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Contract 63816
RIO CLARO DEVELOPMENT AGREEMENT BETWEEN MM RIO CLARO 620, LLC AND THE CITY OF FORT WORTH, TEXAS ,�4 _[S—, 2025 aty onS Con3$ tract No OFFICIAL. RECORD CITY SECRETARY FT WORTH, TX RIO CLARO DEVELOPMENT AGREEMENT This Rio Claro Development Agreement (this "Amement") is executed among MM RIO CLARO 620, LLC, a Texas limited liability company and/or its permitted assigns (the "Developer") and the CITY OF FORT WORTH, TEXAS (the "Ciff") to be effective on the later of: (i) the date upon which the last of all of the Parties has approved and duly executed this Agreement, or (ii) the date upon which the Developer acquires the Property (hereinafter defined) (the "Effective Date") RECITALS WHEREAS, certain terms used in these recitals are defined in Article I; and WHEREAS, Developer and the City are sometimes individually referred to as a "Part ' and collectively as the "Parties", and WHEREAS, the City is a home rule municipality of the State of Texas located within Tarrant County (the "County"); and WHEREAS, the Developer is or will become the owner and/or developer of approximately six hundred thirty (630) acres of real property located within the corporate limits of the City (the "Property"), which Property is more particularly described by metes and bounds and depicted on Exhibit A attached hereto; and WHEREAS, the Parties intend for this Agreement to take effect on the later of: (i) the date upon which the last of all of the Parties has approved and duly executed this Agreement, or (ii) the date upon which the Developer acquires the Property; and WHEREAS, the Developer plans to develop the Property as a master planned community consisting of single family uses including open space, and other public and private amenities (the "Project"), upon the execution of this Agreement and subsequent issuance of PID Bonds (hereinafter defined) for the payment of certain costs for the construction and acquisition of certain public improvements and certain other associated costs to benefit the PID Property (hereinafter defined), and for the repayment to Developer for certain costs advanced for the construction and acquisition of certain public improvements to benefit the PID Property as set forth in this Agreement and as determined by future PID related agreements; and WHEREAS, water, sewer, drainage, roadway, and other public infrastructure is not currently available to serve the Parties' intended development of the Property; and WHEREAS, the Developer desires and intends to design, construct, install, and/or make financial contributions to certain on -site and/or off -site public improvements to serve the development of the Property ("Authorized Improvements"); and WHEREAS, the Developer intends for the design, construction, and installation of the Authorized Improvements to occur in a phased manner, and for such Authorized Improvements to be acquired Rio Claro Development Agreement — Page 1 by the City, for use and maintenance, subject to the approval of the plans and inspection of the Authorized Improvements in accordance with this Agreement and the City Regulations; and WHEREAS, in consideration of the Developer's agreements contained herein to accomplish the high -quality development of the Property envisioned by the Parties and to provide financing for the Authorized Improvements, the City intends to consider creation of a public improvement district in accordance with Chapter 372 of the Texas Local Government Code, as amended (the "PID Act"); and WHEREAS, in consideration of the Developer's agreements contained herein, the City shall consider adoption of a PID to provide alternative financing arrangements that will enable the Developer to do the following in accordance with the procedures and requirements of the PID Act: (i) fund a specified portion of the costs of the Authorized Improvements using the proceeds of PID Bonds; and (ii) obtain reimbursement for a specified portion of the costs of the Authorized Improvements, the source of which reimbursement will be installment payments from Assessments within the Property, provided that such reimbursements shall be subordinate to the payment of PID Bonds and Administrative Expenses; and WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance with the PID Act, will: (i) consider and act upon the creation of a PID encompassing the Property, in accordance with the PID Act; (ii) consider adoption of a Service and Assessment Plan; (iii) consider adoption of an Assessment Ordinance (to pay for a specified portion of the Budgeted Cost of the Authorized Improvements and the costs associated with the administration of the PID and issuance of the PID Bonds; and (iv) consider the issuance of PID Bonds, in one or more series, and enter into a reimbursement agreement for the purpose of reimbursing a specified portion of the costs of the Authorized Improvements and related costs (including Administrative Expenses) and paying issuance costs and the cost of funding all reserves, accounts, and funds required by the applicable Bond Ordinance (including a capitalized interest account, a debt service reserve fund, and the project fund); and WHEREAS, prior to the sale of the first PID Bond issue: (i) the City Council shall have approved and adopted the PID Resolution, a Service and Assessment Plan, and an Assessment Ordinance (collectively, the "PID Documents"); (ii) the City shall have reviewed and approved a Home Buyer Disclosure Program in a form reasonably agreed to by and between the Parties; (iii) owners of the Property constituting all of the acreage in the PID shall have executed a Landowner Consent in a form reasonably agreed to by and between the Parties; and (iv) the Developer shall have delivered a fully executed copy of the Landowner Consent(s) to the City; and WHEREAS, the Parties acknowledge and agree that certain parameters and restrictions relating to the PID, as outlined in this Agreement, are contrary to the parameters and restrictions within the PID Policy (as hereinafter defined), and the Parties desire to proceed with the creation and continuation of the PID notwithstanding such inconsistencies, and in the event of a conflict between the PID Policy (hereinafter defined) and the parameters and restrictions outlined in this Agreement, the Parties intend for this Agreement to control; and Rio Claro Development Agreement — Page 2 WHEREAS, all of the City's Administrative Expenses associated with the PID will be funded by the annual levy of Assessments on the Property within the PID in accordance with the PID Act and the SAP, and the City will not be responsible for payment of such costs; and WHEREAS, the Parties intend that the retail water and sewer service to the Property will be provided by the City; and WHEREAS, prior to the Effective Date, the Property was annexed into the corporate limits of the City, zoned pursuant to Ordinance No. 25554-06-2022, and corresponding Zoning Case ZC-21- 236 (collectively, the "Zoning Ordinance"), and a preliminary plat was approved pursuant to Ordinance No. PP-21-075 (the "Preliminary Plat"); and WHEREAS, the Parties acknowledge that the Property may be developed and used in accordance with this Agreement, including the Conceptual Plan attached hereto as Exhibit B (the "Conceptual Plan") the Preliminary Plat, and the Zoning Ordinance; and WHEREAS, the City recognizes that the construction and installation of the Authorized Improvements will: (i) bring a positive impact to the City; (ii) promote state and local economic development; (iii) stimulate business and commercial activity in the municipality; (iv) promote the development and diversification of the economy of the state; (v) promote the development and expansion of commerce in the state; (vi) eliminate some unemployment or underemployment in the state, and (v) provide an extraordinary benefit to the City as a whole and to the Property by accelerating development and to improve mobility, water supply and serve the greater region; and WHEREAS, this Agreement shall constitute a "permit" under Chapter 245 of the Texas Local Government Code; and NOW THEREFORE, for and in consideration of the mutual covenants of the Parties set forth in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties agree as follows: ARTICLE I DEFINITIONS Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Administrative Expenses shall include, without limitation, expenses incurred by the City in the establishment, administration, and operation of the PID, including, but not limited to, the costs of (i) legal counsel, engineers, accountants, financial advisors, investment bankers or other consultants and advisors, (ii) creating and organizing the PID and preparing the Assessment Rolls, (iii) computing, levying, collecting and transmitting the Assessments or the installments thereof, (iv) maintaining the record of installments, payments and reallocations and/or cancellations of the Assessments, (v) investing or depositing the Assessments or other monies, (vi) complying with the PID Act, and (vii) administering the construction of the Authorized Improvements. Agreement means this Rio Claro Development Agreement. Rio Claro Development Agreement — Page 3 Assessment means a special assessment levied by the City within the PID pursuant to Chapter 3 72, Texas Local Government Code, pursuant to an Assessment Ordinance, to pay for a specific portion of the Budgeted Cost, which shall be Authorized Improvement Costs. Assessment Ordinance means an ordinance adopted by the City Council which levies Assessments on the Property within the PID in accordance with the PID Act to pay for a specified portion of the costs of certain Authorized Improvements and interest thereon set forth in the Service and Assessment Plan as well as the costs associated with the issuance of the PID Bonds that provide a special benefit to the Property. Assessment Roll(s) means the Assessment Roll(s) attached to the Service and Assessment Plan or any other Assessment Roll in an amendment or supplement to the Service and Assessment Plan or in an annual update to the Service and Assessment Plan, showing the total amount of the Assessment against each parcel assessed under the Service and Assessment Plan related to the Authorized Improvements. Authorized Improvements means those on -site and off -site public improvements, including, water, sewer, drainage, and roadway infrastructure and public improvements, needed to serve and fully develop the Property and to be constructed by the Developer or caused to be constructed by the Developer, and as fully described in the SAP, and as authorized by Section 372.003 of the PID Act. Authorized Improvement Costs means the actual costs of design, engineering, construction, acquisition, and inspection costs of the Authorized Improvements, and all costs related in any manner to the Authorized Improvements. Bond Ordinance means an ordinance adopted by the City Council that authorizes and approves the issuance and sale of PID Bonds. Budaeted Cost means, with respect to any given Authorized Improvement, the estimated cost of such improvement. City means the City of Fort Worth, Texas, a home rule municipality located in Tarrant County, Texas. Citv Council means the City Council of the City. Citv Manaeer means the current or acting City Manager of the City, or a person designated to act on behalf of that individual if the designation is in writing and signed by the current or acting City Manager. Citv Regulations mean the Code of Ordinances, City of Fort Worth, Texas, design standards, uniform and international building and construction codes, and regulations duly adopted by the City which may be amended from time to time, and subject to the provisions of Section 10.1. Developer means MM Rio Claro 620, LLC, a Texas limited liability company, and their successors and assigns, responsible for developing the Project and causing the Property to be developed in accordance with this Agreement. Rio Claro Development Agreement — Page 4 Development means the new development on the Property constructed in accordance with this Agreement and which constitutes the Project. Effective Date means the date upon which the last of all of the Parties have approved and duly executed this Agreement. End-Buver means any developer, homebuilder, tenant, user, or owner of a Fully Developed and Improved Lot. Force Majeure means any act that (i) materially and adversely affects the affected Party's ability to perform the relevant obligations under this Agreement or delays such affected Party's ability to do so, (ii) is beyond the reasonable control of the affected Party, (iii) is not due to the affected Party's fault or negligence and (iv) could not be avoided, by the Party who suffers it, by the exercise of commercially reasonable efforts. "Force Majeure" shall include: (a) natural phenomena, such as storms, floods, lightning and earthquakes; (b) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (c) transportation disasters, whether by ocean, rail, land or air; (d) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party; (e) fires; (f) epidemics or pandemics; (g) governmental shutdowns; (h) actions or omissions of a governmental authority (including the actions of the City in its capacity as a governmental authority) that were not voluntarily induced or promoted by the affected Party, or brought about by the breach of its obligations under this Agreement or any applicable law or failure to comply with City Regulations; (i) changes in market condition; and 0) any strike or labor dispute involving the employees of the Developer or any affiliate of the Developer, other than industry or nationwide strikes or labor disputes. Fullv Developed and Improved Lot means any lot in the Property, regardless of proposed use, intended to be served by the Authorized Improvements, and/or other public improvements, and for which a final plat has been approved by the City and recorded in the Real Property Records of Tarrant County, Texas. Home Buver Disclosure Program means the disclosure program, administered by the PID Administrator as set forth in a document in a form reasonably agreed to by and between the Parties that establishes a mechanism to disclose to each End -Buyer the terms and conditions under which their lot is burdened by the PID. Landowner(s) means the Developer and any additional owners of property within the PID. Landowner Consent means the document in a form reasonably agreed to by and between the Parties, executed by an owner of the Property consenting to the creation of the PID, the levy of Assessments, and the form and terms of the PID Documents. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Parcel(s) means any parcel of land located within the PID identified by either a tax map identification number assigned by the Tarrant Appraisal District for real property tax purposes or by lot and block number in a final subdivision plat recorded in the Real Property Records of Tarrant County. Rio Claro Development Agreement — Page 5 PID means a public improvement district encompassing the Property, to be considered for creation by the City for the benefit of the Property pursuant to Chapter 372, Texas Local Government Code, to be known as the Rio Claro Public Improvement District. PID Act means Chapter 372, Texas Local Government Code, as amended. PID Administrator means a company, entity, employee, or designee of the City, who is experienced in public improvement districts and assessment administration and who shall have the responsibilities provided in the Service and Assessment Plan or any other agreement or document approved by the City related to the duties and responsibilities for the administration of the PID. PID Bonds means special assessment revenue bonds issued by the City through the PID. PID Bond Proceeds means the funds generated from the sale of the PID Bonds. PID Policv means the City of Fort Worth Policy for Capital Public Improvement Districts as in existence as of the Effective Date. PID Resolution means the resolution adopted by the Council creating a PID pursuant to Section 372.010 of the PID Act and approving the advisability of the Authorized Improvements. Preliminary Plat means the preliminary plat approved pursuant to City of Fort Worth, Texas Ordinance No. PP-21-075. Property means the real property described by metes and bounds and depicted on Exhibit A. Real Property Records of Tarrant Countv means the official land recordings of the Tarrant County Clerk's Office. Reimbursement Agreement means an agreement between the City and the Developer in which Developer agrees to fund certain costs of the Authorized Improvements and the City agrees to reimburse Developer out of PID Bonds or Assessments for a portion of such costs of the Authorized Improvements funded by Developer with interest with the proceeds of Assessments as permitted by the PID Act. Service and Assessment Plan or SAP means a PID Service and Assessment Plan adopted by the City Council, as may be updated, supplemented, and amended annually, if needed, by the City Council pursuant to the PID Act for the purpose of assessing allocated costs against property located within the boundaries of the PID having terms, provisions and findings approved by the City, as required by this Agreement. Zoning Ordinance means City of Fort Worth, Texas Ordinance No. 25554-06-2022, and corresponding Zoning Case: ZC-21-236. Rio Claro Development Agreement — Page 6 ARTICLE II RIO CLARO DEVELOPMENT 2.1 Scone of Aareement. This Agreement contemplates a plan for development of the Property in accordance with the City Regulations and the Zoning Ordinance, except as same may be modified by this Agreement, together with future actions by the Parties, that if approved, will establish provisions for the apportionment, levying, and collection of Assessments on the Property, the construction of the Authorized Improvements, reimbursement, acquisition, ownership and maintenance of the Authorized Improvements, and the issuance of PID Bonds for the financing of the Authorized Improvements benefitting the Property. 2.2 Development Overview — Rio Claro Development. (a) The Developer will undertake or cause the undertaking of the design, development, and construction of the Development, including the Authorized Improvements. The Development consists of residential elements and amenities to support the residential elements, as generally shown on the Conceptual Plan attached as Exhibit B hereto, which is subject to modifications in accordance with Section 10.7 of this Agreement, and the City agrees and acknowledges that the number of residential lots shall not be reduced without the consent of the Developer. (b) Subject to the terms and conditions set forth in this Agreement, the Developer shall plan, design, construct, and complete or cause the planning, designing, construction and completion of the Authorized Improvements to the City's standards and specifications and subject to the City's approval as provided herein and in accordance with City Regulations, and the Zoning Ordinance. (c) Upon completion and acceptance of the Authorized Improvements, the City shall own, operate and maintain the Authorized Improvements. ARTICLE III PUBLIC IMPROVEMENT DISTRICT 3.1 Creation of Public Improvement District. The Developer will submit to the City a petition to create the Rio Claro Public Improvement District (the "PID") in accordance with the terms of this Agreement. The City acknowledges that the Property is less than the minimum acreage requirement included within the PID Policy, and the City, subject to the consent and approval of the City Council, intends on authorizing the creation of the PID notwithstanding the minimum acreage requirement included within the PID Policy. Promptly upon the submission of the petition to create the PID, the City shall initiate and consider for approval all necessary documents, resolutions, and/or ordinances required under the PID Act to create the PID. Developer shall not be required to donate or dedicate any portion of the Property for the use of an Independent School District facility. 3.2 Lew of Assessments. The City intends to, and shall initiate and consider for approval all necessary documents, resolutions and/or ordinances required under the PID Act, to levy the Assessments on the Property (which Assessments shall be levied at any time, upon the request of the Developer) and to prepare and consider for approval the Service and Assessment Rio Claro Development Agreement — Page 7 Plan providing for the levy of the Assessments on the Property. Promptly following preparation and approval of a preliminary Service and Assessment Plan for the PID acceptable to the Developer and the City and subject to City Council making findings that the Authorized Improvements confer a special benefit on the Property, the City Council shall consider one or more Assessment Ordinances. The Assessments shall be levied prior to the City's acceptance of the Authorized Improvements. At the time of such levy, the City intends to enter into a Reimbursement Agreement with the Developer and/or approve the issuance of PID Bonds. The City's apportionment and levy of Assessments shall be made in accordance with the PID Act. The Assessments for Parcels within the PID shall be set at a tax rate equivalent as requested by the Developer, limited only to achieve a maximum total tax stack of $3.09 per $100 in assessed value when including all taxing entities at the time of assessment for such Parcel based upon the estimated average home value as defined in the Service and Assessment Plan approved by the City Council. The City and Developer intend that any Assessments will be levied for a period of thirty (30) years. The City acknowledges that such timeframe is greater than the maximum time period included within the PID Policy, and the City, subject to the consent and approval of the City Council, intends on authorizing such time period notwithstanding the maximum time period requirement included within the PID Policy. 3.3 PID Bond Issuance. The City, upon Developer's election, intends to authorize the issuance of PID Bonds, in one or more series, to reimburse Developer for the costs of Authorized Improvements and related costs, and paying issuance costs, Administrative Expenses, and the cost of funding all reserves, accounts, and funds required by the applicable Bond Ordinance (including a capitalized interest account, a debt service reserve fund, and any project fund). The City acknowledges that the proceeds from PID Bonds may be, at Developer's election, utilized to fund up to two (2) years of capitalized interest, and the City, subject to the consent and approval of the City Council, intends on authorizing the funding of such capitalized interest, notwithstanding the one (1) year limitation included within the PID Policy. The City staff will, from time to time, submit to the City Council agenda items to approve the issuance of PID Bonds by the City (in one issue or in a series of issues over the years as set out in any PID approved by the City). The net proceeds from the sale of each series of PID Bonds (i.e., net of costs and expenses of issuance of each series of PID Bonds and amounts for debt service reserves and two years of capitalized interest) will be used to reimburse Developer for the costs of Authorized Improvements. The City may not require the value to lien ratio for any PID Bonds to be higher than 2:1 based on the anticipated final build -out retail lot values as provided in a third -party appraisal for any issuance of PID Bonds; provided that the value to lien ratio for any PID Bonds may be less than 2:1, in the sole discretion of the City Council. The appraised value of the portion of the Property in the applicable improvement area to the par amount of PID Bonds issued with respect to such improvement area shall be confirmed by the retail lot value in an independent appraisal unless such requirement is waived by the City in its sole discretion. The City acknowledges that such value to lien ratio is less than the value to lien ratio included within the PID Policy, and the City, subject to the consent and approval of the City Council, intends on approving such value to lien ratio notwithstanding the value to lien ratio included in the PID Policy. The restriction the value to lien ratio for any PID Bonds and is solely intended to be a restriction on the issuance of bonds. There shall be no value to lien constraint for the levy of Assessments. Developer anticipates that the collective total of all PID Bond issuance will exceed Ten Million ($10,000,000), and the City acknowledges and agrees that each series of PID Bonds may be less than Ten Million Rio Claro Development Agreement — Page 8 ($10,000,000), notwithstanding any conflicting restriction in the PID Policy. The timing of the issuance of PID Bonds shall not be required to coincide with annual debt financing plan. The City and Developer intend that the terms of repayment for any PID Bonds shall specify a maturity date of thirty (30) years from the date of issuance. 3.4 Funding of Authorized Improvements. The City acknowledges that the Authorized Improvements to be funded through the Assessments and/or PID Bonds shall include (i) major improvements, (ii) collector roads, specifically, Round Ridge Road, Dosier Creek Parkway, and Eagle Quill Road, along with associated expenses, i.e. utilities and other improvements located within such collector roads, and (iii) Authorized Improvements not included within subsections (i) or (ii), in an amount of Fifteen Million and 00/100 Dollars, and the City, subject to the consent and approval of the City Council, intends on authorizing the approval of the funding of both major and internal infrastructure costs, notwithstanding restrictions in the PID Policy which only allow for funding of Major Infrastructure (as defined in the PID Policy). The City acknowledges that the Authorized Improvements to be funded through the Assessments and/or proceeds from any PID Bonds are anticipated to include: (i) greater than eighty percent (80%) of the costs of the total costs of capital improvements and (ii) greater than fifty percent (50%) of the direct transactional costs of debt issuance, and the City, subject to the consent and approval of the City Council, intends on authorizing the approval of the funding greater than: (x) eighty percent (80%) of the costs of the total costs of capital improvements and (y) fifty percent (50%) of the direct transactional costs of debt issuance, notwithstanding restrictions in the PID Policy. Specifically it is intended that one hundred percent (100%) of the costs of issuance and Authorized Improvements will be funded through Assessments and/or PID Bonds, subject only to the restrictions outlined in this Agreement. 3.5 Acceptance of Assessments and Recordation of Covenants Running with the Land. Concurrently with the levy of the Assessment(s), the Landowners shall approve and accept in writing the levy of the Assessment(s) on all land owned by the Landowners and shall approve and accept in writing the Home Buyer Disclosure Program and shall cause to be recorded against the Property covenants running with the land that will bind any and all current and successor Developers and owners of the Property to: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and that the purchasers of such land take their title subject to and expressly assume the terms and provisions of such Assessments and the liens created thereby; and (ii) comply with the Home Buyer Disclosure Program. ARTICLE IV AUTHORIZED IMPROVEMENTS 4.1 Authorized Improvements. The Authorized Improvements Costs are subject to change and shall be updated consistent with the Service and Assessment Plan and the PID Act. The Authorized Improvement Costs and the timetable for installation of the Authorized Improvements will be reviewed in accordance with the PID requirements and in accordance with the City Regulations and the Zoning Ordinance. 4.2 Construction. Ownership, and Transfer of Authorized Improvements. Rio Claro Development Agreement — Page 9 (a) Construction Plans. The Developer shall prepare, or cause to be prepared, plans and specifications for each of the Authorized Improvements and have them submitted to the City for approval in accordance with the City Regulations. (b) Contract Award. The contracts for construction of Authorized Improvements shall be let in the name of the Developer. Developer's engineers shall prepare, or cause the preparation of, and provide all contract specifications and necessary related documents for the Authorized Improvements. The Developer shall administer the contracts. The Budgeted Costs shall be paid from the proceeds of PID Bonds, if the PID is approved, in accordance with an applicable bond indenture, and/or reimbursed by the collected Assessments pursuant to the terms of a Reimbursement Agreement. (c) Construction Standards and Inspection. The Authorized Improvements shall be constructed and inspected in accordance with applicable state law, City Regulations and all others applicable development requirements, including those imposed by the City and any other governing body or entity with jurisdiction over the Authorized Improvements. (d) Competitive Bidding. This Agreement and construction of the Authorized Improvements, are anticipated to be exempt from competitive bidding pursuant to Section 252.022(a)(9) of the Texas Local Government Code based upon current cost estimates. However, in the event that the actual costs for the Authorized Improvements do not meet the parameters for exemption from the competitive bid requirement, then alternative delivery methods may be used by the City as allowed by law. (e) Ownership. All of the Authorized Improvements shall be owned by the City, upon acceptance of them by the City, using procedures established by the City Regulations and/or this Agreement, respectively. The Developer agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of required easements to the City for the Authorized Improvements. (f) Authorized Improvements Constructed on the Propertv. If an Authorized Improvement is on land owned by the City, the City hereby grants to the Developer a temporary easement to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Authorized Improvement. If an Authorized Improvement is on land owned by the Developer, the Developer shall dedicate easements by plat or shall execute and deliver to the City such access and maintenance easements as the City may reasonably require in recordable form, and the Developer hereby grants to the City a permanent access and maintenance easement, as evidenced on the final plat of the Property, to enter upon such land for purposes related to inspection and maintenance of the Authorized Improvement. The grant of the permanent easement shall not relieve the Developer of any obligation to grant the City title to property and/or easements related to the Authorized Improvement as required by the City Regulations or this Agreement or in the City's reasonable judgment to be granted to provide for convenient access to and routine and emergency maintenance of such Authorized Improvement. The provisions for inspection and acceptance of such Authorized Improvements shall be in accordance with the City Regulations except as modified by this Agreement. 4.3 Operation and Maintenance of Authorized Improvements. Rio Claro Development Agreement —Page 10 (a) Upon inspection, approval, and acceptance of the Authorized Improvements or any portion thereof, the City shall own, maintain and operate the accepted Authorized Improvements and provide water and sewer service to the Property. (b) The Developer shall construct or cause to be constructed and the HOA, as applicable, shall maintain, repair, replace, and operate, the open spaces, common areas, right-of- way irrigation systems, right-of-way landscaping, screening walls, and any other common improvements or appurtenances not maintained and operated by the City. ARTICLE V ADDITIONAL DEVELOPER AND CITY OBLIGATIONS 5.1 Water Improvements. The City will provide retail water service to the Property. Developer shall, at no cost to City (but in a manner that would permit reimbursement of the costs eligible for reimbursement through the PID, to the extent permitted by law), be responsible for the construction of all onsite water improvements necessary to serve the Property which are identified on Exhibit C, attached hereto and incorporated herein for all purposes, and are more particularly described in that certain Water/Sewer Study WSS-2021-1363. To the extent Developer constructs any upsizing of water improvements required to service property outside of the Property, per a City request, the City will be responsible for such costs. For clarification purposes, Developer will only be responsible for payment of costs associated with the construction of onsite water improvements which are identified on Exhibit C, and the City will be responsible for all costs above such amount. The City agrees to make payment for such costs within thirty (30) days of receiving each invoice from Developer for such oversizing costs. To the extent offsite or additional waterline/water improvements or oversizing are necessary to serve the Property, the City shall be responsible for such improvements, including but not limited to the offsite regional Northside 3 and/or 4 improvements as outlined in the that certain Water/Sewer Study WSS-2021-1363, which shall be completed on or before December 31, 2028. The City shall be responsible for providing continuous and adequate service to the Development, reserving the necessary water capacity for the Property, and maintaining any and all water infrastructure servicing the Property. 5.2 Sewer Improvements. The City will provide retail sewer service to the Property. Developer shall, at no cost to City (but in a manner that would permit reimbursement of the costs eligible for reimbursement through the PID, to the extent permitted by law), be responsible for the construction of all onsite sewer improvements necessary to serve the Property and identified as developer required improvements pursuant to that certain Water/Sewer Study WSS-2021-1363. To the extent Developer constructs any upsizing of sewer improvements required to service property outside of the Property, per a City request, the City will be responsible for such costs. For clarification purposes, Developer will only be responsible for payment of costs associated with the construction of sewer improvements identified as developer required improvements and necessary to serve the Property pursuant to that certain Water/Sewer Study WSS-2021-1363, and the City will be responsible for all costs above such amount. The City agrees to make payment for such costs within thirty (30) days of receiving each invoice from Developer for such oversizing costs. To the extent offsite or additional sewer improvements or oversizing are necessary to serve the Property, the City shall be responsible for such improvements, including, but not limited to the construction and costs associated with the construction of Lift Station A, which shall be completed on or before September 1, 2027, provided the lift station property is dedicated to the City in fee Rio Claro Development Agreement — Page 11 and all necessary easements located on the Property, such as access and electrical easements are granted by the Developer at no cost to the City. The Developer shall construct, or cause the construction of a force main that connects Lift Station A to the existing 24" gravity sewer line located south of San Simeon Drive, provided, the City shall be responsible to all costs associated with such design, construction, and installation of such force main and the City agrees to make payment for such costs within thirty (30) days of receiving each invoice from Developer. The City shall be responsible for providing continuous and adequate service to the Development, reserving the necessary sewer capacity for the Property, and maintaining any and all sewer infrastructure servicing the Property. 5.4 Roadwav Improvements. Developer will, at no cost to City (but in a manner that would permit reimbursement of the costs eligible for reimbursement through the PID, to the extent permitted by law), construct (i) two (2) lanes of Bonds Ranch Road adjacent to the Property, and (ii) four (4) lanes of Eagle Mountain Pkwy adjacent to the Property, as each are depicted as Developer (Centurion American) obligations on Exhibit C. attached hereto and incorporated herein for all purposes. The construction of such portions of Bonds Ranch Road shall occur in phases and concurrently with the construction of the adjacent phases of development, as depicted on Exhibit C. The construction of such portions of the first two (2) lanes of Eagle Mountain Parkway shall occur concurrently with the construction of "Phase 2" of the Project, and the remaining portions of two (2) lanes shall be constructed on or before the time in which the Developer is constructing the final twenty five percent (25%) of the Project, which shall be calculated based on the total amount of lots to be developed in the Project. To the extent required, the City will update its capital improvement plan to include such requirements to allow Developer to be reimbursed for such costs associated therewith. ARTICLES VI -IX [INTENTIONALLY DELETED] ARTICLE X DEVELOPMENT 10.1 Full ComDliance with City Regulations. The City and Developer acknowledge and agree that except as expressly waived, modified or abated by this Agreement all of the City Regulations in effect on the Effective Date of this Agreement, shall apply to any and all development activity undertaken on the Property (or any portion of the Property) in connection with the Development, except when those regulations conflict with the Zoning Ordinance. In the event of any conflict between the City Regulations and this Agreement, including the Zoning Ordinance, this Agreement and the Zoning Ordinance shall control now and in the future. 10.2 Development in ComDliance with Conceptual Plan. Development and use of the Property, including, without limitation, the construction, installation, maintenance, repair, and replacement of all improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with the Conceptual Plan attached as Exhibit B and the Zoning Ordinance, respectively, and applicable City Regulations at the time of the Effective Date, except when those regulations conflict with the Zoning Ordinance. The City waives, relinquishes, and releases any right it might have under a current or future City Regulation or state law to amend the Zoning Ordinance after the Effective Date. The Parties acknowledge and agree that the Conceptual Plan Rio Claro Development Agreement — Page 12 complies with the Zoning Ordinance and Developer shall be permitted to construct the Property as depicted on the Conceptual Plan. 10.3 Vested Riahts. This Agreement shall constitute a "permit" under Chapter 245 of the Texas Local Government Code that is deemed filed with the City on the Effective Date. The Developer does not, by entering into this Agreement, waive any rights or obligations arising under Chapter 245 of the Texas Local Government Code during the term of this Agreement. Developer acknowledges and agrees however, that upon expiration or termination of this Agreement, all rights under Chapter 245 with regard to the Project shall terminate. 10.4 Propertv Acquisition. The Parties acknowledge that the Developer may be required to acquire certain off -site property rights and interests to allow certain Authorized Improvements to be constructed to serve the Property. Developer shall use commercially reasonable efforts to obtain all third -party rights -of -way, consents, or easements, if any, needed to construct the off -site improvements. If, however, Developer is unable to obtain such third -party rights -of -way, consents, or easements within 90 days of commencing efforts to obtain the needed rights -of -way, consents, or easements, then, as a condition to requiring the Developer to construct off -site improvements, the City, in its sole discretion, may take reasonable steps to secure same through the use of the City's power of eminent domain. If the City takes such eminent domain action, the Developer shall fund all reasonable and necessary legal proceeding/litigation costs, compensation awards by courts or negotiated amounts for the condemned property interest, attorneys' fees, appraiser and expert witness fees, interest, court costs, mediation fees, deposition costs, copy charges, courier fees, postage and taxable court costs (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers that for any reason are not funded by the proceeds of PID Bonds, if PID Bonds are issued, or Assessments. To the extent Eminent Domain Fees are paid by the Developer, the Developer may seek reimbursement of any or all eligible Eminent Domain Fees from PID Bonds, or if PID Bonds are not issued, Assessments. 10.5 Zonina of the Pronertv. (a) Prior to the Effective Date, the Property was annexed into the corporate limits of the City and zoned pursuant to the Zoning Ordinance, and the Parties acknowledge that the Property may be developed and used in accordance with this Agreement and the Zoning Ordinance, including the Conceptual Plan included within the Zoning Ordinance and attached hereto as Exhibit B (the "Conceptual Plan"); 10.6 Conflicts. In the event of any conflict between this Agreement and any City Regulations, this Agreement, including any exhibit or attachment, shall control. In the event of a conflict between the PID Policy and the parameters and restrictions included in this Agreement, this Agreement shall control. In the event of a conflict between the Agreement and any exhibits to this Agreement the text of the Agreement controls over the Exhibits. Provided, in the event an Exhibit is deemed amended pursuant to the terms of this Agreement, the applicable text of the Agreement relating or outlining such Exhibit shall be deemed amended as well. The City waives, relinquishes, and releases any right it might have under a current or future City Regulation or state law to amend the Zoning Ordinance after the Effective Date. Rio Claro Development Agreement — Page 13 10.7 Conceptual Plan. The City's adoption of the Zoning Ordinance, which includes the Conceptual Plan herein constitutes the acknowledgement that the Development is consistent with the City's Comprehensive Plan, as amended. The Developer must submit any proposed change to the Conceptual Plan to the City for approval. If the change is a Minor Modification, as such term is defined in this Agreement, then approval or denial shall be given by the City Manager within ten (10) business days after the request of the Developer. If the change is not a Minor Modification, then approval of such change is considered a major modification ("Maior Modification"). If such Minor Modification is not approved by the City Manager within ten (10) business days after the Developer's request, the request shall be deemed approved. All requests for Major Modifications shall be considered by the City Council in its sole legislative discretion. Any amendment approved by the City to the Conceptual Plan, shall be considered an amendment to this Agreement and shall replace the attached Conceptual Plan and become part of this Agreement. Developer is responsible for providing City updated copies of any modified or amended Conceptual Plan. Any subsequent development application for approval of a site plan or final plat, that differs from the terms of this Agreement if approved by the City, shall automatically amend this Agreement. The City Manager may administratively approve any amendments to the Conceptual Plan or subsequent site plan that the City Manager deems in his or her reasonable discretion to be minor in nature. Minor modifications shall include but not be limited to the following (collectively "Minor Modifications"): (a) adjustments of no more than 100 feet to the location or configuration of roadways, sidewalks, utilities, parking areas, buildings, landscape features, (including plants and trees) ponds and any other improvements depicted on any Conceptual Plan; and (b) any modification approved in a plat approved by the City including but not limited to (i) changes to the lot size or configuration; (ii) adjustments to the number of lots in the overall Development; (iii) changes to a local street width, length or alignment; (iv) changes to utility or access easements; (v) changes to street layouts, in any phase; or (vi) adjustments to the amount of open space, buffers, and drainage not less than five percent (5%) of the gross site acreage. ARTICLE XI DEVELOPMENT PROCESS AND CHARGES 11.1 Development Fees. Development of the Property shall be subject to the payment to the City of development fees as amended and uniformly adopted throughout the City, according to the fee schedule adopted by the City Council on the Effective Date. 11.2 Inspection Fees. Development of the Property shall be subject to the payment to the City of inspection fees as amended and uniformly adopted throughout the City (the "Inspection Fees"), according to the fee schedule adopted by the City Council on the Effective Date. 11.3 Park Fees. Development of the Property shall be subject to the payment to the City of any parkland or dedication fees, if such dedication requirements are not met, as amended and uniformly adopted throughout the City, according to the fee schedule adopted by the City Council on the Effective Date. Rio Claro Development Agreement — Page 14 11.4 Impact Fees. If the City has, as of the Effective Date, adopted Impact Fees for water, sewer, and/or roads, the applicable Impact Fees in effect at such time (e.g., water, sewer or road) shall be assessed and collected on the Project. If collected in accordance with the preceding sentence, Impact Fees shall be assessed and collected at the rates adopted by the City Council in effect as of the Effective Date. Developer shall be entitled to full -dollar, like -kind Impact Fee Credits (as hereinafter defined) (e.g., water improvement costs may only be offset by water Impact Fees and not by wastewater Impact Fees or roadway Impact Fees) for Developer's actual costs attributable to any offsite roadway improvements made or constructed by Developer, or caused to be constructed by Developer, and conveyed to the City (collectively, "Impact Fee Credits"). The City acknowledges and agrees that Developer shall receive Impact Fee Credits toward transportation Impact Fees for the roadway improvements Developer is constructing for Bonds Ranch Road and Eagle Mountain Parkway, and shall receive applicable water and sewer Impact Fee Credits for all Developer costs paid towards CIP or regional water/sewer improvements as required by the approved water and sewer studies. 11.5 INDEMNIFICATION AND HOLD HARMLESS. THE DEVELOPER AND ITS SUCCESSORS AND ASSIGNS SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, ITS OFFICIALS, EMPLOYEES, OFFICERS, REPRESENTATIVES AND AGENTS (EACH AN "INDEMNIFIED PARTY"), FROM AND AGAINST ALL ACTIONS, DAMAGES, CLAIMS, LOSSES OR EXPENSE OF EVERY TYPE AND DESCRIPTION TO WHICH THEY MAY BE SUBJECTED OR PUT: (I) BY REASON OF, OR RESULTING FROM THE BREACH OF ANY PROVISION OF THIS AGREEMENT BY THE DEVELOPER; (II) THE NEGLIGENT DESIGN, ENGINEERING AND/OR CONSTRUCTION BY THE DEVELOPER OR ANY ARCHITECT, ENGINEER OR CONTRACTOR HIRED BY THE DEVELOPER OF ANY OF THE AUTHORIZED IMPROVEMENTS ACQUIRED FROM THE DEVELOPER HEREUNDER; (III) THE DEVELOPER'S NONPAYMENT UNDER CONTRACTS BETWEEN THE DEVELOPER AND ITS CONSULTANTS, ENGINEERS, ADVISORS, CONTRACTORS, SUB- CONTRACTORS AND SUPPLIERS IN THE PROVISION AND/OR CONSTRUCTION OF THE AUTHORIZED IMPROVEMENTS; (IV) ANY CLAIMS (INCLUDING DEATH) OF PERSONS EMPLOYED BY THE DEVELOPER OR ITS AGENTS TO CONSTRUCT THE AUTHORIZED IMPROVEMENTS; OR (V) ANY CLAIMS (INCLUDING DEATH) AND SUITS OF THIRD PARTIES, INCLUDING BUT NOT LIMITED TO DEVELOPER'S RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ASSIGNEES, VENDORS, GRANTEES, AND/OR TRUSTEES, REGARDING OR RELATED TO THE AUTHORIZED IMPROVEMENTS OR ANY AGREEMENT OR RESPONSIBILITY REGARDING THE AUTHORIZED IMPROVEMENTS, INCLUDING CLAIMS AND CAUSES OF ACTION WHICH MAY ARISE OUT OF THE PARTIAL NEGLIGENCE OF AN INDEMNIFIED PARTY (THE "CLAIMS"). NOTWITHSTANDING THE FOREGOING, NO INDEMNIFICATION IS GIVEN HEREUNDER FOR ANY ACTION, DAMAGE, CLAIM, LOSS OR EXPENSE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE DIRECTLY ATTRIBUTABLE TO THE WILLFUL MISCONDUCT OR SOLE NEGLIGENCE OF ANY INDEMNIFIED PARTY. DEVELOPER IS EXPRESSLY REQUIRED TO DEFEND CITY AGAINST ALL SUCH CLAIMS, AND CITY IS REQUIRED TO REASONABLY COOPERATE AND ASSIST DEVELOPER IN PROVIDING SUCH DEFENSE. Rio Caro Development Agreement — Page 15 IN ITS REASONABLE DISCRETION, CITY SHALL HAVE THE RIGHT TO APPROVE OR SELECT DEFENSE COUNSEL TO BE RETAINED BY DEVELOPER IN FULFILLING ITS OBLIGATIONS HEREUNDER TO DEFEND AND INDEMNIFY THE INDEMNIFIED PARTIES, UNLESS SUCH RIGHT IS EXPRESSLY WAIVED BY CITY IN WRITING. THE INDEMNIFIED PARTIES RESERVE THE RIGHT TO PROVIDE A PORTION OR ALL OF THEIR/ITS OWN DEFENSE, AT THEIR/ITS SOLE COST; HOWEVER, INDEMNIFIED PARTIES ARE UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY AN INDEMNIFIED PARTY IS NOT TO BE CONSTRUED AS A WAIVER OF DEVELOPER'S OBLIGATION TO DEFEND INDEMNIFIED PARTIES OR AS A WAIVER OF DEVELOPER'S OBLIGATION TO INDEMNIFY INDEMNIFIED PARTIES PURSUANT TO THIS AGREEMENT. DEVELOPER SHALL RETAIN CITY - APPROVED DEFENSE COUNSEL WITHIN SEVEN BUSINESS DAYS OF WRITTEN NOTICE FROM AN INDEMNIFIED PARTY THAT IT IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT. IF DEVELOPER FAILS TO RETAIN COUNSEL WITHIN SUCH TIME PERIOD, INDEMNIFIED PARTIES SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON THEIR OWN BEHALF, AND DEVELOPER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL REASONABLE COSTS INCURRED BY INDEMNIFIED PARTIES. THIS SECTION 11.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. THE PARTIES AGREE AND STIPULATE THAT THIS INDEMNIFICATION COMPLIES WITH THE CONSPICUOUSNESS REQUIREMENT AND THE EXPRESS NEGLIGENCE TEST, AND IS VALID AND ENFORCEABLE AGAINST THE DEVELOPER. 11.7 DEVELOPER'S ACKNOWLEDGEMENT OF THE CITY'S COMPLIANCE WITH FEDERAL AND STATE CONSTITUTIONS, STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL ORDINANCES, RULES AND REGULATIONS/ DEVELOPERS' WAIVER AND RELEASE OF CLAIMS FOR OBLIGATIONS IMPOSED BY THIS AGREEMENT. (A) THE DEVELOPER ACKNOWLEDGES AND AGREES THAT: (I) THE PUBLIC INFRASTRUCTURE TO BE CONSTRUCTED UNDER THIS AGREEMENT, AND THE FEES TO BE IMPOSED BY THE CITY PURSUANT TO THIS AGREEMENT, REGARDING THE PROPERTY, IN WHOLE OR IN PART, DO NOT CONSTITUTE A: (a) TAKING UNDER THE TEXAS OR UNITED STATES CONSTITUTION; (b) VIOLATION OF THE TEXAS LOCAL GOVERNMENT CODE, AS IT EXISTS OR MAY BE AMENDED; AND/OR (c) NUISANCE. Rio Claro Development Agreement — Page 16 (II) ASSUMING NO DEFAULTS UNDER THIS AGREEMENT, THE AMOUNT OF THE DEVELOPER'S FINANCIAL AND INFRASTRUCTURE CONTRIBUTION FOR THE PUBLIC INFRASTRUCTURE IS ROUGHLY PROPORTIONAL TO THE DEMAND THAT THE DEVELOPER'S ANTICIPATED IMPROVEMENTS AND DEVELOPER'S DEVELOPMENT PLACES ON THE CITY'S INFRASTRUCTURE. (III) ASSUMING NO DEFAULTS UNDER THIS AGREEMENT, THE DEVELOPER HEREBY AGREES AND ACKNOWLEDGES, WITHOUT WAIVING CLAIMS RELATED SOLELY TO EXACTIONS NOT CONTEMPLATED BY THIS AGREEMENT, THAT: (A) ANY PROPERTY WHICH IT CONVEYS TO THE CITY OR ACQUIRES FOR THE CITY PURSUANT TO THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVED BY THE DEVELOPER FOR SUCH LAND, AND THE DEVELOPER HEREBY WAIVES ANY CLAIM THEREFOR THAT IT MAY HAVE; AND (B) ALL PREREQUISITES TO SUCH DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET, AND ANY VALUE RECEIVED BY THE CITY RELATIVE TO SAID CONVEYANCE IS RELATED BOTH IN NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT OF THE PROPERTY ON THE CITY'S INFRASTRUCTURE. ASSUMING NO DEFAULTS UNDER THIS AGREEMENT, THE DEVELOPER FURTHER AGREES TO WAIVE AND RELEASE ALL CLAIMS IT MAY HAVE AGAINST THE CITY UNDER THIS AGREEMENT RELATED TO ANY AND ALL: (A) CLAIMS OR CAUSES OF ACTION BASED ON ILLEGAL OR EXCESSIVE EXACTIONS; AND (B) ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS MANDATED BY THE UNITED STATES SUPREME COURT IN DOLAN V. CITY OF TIGARD, 512 U.S. 374 (1994), AND ITS PROGENY, AS WELL AS ANY OTHER REQUIREMENTS OF A NEXUS BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC INFRASTRUCTURE. (B) THIS SECTION 11.7 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 11.8 Inspections and Permitting. The City shall have a right to inspect, as authorized or required by City Regulations. 11.9 Temporary Street Closures. To the extent reasonably requested by the Developer in connection with the construction of the Authorized Improvements, the City shall grant and issue to the Developer all necessary permits to authorize temporary closures of, and shall grant and issue to the Developer all necessary permits to make cuts or other perforations in, demolish and excavate all or portions of any street, alley or other public right-of-way that is under reasonable control of the City and that is contained in whole or in part within the Property or that abuts any portion of the Property; provided however, all such actions are subject to the City's obligations to preserve and protect public health, safety, and welfare. Rio Claro Development Agreement — Page 17 11.10 Joint Cooperation. During the planning, design, development and construction of the private improvements and the Authorized Improvements on the Property, the Parties agree to cooperate and coordinate with each other, and to assign appropriate, qualified personnel to this Development. The City will make reasonable efforts to accommodate urgent or emergency requests during construction. In order to facilitate a timely review process, the Developer shall cause the architect, engineer and other design professionals to attend City meetings if requested by the City. Date. ARTICLE XII TERM The term of this Agreement shall be for a period of forty-five (45) years after the Effective ARTICLE XIII EVENTS OF DEFAULT; REMEDIES 13.1 Events of Default. No Party shall be in default under this Agreement until Notice of the alleged failure of such Party to perform has been given in writing (which Notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written Notice of the alleged failure has been given except as relates to a type of default for which a different time period is expressly set forth in this Agreement). Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the Notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) business days after it is due. 13.2 Remedies. As compensation for the other party's default, an aggrieved Party is limited to seeking specific performance, or other equitable relief available at law, of the other party's obligations under this Agreement. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE THE AGGRIEVED PARTY TO TERMINATE THIS AGREEMENT OR PREVENT THE DEVELOPER OR THE CITY FROM RECEIVING ANY REIMBURSEMENTS OR PAYMENTS DUE AND OWED TO THE DEVELOPER OR THE CITY UNDER THIS AGREEMENT, OR ANY REIMBURSEMENT AGREEMENT. ARTICLE XIV ASSIGNMENT AND ENCUMBRANCE 14.1 Assignment. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. No assignment by the Developer shall release the Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. The Developer Rio Claro Development Agreement — Page 18 and any Assignee have the right (from time to time) to assign this Agreement to a non -affiliate, non -related entity, in whole or in part, and including any obligation, right, title, or interest of the Developer under this Agreement to any person or entity (an "Assianee") with City consent, which consent the City shall not unreasonably withhold. The Developer and any Assignee have the right (from time to time) to assign this Agreement to an affiliate or related entity, in whole or in part, and including any obligation, right, title, or interest of the Developer under this Agreement without City consent, but with notice to the City. The Developer shall maintain written records of all assignments made by the Developer to Assignees, including a copy of each executed assignment and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity, and this obligation shall survive the assigning Parry's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. Any receivables due under this Agreement, any construction funding agreement, or any Reimbursement Agreement (pursuant to Section 372.023(d-1) of the Texas Local Government Code) may be sold, transferred, or assigned by Developer to any person, including without limitation, to a trustee in connection with a trust indenture, without the consent of, but upon written Notice to the City in accordance with Sections 14.7 and 16.2 of this Agreement and as allowed. The Developer may also collaterally assign the PID receivables as collateral for any development loan, and the Developer may execute such documents and contracts as necessary to effectuate such loans or financings, without the consent, but with Notice, to the City. 14.2 Assianment by the City. The City shall not assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of the City under this Agreement, without the prior written approval of the Developer. Provided however, that this language does not apply to any real property interest which the City may have within the Development. 14.3 Encumbrance by Developer and Assignees. The Developer and Assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of (a) their respective lenders without the consent of, but with prompt written Notice to, the City, and (b) to any person or entity with the City Manager's prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed). If the City Manager fails to provide the Developer or Assignee with a reasonable written objection to a collateral assignment request within thirty (30) days of receiving such request, then the collateral assignment shall be automatically deemed approved by the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City has been given a copy of the documents creating the lender's interest, including Notice information for the lender, then that lender shall have the right, but not the obligation, to cure any default under this Agreement and shall be given a reasonable time, but no more than 180 days, to do so in addition to the cure periods otherwise provided to the defaulting Party by this Agreement; and the City agrees to accept a cure, not to be unreasonably withheld, offered by the lender as if offered by the defaulting Party. A lender is not a party to this Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non judicial. Any Rio Claro Development Agreement — Page 19 purchaser from or successor Developer through a lender of any portion of the Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. 14.4 Encumbrance by City. The City shall not collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of its rights, title, or interest under this Agreement without the Developer's prior written consent. Provided however, that this section shall not apply to any real property interests which the City may have in the Development. 14.5 Assignees as Parties. An Assignee authorized in accordance with this Agreement and for which Notice of assignment has been provided in accordance with this Agreement shall be considered a "Party" for the purposes of this Agreement. Any person or entity upon becoming an owner of land or upon obtaining an ownership interest (but not including End -Buyer) in any part of the Property shall have all of the obligations of the Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that Developer shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations. 14.6 No Third-Partv Beneficiaries. Subject to Section 14.1 of this Agreement, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 14.7 Notice of Assignment. Subject to Section 14.1 of this Agreement, the following requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise conveys the Property, or any part thereof (other than to an End -Buyer of a Fully Developed and Improved Lot), and/or any of its rights or benefits under this Agreement: (a) within 30 days after the effective date of any such sale, assignment, transfer, or other conveyance, the Developer must provide written Notice of same to the City; (b) the Notice must describe the extent to which any rights or benefits under this Agreement have been sold, assigned, transferred, or otherwise conveyed; (c) the Notice must state the name, mailing address, and telephone contact information of the person(s) acquiring any rights or benefits as a result of any such sale, assignment, transfer, or other conveyance; and (d) the Notice must be signed by a duly authorized person representing the Developer. ARTICLE XV RECORDATION AND ESTOPPEL CERTIFICATES 15.1 Binding Oblieations. This Agreement and all amendments hereto and assignments hereof shall be recorded in the deed records of Tarrant County. This Agreement binds and Rio Claro Development Agreement — Page 20 constitutes a covenant running with the Property. Upon the Effective Date, this Agreement shall be binding upon the Parties and their successors and assigns permitted by this Agreement and forms a part of any other requirements for development within the Property. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property; however, this Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any End -Buyer of a Fully Developed and Improved Lot except for land use and development regulations, including the City Regulations, that apply to such lots. 15.2 Estoppel Certificates. From time to time upon written request of the Developer or any future Developer, and upon the payment of a $100.00 fee to the City, the City Manager, or his/her designee will, in his official capacity and to his reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of any Developer under this Agreement that are in default. The City agrees to use its best efforts to provide such estoppel certificate within ten (10) days of receipt of request from the Developer or any future Developer. ARTICLE XVI ADDITIONAL PROVISIONS 16.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council of the City; and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 16.2 Notices. Any Notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: City Manager's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 With a copy to: City Attorney's Office City of Fort Worth 100 Fort Worth Trail Fort Worth, Texas 76102 Rio Claro Development Agreement — Page 21 To the Developer: Attn: Jack Dawson MM Rio Claro 620, LLC 1800 Valley View Lane, Suite 300 Farmers Branch Texas 75234 With a copy to: Attn: Travis Boghetich Texas Real Estate Law 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any party may change its address or addresses for delivery of Notice by delivering written Notice of such change of address to the other party. 16.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 16.4 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 16.5 Entire Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and the Developer expressly amending the terms of this Agreement. 16.6 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 16.7 Applicable Law. Venue. This Agreement is entered into pursuant to and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Tarrant County. Exclusive venue for any action to enforce or construe this Agreement shall be in the Tarrant County District Court or the applicable federal court. 16.8 Non -Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be Rio Claro Development Agreement — Page 22 deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 16.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 16.10 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Agreement has been approved by appropriate action of the Developer, and that the individual executing this Agreement on behalf of the Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law. 16.11 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 effectuate the terms of this Agreement. This provision shall not be construed as limiting or otherwise hindering the legislative discretion of the City Council seated at the time that this Agreement is executed or any future City Council. 16.12 Exhibits. The following Exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Metes and Bounds Description and Depiction of the Property Exhibit B Conceptual Plan Exhibit C Developer Improvements 16.13 Home Buyer Disclosures. The Developer shall comply with the Home Buyer Disclosure Program and shall record this Agreement in the real property records of Tarrant County, which notifies Developers of Property of the obligations set forth in the Home Buyer Disclosure Program. 16.14 Governmental Powers; Waivers of Immunity_ . By its execution of this Agreement, the City does not waive or surrender any of its respective governmental powers, immunities, or rights except as provided in this section. The Parties acknowledge that the City waives its sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement. 16.15 Force Maieure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to Force Majeure, to perform its obligations under this Agreement, then the obligations affected by the Force Majeure shall be temporarily suspended. Within fifteen (15) business days after the occurrence of a Force Majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the Force Majeure and a description of the action Rio Claro Development Agreement — Page 23 that will be taken to remedy the Force Majeure and resume full performance at the earliest possible time. 16.16 Amendments. This Agreement cannot be modified, amended, or otherwise varied, except in writing signed by the City and Developer expressly amending the terms of this Agreement. 16.17 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 16.18 Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed by the Parties hereto or by any third party to create the relationship of principal and agent, or of partnership, joint venture or any association whatsoever between any one or more of the Parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the Parties hereto shall be deemed to create any relationship between the Parties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. 16.19 Cautions. The descriptive captions of this Agreement are for convenience of reference only and shall in no way define, describe, limit, expand or affect the scope, terms, conditions, or intent of this Agreement. 16.20 Number and Gender. Whenever used herein, unless the context otherwise provides, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all other genders. 16.21 Gift to Public Servant. The Developer shall not, and shall use commercially reasonable efforts to cause its contractors and agents to not, offer, or agree to confer any benefit upon a City employee or official that the City employee or official is prohibited by law from accepting. For purposes of this section, "benefit" means anything reasonably regarded as pecuniary gain or pecuniary advantage, including benefit to any other person in whose welfare the beneficiary has a direct or substantial interest, but does not include a contribution or expenditure made and reported in accordance with law. Notwithstanding any other legal remedies, the City may require the Developer to remove any employee or contractor of the Developer from performance responsibilities under this Agreement who has violated the restrictions of this section or any similar state or federal law. 16.22 Statutory Verifications. The Developer makes the following representation and verifications to enable the City to comply with Chapters 2252, 2271, 2274, and 2276, Texas Government Code, as heretofore amended (the "Government Code"), in entering into this Agreement. As used in such verifications, "affiliate" means an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 405,17 C.F.R. § 230.405, and exists to make a profit. Liability for breach of any such verification prior to the expiration or earlier termination of this Agreement shall survive until barred by the applicable Rio Claro Development Agreement — Page 24 statute of limitations, and shall not be liquidated or otherwise limited by any provision of this Agreement, notwithstanding anything in this Agreement to the contrary. (a) Not a Sanctioned Comnanv. The Developer represents that neither it nor any of its parent company, wholly- or majority -owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Government Code. The foregoing representation excludes the Developer and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. (b) No Boycott of Israel. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and will not boycott Israel during the term of this Agreement. As used in the foregoing verification, "boycott Israel" has the meaning provided in Section 2271.001, Government Code. (c) No Discrimination Against Firearm Entities. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. As used in the foregoing verification, "discriminate against a firearm entity or firearm trade association" has the meaning provided in Section 2274.001(3), Government Code. (d) No Boycott of Energy Companies. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. As used in the foregoing verification, "boycott energy companies" has the meaning provided in Section 2276.001(1), Government Code. 16.26 Form 1295. Submitted herewith is a completed Form 1295 in connection with the Developer's participation in the execution of this Agreement generated by the Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Developer and the City understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Developer; and, neither the City nor its consultants have verified such information. 16.27 Verification Re2ardinQ Undocumented Workers. In accordance with Chapter 2264 of the Texas Government Code, each of the Developer Parties represents and certifies that it does not and will not knowingly employ any undocumented worker on the Property who is not lawfully admitted for permanent residence to the United States or authorized under law to be employed in Rio Claro Development Agreement — Page 25 the United States. If, after receiving any public subsidy from the City under this Agreement, a Developer Party is convicted of a violation under 8 U.S.C. § 1324a(f), the Developer Party shall repay to the City an amount equal to all grant payments or other public subsidies provided to the Developer Party under this Agreement and any other funds received by the Developer Party from the City under this Agreement plus interest, at the rate of four percent (4%), not later than the 120th day after the date the public agency, state or local taxing jurisdiction notifies the Developer Party of the violation. Rio Claro Development Agreement — Page 26 Executed by the Developer and the City to be effective on the Effective Date. ATTEST: CITY OF FORT WORTH, TEXAS ,d4'000nn t �ORr aa B �AIA k� °°°°°°� d0 y: e: Jannette Goodallgj,, %;A.Tame: Dana Burgh ff T le: City Secretary p �o 04 �'rtle: Assistant City Manager ° °_ Opp o° °' * mate: _ �(T °OO°°°°O° .d APPROVED AS TO FORqA�nEXa5o4a —Richard A. McCracken Sr. Assistant City Attorney M&C 25-0565 (6/24/25) Form 1295: 2025-1321855 STATE OF TEXAS COUNTY OF TARRANT ,�) L This instrument was acknowledged before me on the day of ! Nrehal T , 2025 by Dana Burghdoff, Assistant City Manager of the ity of Fort Worth, Tex onf of said City. Veronica M. Longoria Salinas: 2 Notary public -State of Texas a P Notary ID #440598-8 Notary Public, State of Texas �rFOF�k+ Commission Exp. DEC. 27, 203S OFFICIAL RECORD CITY SECRETARY FT: WORTH, TX S-2 STATE OF TEXAS § COUNTY OF42444 § DEVELOPER: MM RIO CLARO 620, LLC, a Texas limited liability company By: Name. Its: is ins was ackno edged before me on the _ day o 2025 b as of MM Rio C aro620, C, a Texas limited liability c mpany on beh of said company. "rWifj "y!' ILYNNA TARR i -*—. = Notary Public, State of Taxas t Comm. Expires 02-14-2027 Notary ID 3240754 S-2 Aab ,, State jof Texas EXHIBIT A METES AND BOUNDS DESCRIPTION AND DEPICTION OF THE PROPERTY [SEE ATTACHED] Exhibit A —Page 1 t6. tmi' - t I* wo a ul 1, 1311 11 '• 117.1 11 1. IS i HEIM itz I � 'I% vwn ., wY 11.11 Ill Irr, I Aqi M n, 'Juw 513. w El " im w A it ;1r, Ot IL Lp 4 It' eAr..I. I fit), 7 41 7FACT 4 wm3 IIIcTl P4 TwATI Is 13,111: hO Pal I aq I W� mo C I- ;R."rL Am WA 1"I WMAM 1F.Al TYLUSAL T"S 47M4AL Mwilw. -owl IVAMI JAW I. 'o ej _j A, 4 N, ` � 1 / �I•_ V _' �z_Y. Lyles"L�_-r. - _- -- (t� -M'-- 4.046,Acres WoMvmd j I WT M4"413 Or — IISWA 0 IN R. WRARA —1. IGM4T R S63. M 4. SN� Z . ... ... ,40-1 7worl IF ! art 1 •4- p:q ca a„> Two M1WMAe 1" : Lj •StyiT � n.r a t._ Legend wl[e [,at r,Nrnvrrtarro[ is a�c.rdrt .a .. 6i .cN.nar rnnrt n+N 0" of A qK. r011 � [IM Q Wril•w YN, 4t,ltun 4 W wr+rr cc. r..rnt d rx[•rat ,[M[M M xrx +.ra[ RR. 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IYM•.r {l�iTri ,[r,t 1 � TRACT 1: (167.725 ac) BEING that tract of land situated in the A. C. H. & B. SURVEY, ABSTRACT No. 55 and the T. & P. R. R. Co. SURVEY, ABSTRACT No. 1568, Tarrant County, Texas, being all of that tract of land (Tract V) and a portion of the remainder of that tract of land (Tract I) described by deed to Bonds Ranch Land, LP recorded in Instrument Number D221038882, Official Public Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2" iron rod, found at the Northeast corner of said Tract V, in the South right-of-way line of Bonds Ranch Road (a 120 foot right-of-way) described by deed to Tarrant County, recorded in Volume 13449, Page 39, and the Northwest corner of that tract of land described by deed to Eagle Mountain -Saginaw ISD, recorded in Instrument Number D207451969, both of said County Records; THENCE with the East line of said Tract V and the East line of said remainder tract, the following bearings and distances: S 000 22' 12" E, 3,005.73 feet; S 00018' 49" E, 2,443.61 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found at the Southeast corner of said remainder tract; THENCE with the South and East line of said Remainder tract, the following bearings and distances: N 89° 43' 52" W, 484.39 feet; N 000 16' 08" E, 360.04 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; N 89° 43' 52" W, 605.00 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; S 00016' 08" W, 360.04 feet; N 89° 43' 52" W, 3,841.81 feet, to a 7/8" iron rod found, at the Southwest corner of said remainder tract; THENCE N 000 22' :26" W, 288.13 feet, with the West line of said remainder tract, to a 1" pipe found; THENCE N 000.25' 07" E, 371.57 feet, with said West line, to a 1/2" iron rod found, at the Southwest corner of Lot 34, Block C, Lago Vista at Bonds Ranch, an addition to the City of Fort Worth, recorded in Cabinet A, Slide 6636, said County Records; THENCE S 890 4314011 E,1,576.07 feet, with the South line of Block C said Lago Vista at Bonds Ranch to a post at the Southeast corner of Lot 43, Block C said Lago Vista at Bonds Ranch; THENCE departing said common line, over and across said Remainder tract the following courses and distances: S 440 43' 48" E, 285.77 feet, to a 5/8" iron rod with cap stamped WESTWOOD, set; S 000 40' 11" W, 269.24 feet, to a 518" iron rod with cap stamped WESTWOOD, set; S 89019' 46" E,1,085.69 feet, to the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an are distance of 359.33 feet, through a central angle of 270 38' 05", having a radius of 745.00 feet, the long chord which bears N 76151' 08" E, 355.85 feet, to a 518" iron rod with cap stamped WESTWOOD, set; N 630 02' 06" E, 391.77 feet, to a 5/8" iron rod with cap stamped WESTWOOD, set; N 00018' 49" W,1,959.82 feet, to a 5/8" iron rod with cap stamped WESTWOOD, set; N 090 54' 25" E,145.20 feet; N 67015' 12" E,109.61 feet; N 090 54' 25" E, at 260.05 feet a 5/8" iron rod with cap stamped "BROOKES BAKER" found, in all a distance of 716.33 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; S 800 0513511 E, 177.22 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; N 300 09' 50" E, 686.68 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; N 000 3611811 W, 229.33 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; N 14013' 44" W,1,338.28 feet, to a 5/8" iron rod with cap stamped WESTWOOD, set; N 000 36' 18" W, 49.99 feet, to a 5/8" iron rod with cap stamped WESTWOOD, set, in the North line of said Remainder tract, and aforementioned South right-of-way line; THENCE N 890 2314211 E, 915.93 feet, with said common line, to the POINT OF BEGINNING and containing 7,306,101 square feet or 167.725 acres of land, more or less. TRACT 2: (178.407 ac) BEING that tract of land situated in the A. C. H. & B. SURVEY, ABSTRACT No. 55, the R. GANZARA SURVEY, ABSTRACT No. 563 and the T. & P. R. R. Co. SURVEY, ABSTRACT No. 1568, Tarrant County, Texas, and being all of that tract of land described by deed to PMBC DEV CO 1 LLC, recorded in Instrument Number D224052883, Official Public Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8" iron rod with cap stamped "WESTWOOD" set, at the Northeast corner of said PMBC tract, in the South right-of-way line of Bonds Ranch Road (a 120 foot right-of-way) described by deed to Tarrant County, recorded in Volume 13449, Page 39, and the Northwest corner of Lago Vista at Bonds Ranch, an addition to the City of Fort Worth, recorded in Cabinet A, Slide 10089, both of said County Records; THENCE departing said South right-of-way line, with East line of said PMBC tract, and the West line of said Lago Vista at Bonds Ranch, the following course and distances: S 00° 3611811 E, 27.91 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set, at the beginning of a curve to the right; With said curve to the right, an arc distance of 132.28 feet, through a central angle of 09103' 5711, having a radius of 836.00 feet, the long chord which bears S 03155' 41" W,132.14 feet, to the beginning of a compound curve to the right to a 5/8" iron rod with cap stamped "WESTWOOD" set; With said compound curve to the right, an arc distance of 53.35 feet, through a central angle of 07127' 52", having a radius of 409.50 feet, the long chord which bears S 12111' 36" W, 53.31 feet, to a 518" iron rod with cap stamped "WESTWOOD" set; S 76° 09' 56" E,15.94 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 13° 50' 04" W, 50.00 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; N 76° 09' 56" W, 20.17 feet, to an "X" cut found, at the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an arc distance of 204.09 feet, through a central angle of 14' 05' 19", having a radius of 830.00 feet, the long chord which bears S 22136' 17" W, 203.58 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 29° 38' 57" W, 246.78 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; S 60° 21' 03" E, 770.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 15° 34' 52" E,1,001.36 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set, from which a 5/8" iron rod with cap stamped "BROOKES BAKER" found, bears N 80' 05' 35" W, 230.27 feet; S 800 0513511 E,197.21 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 090 5412511 W, 456.28 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; S 800 05' 35" E, 477.39 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found, at the East corner of said PMBC tract and being the West line of said Remainder Tract; THENCE with said common line the following bearings and distances: S 09° 5412511 W, 260.05 feet; S 67015' 12" W,109.61 feet; S 09° 54' 25" W, 145.20 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 00018' 49" E,1,959.82 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the Southeast corner of said PMBC tract; THENCE with the South line of said PMBC tract the following courses and distances: S 630 02' 06" W, 391.77 feet, to a 518" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an arc distance of 359.33 feet, through a central angle of 27° 38' 05", having a radius of 745.00 feet, the long chord which bears S 760 51' 08" W, 355.85 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 89° 19' 46" W,1,085.69 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the Southwest corner of said PMBC tract; THENCE departing said South line, with the West line of said PMBC tract, the following courses and distances: N 000 40' 11" E, 269.24 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 440 43' 48" W, 285.77 feet, to a post; N 01- 22' 51" W, 643.38 feet, to a 1/2" iron rod with cap stamped "GOODWIN MARSHALL", found; N 080 00' 58" W,156.13 feet, to a 3/8" iron rod found; N 180 22' 49" W, 903.32 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 090 03' 20" E, 239.97 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 000 27' 42" W, 130.16 feet, to a 1/2" iron rod found at the beginning of a non - tangent curve to the left; With said non -tangent curve to the left, an arc distance of 14.01 feet, through a central angle of 00° 49' 55", having a radius of 965.00 feet, the long chord which bears N 870 52' 39" E, 14.01 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 000 27' 42" W, 574.45 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; THENCE departing said West line, with the South and West line of said PMBC tract line the following courses and distances: N 69° 45' 18" E, 296.31 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an are distance of 86.24 feet, through a central angle of 02° 30' 0711, having a radius of 1975.00 feet, the long chord which bears S 21129' 45" E, 86.24 feet; S 220 4414811 E, 27.61 feet; N 67015' 12" E, 50.00 feet; S 670 44' 48" E,14.14 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 67015' 12" E, 220.00 feet; N 220 15' 12" E, 14.14 feet; N 66° 14' 12" E, 51.28 feet; S 610 24' 40" E, 13.97 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 67° 1511211 E,110.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 22° 1511211 E,14.14 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 220 4414811 W, 27.61 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an are distance of 1,006.07 feet, through a central angle of 38' 18' 04", having a radius of 1,505.01 feet, the long chord which bears N 0313514611 W, 987.44 feet; N 280 40' 55" W, 14.28 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 16° 53' 14" E, 50.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 62° 27' 24" E,14.28 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an arc distance of 405.62 feet, through a central angle of 15126' 32", having a radius of 1,505.00 feet, the long chord which bears N 25156' 25" E, 404.40 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 330 39" 44" E,150.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an arc distance of 174.31 feet, through a central angle of 17131' 19", having a radius of 570.00 feet, the long chord which bears N 24' 54' 04" E, 173.64 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 16° 08' 25" E, 53.68 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an arc distance of 46.85 feet, through a central angle of 07140' 47", having a radius of 349.50 feet, the long chord which bears N 12118' 02" E, 46.81 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a compound curve to the left; With said compound curve to the left, an arc distance of 122.79 feet, through a central angle of 09103' 57", having a radius of 776.00 feet, the long chord which bears N 03' 55' 40" E,122.66 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 00° 36' 18" W, 27.91 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set in the North line of said PMBC tract, and said South right-of-way line; THENCE N 890 23' 42" E, 60.00 feet, with said common line, to the POINT OF BEGINNING and containing 7,771,409 square feet or 178.407 acres of land, more or less, SAVE AND EXCEPT a 6.231 acre tract described in said deed to PMBC DEV CO 1 LLC, for a net area of 172.176 acres of land, more or less. TRACT 3: (47.914 ac) BEING that tract of land situated in the T. & P. R. R. Co. SURVEY, ABSTRACT No. 1568, and the R. GANZARA SURVEY, ABSTRACT No. 563, Tarrant County, Texas, and being a portion of the remainder of that tract of land (Tract 1) described by deed to Bonds Ranch Land, LP recorded in Instrument Number D221038882.Official Public Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2" iron rod with cap stamped "GOODWIN MARSHALL" found at the Northwest corner of said remainder tract, the South right-of-way line of Bonds Ranch Road (a 120 foot right-of-way) described by deed to Tarrant County, recorded in Volume 13449, Page 39, said County Records, and the Northeast corner of Lot 1, Block 1, Lago Vista at Bonds Ranch, an addition to the City of Fort Worth, recorded in Cabinet A, Slide 6636, said County Records; THENCE N 890 2314211 E,1,384.14 feet, with the North line of said Remainder tract, and said South right-of-way, to a 5/8" iron rod with cap stamped "WESTWOOD" set; THENCE departing said common line, over and across said Remainder tract, the following courses and distances: S 000 36' 18" E, 27.91 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a curve to the right; With said curve to the right, an arc distance of 122.79 feet, through a central angle of 090 03' 5711, having a radius of 776.00 feet, the long chord which bears S 030 55' 40" W,122.66 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a compound curve to the right; With said compound curve to the right, an arc distance of 46.85 feet, through a central angle of 0714014711, having a radius of 349.50 feet, the long chord which bears S 12118' 02" W, 46.81 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 16° 08' 25" W, 53.68 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an arc distance of 174.31 feet, through a central angle of 17' 31' 19", having a radius of 570.00 feet, the long chord which bears S 24154' 04" W,173.64 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 330 3914411 W, 150.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an arc distance of 405.62 feet, through a central angle of 15' 26' 32", having a radius of 1,505.00 feet, the long chord which bears S 250 56' 25" W, 404.40 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 620 27' 24" W,14.28 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 160 5311411 W, 50.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 28" 40' 55" E,14.28 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an arc distance of 1,006.07 feet, through a central angle of 381 18' 04", having a radius of 1,505.00 feet, the long chord which bears S 03135' 46" E, 987.44 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 220 44' 48" E, 27.61 feet, to a 518" iron rod with cap stamped "WESTWOOD" set; S 220 15' 12" W, 14.14 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 67015' 12" W,110.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 610 24' 40" W, 13.97 feet; S 66° 14' 12" W, 51.28 feet; S 22° 15' 12" W, 14.14 feet; S 67015' 12" W, 220.00 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 670 44' 48" W, 14.14 feet; S 67015' 12" W, 50.00 feet; N 220 44' 48" W, 27.61 feet, to the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an arc distance of 86.24 feet, through a central angle of 02130' 0711, having a radius of 1,975.00 feet, the long chord[ which bears N 21° 29' 45" W, 86.24 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 619° 4511811 W, 296.31 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set in the West line of said Remainder tract, in the East line of aforementioned Lago Vista at Bonds Ranch; THENCE with the West line of said Remainder tract and the East line of said Lago Vista at Bonds Ranch, the following bearings and distances: N 000 27' 42" W, 411.45 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 360 49' 09" W, 498.38 feet, to a 1/2" iron rod found; N 000 35' 52" W, 365.01 feet; S 890 24' 08" W,13.14 feet, to a 1/2" iron rod found; N 000 35' 52" W, 600.02 feet, to a railroad spike found; N 890 24' 08" E,12.50 feet, to a 518" iron rod with cap stamped "WESTWOOD" set; THENCE N 000 35' 52" W, 360.09 feet, to the POINT OF BEGINNING and containing 2,087,134 square feet or,47.914 acres of land, more or less. TRACT 4: (6.231 ac - SAVE & EXCEPT NOTED IN TRACT 2) BEING that tract of land situated in the T. & P. R. R. Co. SURVEY, ABSTRACT No. 1568, Tarrant County, Texas, and being the same as that Save & Except Tract described in deed to PMBC DEV CO 1 LLC, recorded in Instrument Number D224052883, Official Public Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 518" iron rod with cap stamped "WESTWOOD" set at the Northwest corner of said PMBC tract, in the South right-of-way line of Bonds Ranch Road (a 120 foot right-of-way) described by deed to Tarrant County, recorded in Volume 13449, Page 39, and the Northeast corner of the remainder of that tract of land (Tract n described by deed to Bonds Ranch Land, LP recorded in Instrument Number D221038882, bath of said County Records; THENCE departing said South right-of-way line, with the West line of said PMBC and the East line of said Remainder tract, the following courses and distances: S 000 36' 18" E, 27.91 feet, to the beginning of a curve to the right; With said curve to the right, an arc distance of 122.79 feet, through a central angle of 090 03' 57", having a radius of 776.00 feet, the long chord which bears S 030 55' 40" W, 122.66 feet, to the beginning of a compound curve to the right; With said compound curve to the right, an are distance of 46.85 feet, through a central angle of 07' 40' 47", having a radius of 349.50 feet, the long chord which bears S 12118' 02" W, 46.81 feet; S 160 08' 25" W, 53.68 feet, to the beginning of a non -tangent curve to the right; With said non -tangent curve to the right, an arc distance of 174.31 feet, through a central angle of 17131' 1999, having a radius of 570.00 feet, the long chord which bears S 240 54' 04" W,173.64 feet; S 330 39' 44" W9150.00 feet, to the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an are distance of 405.62 feet, through a central angle of 15° 2613211, having a radius of 1,505.00 feet, the long chord which bears S 25° 56' 25" W, 404.40 feet; S 620 27' 24" W,14.28 feet; S 16° 53' 14" W, 50.00 feet; S 280 40' 55" E,14.28 feet; S 730 08' 35" E, 60.02 feet, to a 518" iron rod with cap stamped "WESTWOOD" set for the POINT OF BEGINNING; THENCE over and across said PMBC tract, the following courses and distances: N 610 22' 51" E, 13.98 feet; S 730 06' 46" E,110.02 feet; S 28° 4515111 E,14.31 feet; S 730 0614611 E, 50.02 feet; N 61012' 19" E,13.98 feet; S 730 06' 46" E,110.02 feet, to a 518" iron rod with cap stamped "WESTWOOD" set; S 13° 5013011 W, 71.72 feet; S 100 38' 58" W, 55.85 feet; S 070 51' 15" W, 55.85 feet; S 050 0313311 W, 55.85 feet; S 02015' 50" W, 55.85 feet, to a 518" iron rod with cap stamped "WESTWOOD" set; S 000 31' 53" E, 55.85 feet; S 03019' 35" E, 55.85 feet; S 06° 07' 18" E, 55.85 feet; S 080 50' 06" E, 55.74 feet; S 120 31' 22" E, 50A2 feet, to a 518" iron rod with cap stamped "WESTWOOD" set; S 130 3913211 E, 61.37 feet; S 170 18' 09" E, 55.85 feet; S 200 05' 52" E, 55.85 feet; S 220 07' 22" E, 25.01 feet; S 220 44' 46" E, 37.61 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 67015' 12" W,110.00 feet; N 670 4414811 W,14.14 feet; S 67015' 12" W, 50.00 feet; S 22015' 12" W, 14.14 feet; S 67015' 12" W,110.00 feet; N 670 4414811 W, 14.16 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 220 44' 48" W, 27.57 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the right; THENCE with said non -tangent curve to the right, an arc distance of 964.59 feet, through a central angle of 38014' 50", having a radius of 1,445.00 feet, the long chord which bears N 030 37' 24" W, 946.78 feet, to the POINT OF BEGINNING and containing 271,422 square feet or 6.231 acres of land, more or less. TRACT 5: (136.363 ac) BEING that tract of land situated in the R. GANZARA SURVEY, ABSTRACT No. 563, the T. & P. R. R. Co. SURVEY, ABSTRACT No.1568, the J. P. SMITH SURVEY, ABSTRACT No. 1916, and the A. C. H. & B. SURVEY, ABSTRACT No. 55, Tarrant County, Texas, being a portion of the remainder of those tracts of land known as Tract II and III described by deed to Bonds Ranch Land LP, recorded in Instrument No. D221038882, being all of that tract of land (Tract VI) described by deed to Bonds Ranch Land, LP recorded in Instrument No. D221105176, and a portion of the remainder of the tract of land described by deed to Bonds Ranch Investors II, Ltd. recorded in Volume 16030, Page 268, all of the County Records, Tarrant County, Texas and being more particularly described by metes and bounds as follows: BEGINNING at a 5/8" iron rod with cap stamped "BROOKES BAKER" found in the South right-of-way line of Bonds Ranch Road (a 120' right-of-way) recorded in Volume 13449, Page 39, said County Records, in the West line of that tract of land (Tract 4) described by deed to Texas Electric Service Company (hereinafter referred to as TESCO) recorded in Volume 2542, Page 1, said County Records and being the Northeast corner of said Tract I1; THENCE S 000 25' 05" W, 551.16 feet, departing said South right-of-way line, with the West line of said Tract IV and the East line of the remainder of said Tract II, to the Northeast corner of a remainder of said Investors II tract; THENCE departing said West line, with the North, West and South line of said Investors II Remainder, the following bearings and distances: N 890 34' 47" W, 360.02 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; S 000 25' 13" W, 605.03 feet; S 890 34' 47" E, 360.05 feet to a 5/8" iron rod with orange cap found in aforementioned TESCO West line; THENCE S 000 25' 05" W, 2074.0 feet the East corner of a Remainder tract of said Investors II, at 3374.4 feet the Northeast corner of aforementioned Tract IV, in all a distance of 3895.47 feet, to a concrete monument stamped "TESCO" found for the Southeast corner of said Tract VI and being the North line of a tract of land described by deed to BKV Midstream, LLC recorded in Instrument No. D222169417, said County Records; THENCE S 890 53' 40" W, with the South line of said Tract VI and said North line, at 416.72 feet, a 5/8" iron rod with cap stamped "BROOKES BAKER" found for the Southwest corner of said Tract VI, continuing with the South line of aforesaid Tract II, a distance of 1480.42 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set at the Southeast corner of another Remainder of said Investors II tract; THENCE with the East, North and West line of said Investors II tract the following bearings and distances: N 000 06' 20" W, 604.96 feet to a 5/8" iron rod found; S 890 5314011 W,174.38 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set in the common line of said Tracts II and III; S 000 25' 23" W, 604.98 feet, with said common line, to a 5/8" iron rod with cap stamped "WESTWOOD", set at the Southwest corner of said Tract II and being the Southeast corner of said Tract III; THENCE S 890 53' 40" W, a distance of 1660.16 feet, to a 7/8" iron rod found in the East right-of-way line of Farm -to -Market Road 1220 (a variable width State Highway), being the Southwest corner of said Tract III; THENCE N 140 02' 29" W,17.61 feet, with said East right-of-way, to the southerly Southwest corner of that tract of land described by Correction Deed to PMBC DEV CO 3 LLC, recorded in Instrument Number D225031405, said County Records; THENCE N 890 53' 40" E,1476.68 feet, departing said East right-of-way, with the South line of said PMBC tract, to a 5/8" iron rod with cap stamped "WESTWOOD" set for the Southeast corner of said PMBC tract; THENCE with the East line of said PMBC tract the following courses and distances: N 00° 06' 20" W, 604.88 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 89° 53' 40" E,195.20 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 000 40' 11" E, 250.87 feet; N 89° 19' 49" W,10.00 feet; N 00° 40' 11" E,121.49 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a curve to the right; With said curve to the right, an arc distance of 812.27 feet, through a central angle of 37113' 54", having a radius of 1250.00 feet, and a long chord which bears N 190 17' 08" E, 798.05 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 37° 54' 05" E, 29.11 feet; S 520 05' 55" E,170.30 feet; N 38° 42' 57" E, 22.02 feet; S 51° 17' 03" E,120.00 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 380 42' 57" E, 601.79 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 51° 17' 03" W, 170.00 feet; N 38° 42' 57" E, 8.83 feet; N 51° 17' 03" W,185.64 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 240 29' 34" E, 336.77 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 76° 32' 16" W, 348.60 feet to a 518" iron rod with cap stamped "WESTWOOD" set at the beginning of a non -tangent curve to the left; With said non -tangent curve to the left, an arc distance of 825.99 feet, through a central angle of 63' 06' 03", having a radius of 750.00 feet, and a long chord which bears N 180 05' 17" W, 784.87 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 49° 38' 19" W,199.10 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set in the South right-of-way line of said aforementioned Bonds Ranch Road, being the Northeast corner of said PMBC tract; THENCE N 410 2110711 E, 1377.37 feet, with said South right-of-way line, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found at the beginning of a curve to the right; THENCE, continuing with said South right-of-way, with said curve to the right, an arc distance of 892.50 feet, through a central angle of 35° 30' 42", having a radius of 1440.00 feet, and a long chord which bears N 59° 06' 28" E, 878.29 feet to the POINT OF BEGINNING and containing 6,157,801 square feet or 141.364 acres, more or less; SAVE AND EXCEPT THE FOLLOWING DESCRIBED TRACT: BEING that tract of land situated in the R. GANZARA SURVEY, ABSTRACT No. 563, Tarrant: County, Texas, and being a remainder of that tract of land described by deed to Bonds Ranch Investors H, Ltd. recorded in Volume 16030, Page 268, County Records, Tarrant County, Texas and being more particularly described by metes and bounds as follows: COMMENCING at a concrete monument stamped "TESCO" found in the West line of a tract of land (Tract 4) described by deed to Texas Electric Service Company (hereinafter referred to as TESCO) recorded in Volume 2542, Page 1, County Records, Tarrant County, Texas, being the Southwest corner of that tract of land (Tract VI) described by deed to Bonds Ranch Land, LP recorded in Instrument No. D221105176, said County Records, and in the North line of a tract of land described by deed to BKV Midstream, LLC recorded in Instrument No. D222169417, both of said County Reocrds; THENCE N 000 25' 05" E,1821.44 feet, with the West line of said TESCO tract and the East line of said Tract H, to the POINT OF BEGINNING; THENCE departing said common line, with the Southeast, Southwest, Northwest, and Northeast lines of said Remainder the following bearing and distances: S 42° 57' 52" W, 604.98 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER", found; N 470 02' 08" W, 360.06 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER", found; N 42° 57' 52" E, 604.98 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER", found; THENCE S 470 02' 08" E, 360.06 feet to the POINT OF BEGINNING and containing 217,829 square feet or 5.001 acres, more or less, for a Net Area of 5,839,972 square feet or 136.363 acres, more or less. TRACT 6: (98.837 ac) BEING that tract of land situated in the R. GANZARA SURVEY, ABSTRACT No. 563, the T. & P. R. R. Co. SURVEY, ABSTRACT No.1568, and the J. P. SMITH SURVEY, ABSTRACT No. 1916, Tarrant County, Texas, being a portion of the remainder of those tracts of land known as (Tract H and III) described by deed to Bonds Ranch Land LP, recorded in Instrument No. D221038882, being all of that tract of land (Tract VI) described by deed to Bonds Ranch Land, LP recorded in Instrument No. D221105176, and a portion of that tract of land described by deed to PMBC DEV CO 3 LLC recorded in Instrument No. D225031.405, all of the County Records, Tarrant County, Texas, and being more particularly described by metes and bounds as follows: COMMENCING at a 5/8" iron rod with cap stamped "BROOKES BAKER" found in the South right-of-way line of Bonds Ranch Road (a 120' right-of-way) recorded in Volume 13449, Page 39, said County Records, being the Northeast corner of said Tract II, in the West line of a tract of land (Tract 4) described by deed to Texas Electric Service Company recorded in Volume 2542, Page 1, said County Records, the beginning of a non -tangent curve to the left; THENCE with said South right-of-way line, with said non -tangent curve to the left, an arc distance of 892.50 feet, through a central angle of 35° 30' 42", having a radius of 1440.00 feet, and a long chord which bears S 591106' 28" W, 878.29 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found; THENCE S 410 2110711 W,1377.37 feet, continuing with said South right-of-way line, to a 5/8" iron rod with cap stamped "WESTWOOD" set for the Northeast corner of said PMBC Dev Co 3 LLC tract and being the POINT OF BEGINNING; THENCE departing said common line, with the East line of said PMBC Dev Co 3 LLC tract over and across said Tract H and III the following courses and distances: S 490 38' 19" E,199.10 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a curve to the right; With said curve to the right, an arc distance of 825.99 feet, through a central angle of 63106' 03", having a radius of 750.00 feet, and a long chord which bears S 18105' 17" E, 784.87 feet to a 518" iron rod with cap stamped "WESTWOOD" set; S 76° 32' 16" E, 348.60 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 24° 2913411 W, 336.77 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 51017' 03" E, 185.64 feet; S 380 42' 57" W, 8.83 feet; S 510 17'03" E,170.00 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 38° 42' 57" W, 601.79 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 5101T 03" W, 120.00 feet; S 380 42' 57" W, 22.02 feet; N 520 0515511 W, 170.30 feet; S 370 5410511 W, 29.11 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set at the beginning of a curve to the left; With said curve to the left, an arc distance of 812.27 feet, through a central angle of 370 13' 54", having a radius of 1250.00 feet, and a long chord which bears S 19117' 08" W, 798.05 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 000 40' 11" W, 121.49 feet; S 89019' 49" E,10.00 feet; S 000 40' 11" W, 250.87 feet; S 890 5314011 W,195.20 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 000 06' 20" E, 604.88 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set for the Southeast corner of said PMBC Dev Co 3 LLC tract; THENCE S 890 53' 40" W,1476.68 feet, continuing over and across said Tract III, to the East right-of-way line of Farm -to -Market Road 1220 (FM 1220) (a variable width State Highway), to the southerly Southwest corner of said PMBC tract; THENCE N 140 02' 29" W, 225.51 feet, to the northerly Southwest corner of said PMBC tract, being the Southwest corner of a Remainder of said Tract III, to a 5/8" iron rod with cap stamped "WESTWOOD" set; THENCE S 890 19' 49" E, 1340.81 feet, departing said East right-of-way, over and across said Tract III Remainder, to a 5/8" iron rod with cap stamped "WESTWOOD" set; THENCE N 000 40' 11''' E, at 634.75 feet, crossing the common line between said Tract H, in all a distance of 660.19 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; THENCE over and across said PMBC tract the following bearings and distances: N 890 19'49" W, 460.00 feet; N 000 40' 11 "' E, 4.81 feet; N 89019' 49" W, 240.00 feet; S 00" 40' 11" W,10.32 feet; N 89° 19' 49" W,170.00 feet; S 00° 40' 11" W, 28.87 feet, an ell corner of said PMBC tract; THENCE N 890 34' 14" W, 634.43 feet, departing ell corner, over and across said PMBC tract, to a 5/8" iron rod with cap stamped "WESTWOOD" set in the aforementioned East right-of-way line of Farm -to -Market Road 1220 and the West line of said PMBC tract; THENCE N 140 02' 29" W, 916.81 feet, with said common line to a 5/8" iron rod with cap stamped "WESTWOOD" set; THENCE departing said common line, with the North line of said PMBC tract, the following bearings and distances: N 750 10'04" E,1.502.86 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 310 48' 22" E, 758.91 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 090 53' 17" W,184.84 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 690 51' 00" W,182.83 feet, to a 5/8" iron rod with cap stamped "BROOKES BAKER" found in the South right-of-way line of aforementioned Bonds Ranch Road; THENCE N 410 21' 07" E, 729.66 feet, with said South right-of-way line to the POINT OF BEGINNING and containing 4,305,346 square feet or 98.837 acres, more or less. TRACT 6A: (0.970 ac) BEING that tract of land situated in the T. & P. R. R. Co. SURVEY, ABSTRACT No. 1568, and the J. P. SMITH SURVEY, ABSTRACT No.1916, Tarrant County, Texas, and being a portion of the remainder of that tract of land (Tract IIn described by deed to Bonds Ranch Land LP, recorded in Instrument No. D221038882, County Records, Tarrant County, Texas and being more particularly described by metes and bounds as follows: COMMENCING at a 7/8" iron rod found in the East right-of-way line of Farm -to -Market Road 1220 (a variable width State Highway), being the Southwest corner of said Tract III; THENCE N 140 02' 29" W, 243.12 feet, with said East right-of-way, to a $/8" iron rod with cap stamped "WESTWOOD" set; THENCE departing said East right-of-way, with the South and East line of the Remainder of said Tract III, the following bearings and distances: S 890 19'49" E,1340.81 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 00° 40' 11" E, 634.75 feet, to a 5/8" iron rod with cap stamped "WESTWOOD" set for the POINT OF BEGINNING; THENCE S 890 59' 05" W, 674.91 feet, departing said East line, over and across said Tract III Remainder, to a 5/8" iron rod with cap stamped "WESTWOOD" set; S 000 25' 46" W,141.24 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 890 34' 14" W,110.00 feet to a 5/8" iron rod with cap stamped "WESTWOOD" set; N 000 25' 46" E,141.19 feet; N 890 34' 14" W, 85.14 feet, to the North line of said Tract III Remainder; THENCE with said North line the following bearings and distances: N 00° 40' 11" E, 28.87 feet; S 890 19' 49" E, 170.00 feet; N 000 40' 11" E, 10.32 feet; S 89° 19' 49" E, 240.00 feet; S 000 40' 11" W, 4.81 feet; S 89019' 49" E, 460.00 feet; THENCE S 000 40' 11" W, 25.44 feet to the POINT OF BEGINNING and containing 42,272 square feet or 0.970 acres, more or less. EXHIBIT B CONCEPTUAL PLAN [SEE ATTACHED] Exhibit B — Page 1 h- }Nw _3 iT.T.•1•1• EXHIBIT C DEVELOPER IMPROVEMENTS [SEE ATTACHED] Exhibit C — Page 1 ,.TNC Fxr6grDRRAYSA CDN('f}NML OESxalTN6 P3 Rlw a s�,uu,nc wt xn„�+wos rar+wwnr+a PlR W.r,AW /JID ALL DESIGN EIFNBRSAxE I suaacv 'ro aux,+E N+r 5A WATER , LF R zrD,art,uwA,esavmvusDora,w+amvre `rror�.w.nau+e+' `\\ NIOMCYL DEWPATxx,. wOOx 6RE VptlF1U„oN WAf PEIE91w©ATitE PNOJCtTS,IEwDBJMFATNIx •_ BONGS RANCH ROAD - 3,350 LF , ' (2 EAASMOUND Lwes 4 AWriC10V.TElD('JOpN OF TERESS�dE RAKE �C�OM�,Wa�C�µ6 wTAx.vm uNY6R. x5+ ,. -RDCUIWMMI-FSAAq+mna.eemw } PHA ( �.mOAIDPNfN2•F LS151N•o'�� ' BONGS RANCH ROAD -SOO LF 't 2EASTBOUND LANES1 ®Im N1tl1111E7•�17i�iPmlm+ C S,oneme,Ne[f sL,ldG f�saa o� BONDSEA L',OAD-2,700 LF f2 EA57BOUND 11,NES1 . ❑D>•INL7®fNIAIfAOOB$DllBli - TOTAL P10 ACREAGE==2 AC -NeDLCQfOEYBCINNf•Of PA& - - lvata.v • . . I �� EAGIE OIALL ROAD - 3,700 LF •., r-} Ny ,�It• ROv ' � EASTBOUND LANES) :n' 11 r f '11N�ANDPRARIZWAY -1750 LF OUND GB4 PrWe 1 PIg1eS MM ] 11v� � TOIK _ - �'.rsa+fxs p trsxuvm. >• ,e n x w M+P edpL perx +eTm. f 0 r Y 4 pvx,am. F ,e >Q a IN Twx- I 4e, $11 lT M Tan 'HASE 1 IONDS RANCH ROAD -1,4SC LF 1 vvemoUND L►MM � 2 f xf�RCB POOINT OF PINt OF O ACCESS 9 p i r WATER LNiE-14,500 LF —TER , El a en uvAem DF xAUN 7 x, EAMOUNTAIN PARIOMAY-7,7M wEsreouxD uxEs1 1.10'xS RLS :. r. •� r RIO CLARO MAJORINFRASTRUCTURE JUNE 2025 MOSIER CREEK PA -900 wnecaw.[R� M&C Review 8/14/25, 4:16 PM - . CITY COUNCIL AGENDA Create New From This M&C Official site of the City of Fort Worth, Texas FoR� T�oRrH REFERENCE **M&C 25- 06CENTURION AMERICAN -RIO DATE: 6/24/2025 NO.: 0565 LOG NAME: CLARO DEVELOPMENT AGREEMENT CODE: L TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (CD 7) Authorize Execution of a Development Agreement with MM Rio Claro 620, LLC, for Approximately 630 Acres of Land Commonly Referred to as Rio Claro, Located within the Corporate Limits of the City RECOMMENDATION: It is recommended that City Council authorize the City Manager or a designee to execute a Development Agreement and take actions to carry out such agreement with MM Rio Claro 620, LLC, for approximately 630 acres of land, commonly referred to as Rio Claro, located within Fort Worth's corporate limits in Tarrant County. DISCUSSION: MM Rio Claro 620, LLC, (Developer) has expressed interest in entering into a Development Agreement with the City of Fort Worth for approximately 630 acres of real property (Property) located within the corporate limits of the City of Fort Worth in Tarrant County. The site is south of Bonds Ranch Road, east of Morris Dido Newark Road, and north of Eagle Mountain Parkway. Pursuant to the agreement, the Developer will develop the Property as a master planned community consisting of single-family uses including open space, and other public and private amenities. The City will serve as the retail provider of water and sewer services to the area. However, water, sewer, drainage, roadway, and other public infrastructure are not currently available to serve the intended development of the property. The Developer intends to design, construct, install, and/or make financial contributions to certain on -site and/or off -site public improvements to serve the Property and adjacent properties. In consideration of the Developer's agreement to provide financing for the authorized improvements, the City intends to consider creation of a public improvement district in accordance with Chapter 372 of the Texas Local Government Code. The Public Improvement District (PID) is intended to provide alternative financing arrangements that will enable the Developer to fund specified portions of the cost of the authorized improvements. The installation of the authorized improvements will provide a benefit to the City as a whole and to the area adjacent to the Property by improving mobility, drainage and water and sewer supply. The property is in COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that approval of this recommendation will have no material effect on City funds. TO Fund I Department I Account I Project I Program I Activity I Budget I Reference # I Amount ID ID Year (ChartField 2) apps.cfwnet.org/council_packet/mc_review.asp?ID=33426&councildate=6/24/2025 1 /2 8/14/25, 4:16 PM M&C Review i FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I I ID I I I Year I (Chartfield 2) Submitted for City Manager's Office by_ Jesica McEachern (5804) Originating Department Head: D.J. Harrell (8032) Additional Information Contact: Leo Valencia (2497) ATTACHMENTS 1295 - Rio Claro Development Acireement.Ddf (CFW Internal) Rio Claro MaD.Ddf (Public) apps.cfwnet.org/council_packeVmc_review.asp?ID=33426&r-ouncildate=6/24/2025 2/2