Loading...
HomeMy WebLinkAbout064460 - Construction-Related - Contract - GRBK Edgewood LLCCity Secretary / _ Contract No 1�(00 BONDS RANCH DEVELOPMENT AND CONSENT AGREEMENT This DEVELOPMENT AND CONSENT AGREEMENT (this "Agreement" 1 is entered into by and between the City of Fort Worth, a home -rule municipal corporation situated in Parker, Tarrant, Johnson, Denton, and Wise Counties (the "Ci acting by and through its duly authorized Assistant City Manager, and GRBK Edgewood LLC, a Texas limited liability company ("Developer") as of the Effective Date. The City and Developer shall be considered singularly as a "Party" or collectively as "Parties" to this Agreement. The District, as hereinafter described, shall be considered a "Party" following its limited joinder to this Agreement pursuant to Chapter 791, Texas Government Code. RECITALS A. The City is a Texas home -rule municipality located within Parker, Tarrant, Denton, Johnson, and Wise Counties; and B. Developer owns or anticipates owning approximately 322.4 acres of land situated in Tarrant County, Texas (the "County") in the City's extraterritorial jurisdiction "ET " as described in Exhibit A, attached hereto (the "Land") and C. Developer intends to develop the Land in the City's ETJ as a mixed -use, master -planned community (the "Project") and D. The Land is currently situated within the City's certificated water service area under Certificate of Convenience and Necessity "CCN" No. 12311, granted to the City by the Public Utility Commission of Texas; and E. The Land is not currently situated in any retail utility provider's CCN for sewer service; and F. The water, sewer, drainage, roads, and other public infrastructure necessary for the Project are not currently available; and G. The County received a petition to create Tarrant County Fresh Water Supply District No. 3 under Article XVI, Section 59 of the Texas Constitution, operating under Chapters 49 and 53, Texas Water Code, as amended (the "District" including the Land within the boundaries of the District for the purpose of financing water, sewer, roadways, and drainage facilities and improvements, along with other public infrastructure necessary for the Project; failing creation of the District by the County, Developer intends to apply to the TCEQ (hereinafter defined) to create a municipal utility district under Article XVI, Section 59, of the Texas Constitution, to be operated under Chapters 49 and 54, Texas Water Code, as amended (and such municipal utility district, if created, may be referred to interchangeably as the "District" for the purposes of this Agreement); and H. The Parties acknowledge that the purpose, among others, for which the Parties are entering into this Agreement is to negotiate mutually agreeable terms upon which the City OFFICIAL RECORD CS0 REC CITY SECRETARY DEC 1 n5 PM'' = i 4 FT. WORTH, TX gives its written consent by resolution to the creation of the District pursuant to Section 42.042, Texas Local Government Code, as amended; and I. The Parties agree that a strategic partnership agreement authorized under Section 43.0751, Texas Local Government Code, as amended, and attached to this Agreement in form and substance as Exhibit C (the "Strategic Partnership Agreement') is intended to be entered into by the District and the City; and J. The City Council of the City adopted Resolution No. 6095-05-2025 (the "Consent Resolution") consenting to the creation of the District; and K. The Parties intend for the City to be the retail provider of water and sewer service to the Land and Developer agrees to construct certain facilities and improvements necessary for the Project and the City's extension and expansion of its water and sewer systems; and L. The Parties have the authority to enter into this Agreement pursuant to Section 212.172, Texas Local Government Code. M. The Developer shall deliver a copy of this Agreement to the County once executed by the Parties. NOW THEREFORE, in exchange for the commitments, covenants, and premises recited herein, for which each Party agrees constitutes sufficient consideration therefore, the Parties agree to the following terms: ARTICLE I. DEFINED TERMS Section 1.01 Defined Terms. "Active Transportation Plan" means the Fort Worth Active Transportation Plan, dated April 2019. "Approved Infrastructure Studies" mean those certain water, sewer, drainage, and floodplain studies, and that certain transportation impact analysis, required for review and approval by the City to specifically determine improvements and facilities necessary to serve the Project, each as may be amended from time to time. "Assignee" means a successor to Developer as further described and defined in Section 9.02 of this Agreement. "Bonds" mean any instrument, including a bond, note, or other type of obligation (1) issued or incurred by an issuer under the issuer's borrowing power, and (2) represented by an instrument issued in bearer or registration form or if not represented by an instrument, the transfer of which is registered on books maintained for that purpose by or on behalf of the issuer. For the purposes of Article VI, the term "Bonds" does not include refunding bonds. 2 "Conceptual Plan" means the preliminary conceptual plan attached as Exhibit B to this Agreement. "Community Facilities Agreements Ordinance" means Ordinance No. 23656-05-2019, adopted by the City Council of the City of Fort Worth, effective June 1, 2019, as amended by Ordinance No. 25556-06-2022, effective as of June 15, 2022. "County" means Tarrant County, Texas. "District" means Tarrant County Fresh Water Supply District No. 3, created under Article XVI, Section 59, Texas Constitution, and operating pursuant to Chapters 49 and 53, Texas Water Code, as amended, or, alternatively, Tarrant County Municipal Utility District No. _, created under Article XVI, Section 59, Texas Constitution, and operating pursuant to Chapter 49 and 54, as amended. "Effective Date" means the date this Agreement is fully executed by the City and Developer. "ETJ" means the unincorporated area that is contiguous to the corporate boundaries of a municipality as determined under Chapter 42, Texas Local Government Code, presently extending five miles from the City's corporate limits, excluding other incorporated municipalities and their respective ETJs. "Impact Fees" means the assessments (maximum impact fee per service unit) on new development within the corporate limits and ETJ of the City, adopted by the City pursuant to the calculation and methodology established under Chapter 395 of the Texas Local Government Code, for water facilities and wastewater facilities, wherein the maximum impact fees per water meter and for water facilities and wastewater facilities set forth in Schedules 1 and 2 of the most recently adopted water and wastewater impact fee ordinance of the City, shall solely apply to the Project Infrastructure. "Infrastructure" means water, sewer, road, and drainage facilities and improvements (together with associated grading, landscaping, lighting and signage) constructed to serve the Land. "Infrastructure Standards" mean the following City regulations in effect as of the Effective Date, as may be amended thereafter, provided any such amendment is adopted in response to a change in applicable law or regulation specifically relating to public health, safety, or general welfare, and expressly excluding any amendment that affects any right vested as of the Effective Date, pursuant to Chapter 245, Texas Local Government Code: Water and Sewer: 1. Installation Policy and Design Criteria for Water, Wastewater and Reclaimed Water Infrastructure, dated May 2019, and incorporated in the Subdivision Ordinance; 2, Community Facilities Agreements Ordinance; and 3. Unit Price Ordinance, effective as of June 1, 2019, in Ordinance No. 23657-05- 2019. 3 Drainage: Road: Stormwater Criteria Manual, effective July 15, 2024, Ordinance No. 26963-06-2024, as amended. 1. Street design and construction standards set forth in the City's Transportation and Engineering Manual, effective May 7, 2019; 2. Master Thoroughfare Plan adopted on May 3, 2016, in Ordinance No. 22191-05- 2016, and as updated on November 10, 2020, in Ordinance No. 24524-11-2020; 3. Access Management Policy effective as of August 1, 2018, and adopted on June 5, 2018, in Ordinance No. 23225-06-2018; and 4. Collector Network Planning Policy effective as of August 1, 2018, through amendment to the Subdivision Ordinance in Ordinance No. 23225-06-2018. 5. Pavement Design Manual adopted on January 29, 2015. "Land" means those 322.4 acres, more or less, owned by Developer, described in Exhibit A. "Lot Owner" means any end -user or purchaser of a fully developed and improved lot within the Land as such term is used in Section 212.172(f), Texas Local Government Code. "Major Thoroughfares" means Fleming Ranch Road, Peden Road, and Bonds Ranch Road. "Park Dedication Policy" means the Neighborhood and Community Park Dedication Policy, Ordinance No. 26597-11-2023 effective January 1, 2024. "Plan Review Fees" or "Fees" mean all application, review, engineering, inspection, acceptance, administrative, studies, and other fees imposed by the City related to the acceptance, review, or processing of plats, or engineering or construction plans, or to the inspection of improvements for construction of Infrastructure, with all such Fees published, determined, and assessed in accordance with Section 212.906, Texas Local Government Code. "Road Improvements" mean those street, paving, grading, sidewalk, landscaping, and storm water or related improvements located within, or adjacent to, and serving the Land and the District and benefitdng the public, designed and constructed pursuant to this Agreement. "Structures" mean permanent buildings designed for human occupancy. "Sewer Infrastructure Improvements" means those certain sanitary sewer improvements and associated improvements, facilities, and components serving the Land and the District and benefitting the public, designed and constructed pursuant to this Agreement. 4 "Subdivision Ordinance" means Chapter 31 of the City's Code of Ordinances, as amended. "TCEQ" means Texas Commission on Environmental Quality or any successor agency. "Water and Wastewater Impact Fee Ordinance" means City Code Chapter 35, Article III, Division 2: Water and Wastewater Impact Fees, Section 35-66, et seq. or ordinances adopted to carry out the purposes of Chapter 35, Article III, Division 2 of the City Code, including the adoption of Schedule 1 and 2. "Water Infrastructure Improvements" means those certain water improvements and associated improvements, facilities, and components serving the Land and the District and benefitting the public, designed and constructed pursuant to this Agreement. "Zoning Ordinance" means Ordinance No. 21653, as amended, and as codified in Appendix A of the City's Code of Ordinances. ARTICLE II. DEVELOPMENT REGULATIONS Section 2.01 Governing Regulations. The Land will be developed in accordance with the following regulations in effect as of the Effective Date, as modified herein, and by amendments to the regulations in subsections (a) and (b), provided any such amendment is adopted in response to a change in applicable law or regulation specifically relating to public health, safety, or general welfare after the Effective Date (collectively, the "Governing Regulations"). Developer does not waive any vested right or claim pursuant to Chapter 245, Texas Local Government Code, and may challenge at any time any such amendment adopted by the City after the Effective Date. (a) The Subdivision Ordinance, codified as Chapter 31 of the City Code; (b) The Infrastructure Standards; (c) The Park Dedication Policy; (d) Permitted Uses set forth in Section 2.02; and (e) Final plats for portions of the Land that are approved by the City in accordance with the Agreement. Section 2.02 Permitted Uses. The Land will be developed in accordance with the following permitted uses and development standards: (a) The residential parcels shown on the Conceptual Plan shall be developed in accordance with the following sections of the Zoning Ordinance: (i) Section 4.705, One -Family ("A=5") District; and (ii) Section 4.603, Residential District Use Table. (b) The non-residential parcels shown on the Conceptual Plan shall be developed in accordance with the following sections of the Zoning Ordinance: (i) Section 4.901, Neighborhood Commercial ("E") District; and (ii) Section 4.803, Non -Residential District Use Table. (c) At least twenty percent (20%) of the single-family lots developed on the Land shall have a minimum width of 60 feet measured at the front setback line. (d) The maximum number of residential lots that may be developed on the Land shall be limited to 960. Section 2.03 Variances. The City's Director of the Development Services Department may administratively approve minor revisions to the regulations set forth in Section 2.02 of this Agreement, including a request for (a) an increase in the height of structures of 5% less; (b) a setback reduction of 10% or less; or (c) an increase in ground coverage by a structure of 5% or less. All other variance requests shall be submitted to the City's Board of Adjustment. To the extent the above variance requests serve to increase ground coverage, the City's Stormwater Management Division shall be given an opportunity to review and comment prior to administrative approval. Section 2.04 Parks. (a) Generally. All parkland shown on the Conceptual Plan shall comply with the City's Park Dedication Policy and be dedicated to and maintained by the District or a homeowner or property owners association until the full purpose annexation of the Land by the City; provided, however, the final location of such areas may be subject to change based on development. Floodplain shall be preserved as greenspace, regardless of its public or private character, and Developer shall work in good faith with developers of land adjacent to the Land to reasonably achieve east -to -west public trail connectivity between the Project and adjacent projects in general accordance with the City's Active Transportation Plan. For the purposes of this subsection, any change to the final location of parkland or modifications of alignment to the walking trails, as shown in the Conceptual Plan or as otherwise mutually agreed to by the Parties, that does not serve to increase the overall density of the Project may be considered a minor revision to this Agreement and may be administratively approved by the City. (b) Commuwit Park Dedication Requirements. Developer may satisfy the dedication and fee requirements prescribed under the Park Dedication Policy for Community Parks (as that term, either in the singular or plural form, is defined in the Park Dedication Policy) through the payment of fees -in -lieu, which shall be assessed on final lot count. and assigned an initial Fair Market Value ("FMV") of $47,500 per acre, subject to all applicable credits available under the Park Dedication Policy. The FMV basis shall be reassessed at an interval of not less than every five (5) years following the Effective Date and any reassessment shall not reflect an increase exceeding the published consumer price index for the same period. Meeting the foregoing fee -in -lieu requirements shall constitute compliance under the Park Dedication Policy for Community Parks and no other Community Park requirements or applicable fees shall apply to the Project. (c) Neighborhood Park Dedication Requirements. The anticipated costs to design, construct, and otherwise improve the designated neighborhood park area generally depicted on the Conceptual Plan, and conveyance to the District of such neighborhood park site, shall satisfy the Neighborhood Park dedication and fee requirements under the Park Dedication Policy, and no other park requirements or applicable fees shall apply to the Project. Pursuant to the Park Dedication Policy, the Developer shall submit neighborhood park approved facilities, park plan(s), and construction documents to the City's Park and Recreation Department for review and approval prior to submission of the final plat covering the neighborhood park area. Section 2.05 Setbacks from Gas Wells. No residences, religious institutions, schools, bleachers, grandstands, or playground equipment may be constructed within 200 feet of a gas well or compressor station. Such distance will be measured from the center of the well bore or compressor structure in a straight line to the closest exterior point of any of the foregoing structures. No other gas well setbacks shall apply within the Land. ARTICLE III. DEVELOPMENT PROCESS AND APPROVALS Section 3.01 Conceptual Plan; Plats. The Conceptual Plan depicts the approved land uses and plan for development of the Land. Use and development of the Land shall generally follow the Conceptual Plan. Any plat applications or other development permits submitted under this Agreement that generally comply with the Conceptual Plan and this Agreement shall be approved, subject to applicable rules and regulations. Any conflict between the Conceptual Plan and the Governing Regulations shall be resolved in favor of the Conceptual Plan. Section 3.02 jurisdiction. The City shall have jurisdiction over the review and approval of all subdivision plats and engineering studies and plans for Infrastructure serving the Land in accordance with this Agreement and any agreement between the City and the County as required by Chapter 242, Texas Local Government Code. Notwithstanding anything herein to the contrary, the County shall have the right to review and approve subdivision plats and review road improvements and drainage plans as part of the City -led platting and infrastructure review process pursuant to this Agreement. The City shall comply with the plat review and approval procedures required by Texas Local Government Code Section 212.009, et seq. Section 3.03 Pre -Development Conference. Upon request of Developer, Developer and City staff from the Development Services Department, Water Department, Transportation and Public Works Department, and other affected departments shall conduct a pre -development conference prior to the submittal of each preliminary plat by Developer to the City. Such conferences shall include discussion of the Project schedule and shall be conducted on the same terms and deadlines as similarly situated projects within the City's corporate limits. Section 3.04 Plat Approval. Subdivision of the Land or any portion thereof shall require plat approvals by the City Plan Commission in accordance with the Subdivision Ordinance and Chapter 212, Texas Local Government Code; provided, however, conveyance by metes and bounds of any portion of the Land for the purpose of qualifying individuals for membership of the board of supervisors of the District under Section 6.16 of this Agreement shall not be considered a subdivision, nor shall such conveyance or division trigger City platting or approval requirements. Section 3.05 Zoning. In the event of any conflict between this Agreement, the Zoning Ordinance, or any subsequent amendment thereto adopted by the City, this Agreement shall prevail. ARTICLE IV. INFRASTRUCTURE Section 4.01 City Provision of Retail Water and Sewer Service. The Parties agree the Land is currently situated within the City's certificated service area under Certificate of Convenience and Necessity ("CCN") No. 12311, granted to the City by the Public Utility Commission of Texas, 7 obligating the City to provide continuous and adequate water service to the customers in the Land under Section 13.250 of the Texas Water Code. Upon completion by Developer and acceptance by the City of the Water Infrastructure Improvements and Sewer Infrastructure Improvements, and pursuant to Section 13.250, Texas Water Code, and this Agreement, the City shall provide continuous and adequate retail water and sewer service to all customers within the Land. Section 4.02 Construction of Public Infrastructure. Except as otherwise depicted on the Conceptual Plan or set forth in this Agreement, the Water Infrastructure Improvements, Sewer Infrastructure Improvements, and Road Improvements to serve the Land and the Project shall be designed and constructed in compliance with the applicable Infrastructure Standards. As of the Effective Date, Developer has submitted, and the City has approved, the water, sewer, and drainage studies for the Project; Developer has also submitted a transportation impact analysis (MA") for review and approval by the City, which approval shall not be unreasonably withheld, conditioned, or delayed. Developer shall further provide to the City for its review a cost estimate or opinion on probable costs of Road Improvements, drainage facilities, and park improvements anticipated to serve the Land and the Project at full buildout. (a) Plan Review and Fees. Infrastructure construction shall not commence until (i) the plans and specifications have been reviewed and accepted by the City in compliance with the Governing Regulations, with such acceptance not being unreasonably delayed, conditioned or withheld; (ii) the applicable Plan Review Fees have been paid; and (iii) in the case of the Water Infrastructure Improvements and Sewer Infrastructure Improvements, a pre -construction conference has been held by the contractor hired to construct such infrastructure, the District's engineer, and representatives of the City's Water Department. (b) Community Facilities Agreements. The Parties agree to execute Community Facilities Agreements concerning Water Infrastructure Improvements and Sewer Infrastructure Improvements serving the Land in accordance with the terms set forth in the Community Facilities Agreements Ordinance. Road Improvements and drainage facilities serving the Land will be maintained by the District and shall not be subject to the Community Facilities Agreements Ordinance or included in any Community Facilities Agreements. Notwithstanding anything to the contrary herein, Developer shall not be required to apply for, execute, or make any financial guarantees required under Community Facilities Agreements concerning Regional Facilities, as that term is defined under subsection 4.03(c) of this Agreement. (c) Oversizing Requirements. For any oversizing requirements imposed by the City for Water Infrastructure Improvements or Sewer Infrastructure Improvements serving the Land and the District, the City shall reimburse Developer in accordance with state law and the methodology described in the Unit Price Ordinance. Such amounts due to Developer for the City's pro- rata portion of all oversizing costs shall be reimbursed to Developer as monthly contractor pay requests are processed. (d) Easements. Easement acquisition by the District shall only be authorized and limited to the eminent domain authority given to conservation and reclamation districts created under Section 59, Article XVI, Texas Constitution and operating pursuant to Section 53.150 or Section 49.222 of the Texas Water Code. Developer shall use reasonable efforts to acquire offsite easements necessary for the construction and installation of any offsite Water Infrastructure Improvements and Sewer Infrastructure Improvements required under an Approved Infrastructure Study. If such efforts fail, Developer shall notify the City and provide 8 the City with documentation demonstrating such commercially reasonable efforts. If the City fails to initiate condemnation by ordering an appraisal within sixty (60) calendar days after the date of receipt, the City's failure shall be considered authorization to the District to commence condemnation proceedings. Section 4.03 Water and Sewer Infrastructure (a) Description. The District and Developer shall, jointly or severally, design and construct, or cause to be designed and constructed Water Infrastructure Improvements and Sewer Infrastructure Improvements specified under the Approved Infrastructure Studies to serve the Land. (b) Offsite Requirements. Developer or the District shall, jointly or severally, design and construct the offsite Water Infrastructure Improvements expressly required under the Approved Infrastructure Studies and described as follows: (i) 3,300 linear feet of 16-inch waterline installed in Fleming Ranch Road, oversized from an 8-inch waterline; (ii) 900 linear feet of 16" waterline in Fleming Ranch Road, oversized from a 12-inch waterline; and (iii) a 16" waterline in Peden Road, oversized from an 8-inch waterline, along the northern boundary of the Land, beginning at the connection point of the City's planned 24" NSIV regional water main, anticipated to be located at the northeastern corner of the Land, and ending at the northwestern corner of the Land. The 16" waterline in Peden Road described in subsection 4.04(b)(iii) will be constructed and completed as a single project. The City shall waive any capacity fee, acreage fee, capital recovery fee, or reservation charge for any Water Infrastructure Improvements or Sewer Infrastructure Improvements designed and constructed by the District or Developer and participate in the costs of any such offsite extensions beyond the capacity and size of line necessary to serve the Project in accordance with subsection 4.03(c) of this Agreement. (c) Regional Water and Sewer Facilities. The City commits to design and construct, or cause the design and construction of, certain regional water and sewer facilities and lines necessary to expand and extend the City's water and sewer systems to serve the Land and adjacent developments (the "Regional Facilities"). The Regional Facilities include, without limitation: (i) a 24" NSIV regional water main connecting Eagle Mount Water Treatment Plant to Crump Elevated Storage Tank; and (ii) a 54" NSIII regional water main connecting Eagle Mountain Water Treatment Plant to an approximate location east of US Highway 287, near the intersection of Blue Mound and the planned Wagley Robertson arterial road, together with any and all necessary appurtenances and improvements necessary to serve the Project and other nearby developments. The City shall complete the Regional Facilities on or before December 31, 2028 contingent upon the City's successful acquisition of necessary easements and land interests necessary to construction the Regional Facilities. In the event the City fails to complete the Regional Facilities on or before December 31, 2028, Developer shall not be required to contribute to the City the Project's proportionate share, as set forth in subsection 4.03(d) of this Agreement. In order to complete the Regional Facilities for the purposes of serving the Land, the Parties recognize the City must acquire certain easements and land interests, and the timing to complete those acquisitions is currently uncertain. If delays to City acquisition impact the critical path to City completion of the Regional Facilities, the City shall allow the District to initiate condemnation proceedings, upon the satisfaction of the procedural requirements set forth in subsection 4.03(d) of this Agreement. In the event the District initiates condemnation proceedings under this subsection, the City shall be 9 proportionately responsible for the costs associated with such condemnation proceedings, litigation, and adjudicated awards or settlements. Completion of the Regional Facilities shall not be a condition precedent to the Developer or the District commencing development activities for the Project, including the design and construction of such offsite water lines and other improvements described in subsection 4.03(b) of this Agreement. As an interim measure until completion of the Regional Facilities, the City shall allow the Developer or District the beneficial use of all available water sources for Project construction and development activities, including temporary connection to the nearest City water distribution line or fire hydrant. In addition, nothing herein shall be construed to restrict Developer's use of or access to non -City water sources for construction and development activities, including the delivery or hauling of water, as well as the and installation and operation of onsite storage and production facilities to serve the Project. (d) Pro -Bata Participation in Regional Facilities. Subject to subsection 4.03(c) of this Agreement, Developer agrees to contribute to the City an amount equal to the Project's proportionate share in the Regional Facilities as such proportionate share may be allocated under the Approved Infrastructure Studies and calculated pursuant to the Governing Regulations, which shall be in the form of per acre or capacity charges or as normally calculated and assessed pursuant to City ordinance; provided, however, in no event shall the Project's proportionate share in the form of per acre or capacity charges be paid prior to the plat approval of the applicable Project phases or phases served by such Regional Facilities. (e) Plan Review. Developer shall submit plans and specifications for Water Infrastructure Improvements and Sewer Infrastructure Improvements to serve the Land for City review and approval. (f) City Access. Any duly authorized City employee shall be granted access to the Land for the purpose of inspection and testing of the Water Infrastructure Improvements and Sewer Infrastructure Improvements. (g) Inspections. The City, through staff or third -party inspectors, shall perform all inspections and testing of the Water Infrastructure Improvements and Sewer Infrastructure Improvements from time to time as such infrastructure is constructed. The City shall cooperate with the District to provide inspection reports as needed to satisfy applicable TCEQ requirements. (h) Final Inspection. Developer or the District shall notify the City when the Water Infrastructure Improvements and Sewer Infrastructure Improvements, or any portion thereof, are substantially complete and ready for final inspection. If the City concurs that the construction of such infrastructure is substantially complete, the City shall schedule a final inspection within thirty (30) days. Following such final inspection and correction of any punch list items, the City shall provide written certification that the Water Infrastructure Improvements and Sewer Infrastructure Improvements have been constructed in compliance with City Infrastructure Standards. The City shall issue a letter to Developer and the District approving the applicable Water Infrastructure Improvements or Sewer Infrastructure Improvements within thirty (30) days after providing its written certification of compliance. (i) Transfer of Ownership Operation and Maintenance of Water and Sewer Infrastructure. Within thirty (30) days of City approval, which shall not be unreasonably withheld, conditioned, or delayed, Developer or the District shall dedicate and otherwise convey to the 10 City any ownership interest in and to such approved Water Infrastructure Improvements and Sewer Infrastructure Improvements. Developer will dedicate necessary easements prior to construction. (j) As-Builts. Developer or the District shall cause its contractor(s) to deliver record drawings to the City of all approved Water Infrastructure Improvements and Sewer Infrastructure Improvements within thirty (30) days of final inspection. Section 4.04 Drainage and Road Infrastructure (a) Description. Developer and the District shall, jointly or severally, design and construct, or cause to be designed and constructed, the internal Road Improvements generally depicted on the Conceptual Plan, as outlined in the Approved Infrastructure Study, and as provided in this Agreement. With respect to Major Thoroughfares, the joint or several responsibility of Developer and the District shall not exceed the following: (i) 100% of Fleming Ranch Road (NCO-L2-TO-TWLT-PO-BOP (110)) through the Land; (ii) 100% reconstruction of the two westbound lanes of Bonds Ranch Road along the boundary of the Land, with associated street lights, stormwater infrastructure, driveway connections, medians, and turn lanes, in accordance with the engineering design provided by Tarrant County; (iii) 50% of Peden Road (NCO-L2-TO-TWLT-PO-BOP (110)) along the boundary of the Land; and (v) construction of the northern half of the intersection of Bonds Ranch Road and Fleming Road, together with sixty percent (60%) of the installation costs of the traffic signal at said intersection. With the narrow exception of subsection 6.01(a) of this Agreement, the City shall neither assess nor collect Transportation Impact Fees on the Project. (b) Rights -of -way. Developer shall dedicate all rights -of -way within and adjacent to the Land as necessary for construction of the Road Improvements and Major Thoroughfares. Sidewalks shall be allowed within the right-of-way of the adjacent Road Improvement. (c) Plan Review. Developer shall submit plans and specifications for Road Improvements and associated drainage infrastructure for City review and approval in accordance with the Infrastructure Standards. Developer shall pay all applicable Plan Review Fees to the City. (d) City Access. Any duly authorized City employee shall be granted access to the Land for the purpose of inspection and testing of the Road Improvements and associated drainage infrastructure. (e) Inspections. Except for the Road Improvements and associated drainage facilities and appurtenances for Bonds Ranch Road, Developer or District, in accordance with the governing Community Facilities Agreement, shall hire an inspection firm to perform inspections and testing of the Road Improvements and drainage facilities and provide to the City, upon request, all inspection or testing reports provided to the Developer or District by the inspection firm. The City, at its cost, may perform inspection and testing of the Road Improvements and drainage facilities from time to time as such infrastructure is constructed; provided, however, for Road Improvements and drainage facilities to be owned and maintained by District, Developer and District shall not be obligated to take action on any City request following City review of any such report. The City shall cooperate with the District to provide inspection reports as needed to satisfy applicable TCEQ requirements with respect to any drainage component associated with the Road Improvements. City shall inspect 11 the Road Improvements to Bonds Ranch Road, including associated drainage facilities and appurtenances. Developer shall, in accordance with the Community Facilities Agreement, pay the City's inspection costs. (f) Dedication. Developer shall dedicate to the District for maintenance all Road Improvements, except for Bonds Ranch Road and its associated drainage infrastructure and appurtenances, along with all appurtenant easements and rights -of -way within thirty (30) days of completion. Bonds Ranch Road improvements shall be dedicated to the City for all purposes. Developer shall further dedicate to the homeowners association ("HOA") for ownership and maintenance all drainage facilities separate from drainage facilities in aid of Road Improvements, including without limitation, water quality basins, detention ponds, drainage pipes, inlets and culverts, retention walls, channels or swales, regardless of public or private purpose (for the purposes of this subsection, "Stormwater Facilities"). Developer shall cause the HOA to initiate and execute a Stormwater Facilities Maintenance Agreement (a "SWFMA") in accordance with City Stormwater management program and procedures, as if the Stormwater Facilities were situated within the City's corporate limits, to ensure the HOA complies with Best Management Practices and other applicable City standards. Prior to annexation, the District and the HOA may enter into an agreement requiring the District to bear the costs and expenses associated with HOA maintenance of Stormwater Facilities. Upon annexation by the City, the SWFMA will be assigned by the District to the City, but the HOA shall be responsible for all costs and expenses associated with HOA maintenance of Stormwater Facilities. (g) FEMA Flood Plain Administrator. The City or the County, as the case may be, shall serve as the Flood Plain Administrator for the Land. Section 4.05 Amendments to Approved Infrastructure Studies. The Approved Infrastructure Studies referenced herein may be updated upon initial City approval or from time to time to reflect changes in the Conceptual Plan or the Project. Developer or District may submit such amended studies to the City, which shall approve without unreasonable delay. ARTICLE V. FEES Section 5.01 Development Fees. Development of the Land under this Agreement shall be subject to the payment of fees and charges for services performed by the City in accordance with this Agreement and the City's fee schedule in effect at the time the fees are collected by the City, which shall be limited to the following and which shall be assessed in accordance with Chapter 212.906, Texas Local Government Code: (a) Fees and charges for City preliminary and final plat review and approval. (b) Fees and charges for review and inspection of Water Infrastructure Improvements and Sewer Infrastructure Improvements, and Road Improvements to Bonds Ranch Road, as applicable. (c) Fees for inspection or testing of Major Thoroughfares and associated drainage facilities if accepted by the City for ownership and maintenance, otherwise, no fees for inspection or testing of Road Improvements or associated drainage facilities or improvements shall be assessed by the City on Developer or District. 12 (d) Fees assessed for Community Facilities Agreements in accordance with the Community Facilities Agreements Ordinance and Section 2-321 of the City Code. (e) Fees in connection with any easements, encroachment agreements, or studies necessary for a plat or approval of construction plans. Section 5.02 Water and Wastewater Impact Fees. The City may assess and collect water and wastewater Impact Fees on the Project as adopted by the City in accordance with Chapter 395 and reflected in the Water and Wastewater Impact Fee Ordinance. Water and wastewater Impact Fees shall be assessed at the time of recordation of a final plat and collected at the time an application for an individual meter connection to the City's water system. No other capital recovery fees for water and sewer infrastructure shall be applicable to the Land. The water and wastewater Impact Fees collected under this Section 5.02 shall constitute payment for (i) the estimated and reasonable pro-rata costs incurred by the City to develop, expand, and improve the City's water supply and distribution system and the City's sewage collection and treatment system to serve the Land; or (ii) the estimated cost incurred by the City to reserve a contractual capacity right for the benefit of the Land and its Lot Owners in each of the City's water and sewer systems. Section 5.03 Tap Fees. Tap or service connection fees for water or sewer service provided to Lot Owners within the Land shall be the same as if the services are provided within the City's corporate limits. Section 5.04 District Fees. Developer shall reimburse the City for its reasonable costs incurred in connection to the City's consent to creation of the District and the negotiation and preparation of the consent resolution, development agreement, strategic partnership agreement, and related documents. ARTICLE VI. ANNEXATION AND DISTRICT MATTERS Section 6.01 Annexation, Strategic Partnership Agreement. The City and the District shall execute and adopt the Strategic Partnership Agreement pursuant to Section 43.0751, Texas Local Government Code. The terms and conditions of the Strategic Partnership Agreement shall govern full purpose annexation by the City of the Land within the District and other such matters, including full purpose annexation of Commercial Areas. Except for the Commercial Areas shown in Exhibit B, and such other areas within the Land which may be designated as Commercial Areas from time to time based on development, the City shall not fully annex the Land within District until all of the following conditions have been satisfied, and shall thereafter be authorized, but not required, to fully annex the District for any purpose: (i) one hundred percent (100%) of the acreage within the District has been substantially developed; and (ii) Developer, and its successors and assigns, has been fully reimbursed by the District to the maximum extent permitted by the rules of the Commission or other applicable law for all eligible development and construction costs. (a) Notwithstanding anything herein to the contrary, the City may annex for full purposes the Commercial Areas preliminarily shown on Exhibit B upon recordation of a final plat including any such Commercial Areas. Developer shall petition the City for annexation of such Commercial Areas at or within thirty (30) business days of recordation of such final plat, but in no event later than the commencement of construction in the platted Commercial Areas. The City may assess Transportation Impact Fees at the time of full purposes annexation of such Commercial Areas or any remaining portion of the Land at the time of full 13 purpose annexation by the City but shall waive collection of Transportation Impact Fees until the expiration of one (1) year following full purpose annexation. (b) Until such a time as the Strategic Partnership Agreement takes effect, the Land shall remain in the City's extraterritorial jurisdiction and shall be immune from full purpose annexation and in no event shall full purpose annexation proceedings take place during the term of this Agreement except as otherwise provided herein. Further, while the Parties acknowledge the inapplicability of Subchapter D, Chapter 42, Texas Local Government Code, on areas subject to strategic partnership agreements, Developer shall not petition for release of the Land or any portion thereof from the City's ETJ. A notice shall be provided at any closing or conveyance of the Land or any portion thereof to any Lot Owner or other subsequent purchaser, notifying such parties of the City's ability to annex the Land and the District's adoption of the Strategic Partnership Agreement restricting the removal of the Land or any portion thereof from the City's ETJ. Section 6.02 No Incorporation; No Other Special Districts. Neither the District not Developer shall initiate, seek, or support any effort to incorporate the Land or any part thereof or sign, join in, associate with, or direct to be signed any petition seeking to incorporate the Land or seeking to include the Land within the boundaries of any other special district, governmental assessment jurisdiction, other municipality, or any other incorporated governmental entity other than the City. Section 6.03 Annexations of Property outside District's boundaries. Annexations of land outside the proposed District's boundaries described in Exhibit A shall not be permitted unless first consented to by the City through resolution, regardless of whether the District is created and operating as a fresh water supply district or municipal utility district; and approved by the County. Upon annexation any additional land included in the District's boundaries shall be subject to the terms and conditions of this Agreement. Section 6.04 District Supervisors or Directors; Meetings; District Creation. Upon City consent, Developer intends to petition the County to create the District by county order. In Developer's petition for creation to the County, Developer shall request the County to appoint two (2) persons to serve on the District's initial board of supervisors. Such persons shall continue to serve on the District's board of supervisors until they resign or become unqualified, whereupon the County will have the right to appoint replacements to serve on each or both vacant positions. Unless and until the positions are sought by and occupied by qualified resident candidates, the County will have the continuing right to appoint replacements to fill vacancies arising from the two (2) board positions until all the Land within the District is annexed for full purposes by the City. Developer and District shall further cause, and the City may in its sole discretion participate in, the following joint meetings relating to District Infrastructure and operations: (a) a semi-annual Infrastructure planning meeting, held each year in January and July to coordinate and discuss anticipated Infrastructure projects to serve the District; and (b) an annual public meeting, held between the Tarrant County Commissioners Court and the District's Board of Supervisors, where the District presents completed and anticipated Infrastructure development in the preceding and following years, and a financial summary for the District. Except as otherwise provided herein, the terms and conditions in this Agreement, including the consent given by the City under Section 42.042, Texas Local Government Code, as amended, shall apply equally, for all purposes, to the Land and the District, regardless if the District has been created by the County under Chapters 49 and 53, Texas Water Code, as amended, or created by the TCEQ under Chapters 49 and 54, Texas Water Code, as amended. 14 Section 6.05 District Agendas. The District shall ensure the District agendas are posted in compliance with Chapter 552, Texas Government Code (Texas Public Information Act), and that all District Board meetings comply with Chapter 551, Texas Government Code (Texas Open MeetingsAct). Section 6.06 Authorized Purposes for Bond Issuance. The District may issue bonds for any purpose authorized by law without prior approval by the City, including the following: (a) Purchase, construction, acquisition, repair, extension and improvement of land, easements, works, improvements, facilities, plants, equipment, and appliances necessary: (i) To provide a water supply for the District for municipal, domestic, commercial and industrial uses; and (ii) To collect, transport, process, treat, dispose of, and control all domestic, commercial, industrial or communal wastes from the District, whether in fluid, solid or composite state; and (hi) To gather, conduct, divert and control local storm water or other local harmful excesses of water in the District; and (iv) For roads or improvements in aid of roads as authorized by Section 53.029, Texas Water Code, and Article III, Section 52, Texas Constitution; and (v) Subject to TCEQ approval of a plan in accordance with Section 49.251, Texas Water Code, to establish, operate, and maintain an adequate system and water supply for fire -fighting purposes. (b) Payment of creation expenses, organization expenses, initial operation expenses, cost of issuance, interest during construction, capitalized interest and similar expenses typically incurred by fresh water supply districts in the issuance of bonds such as the Bonds, including issuance, administrative, insurance and regulatory expenses related to issuance of any Bonds, the land, easements, works, improvements, facilities, plants, equipment, and appliances being .financed by the Bonds, (c) All such other costs and expenses permitted by the rules of the TCEQ or applicable law; and (d) Refunding of any outstanding Bonds of the District for a debt service savings; provided, however, that any such refunding Bonds satisfy the requirements of this Agreement. Section 6.07 Bond and Reporting Requirements. (a) The following requirements apply to the Bonds, provided such requirements do not generally render the Bonds unmarketable: (i) Maximum maturity of 25 years for any one series of Bonds; (ii) Interest rate on the Bonds does not exceed 2% above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one -month period next preceding the date notice of the sale of Bonds; (iii) The Bonds shall expressly provide that the District shall reserve the right to redeem bonds at any time subsequent to the tenth (10th) anniversary of the date of issuance, without premium. No variable rate bonds shall be issued by a district without City approval; and 15 (iv) Any refunding bonds of the District must provide for a minimum of 3% present value savings and that the latest maturity of the refunding bonds may not extend beyond the latest maturity of the refunded bonds unless approved by the City. (b) The District shall adopt a post -issuance compliance policy and continuing disclosure policy on or before the issuance of Bonds and shall cause to be provided to the City copies of any material event notices filed under applicable federal securities laws or regulations. Section 6.08 Bond Issuance Information. (a) Not less than sixty (60) days before the issuance of Bonds the following shall occur: (i) the District's authorized representatives shall hold a meeting with the City's authorized representatives upon request of the City; (ii) the District shall deliver to the City Secretary, City Manager, and Director of the Development Department notice as to the amount of Bonds being proposed for issuance; the projects to be funded by said Bonds; and the proposed debt service tax rate after issuance of the Bonds; (iii) the District's financial advisor shall certify in writing that the Bonds are being issued within the existing economic feasibility guidelines established by the TCEQ for districts issuing bonds for water, sewer or drainage facilities in the county in which the district is located and shall cause the certification to be delivered to the City Secretary, City Manager, and Director of the Development Department; and (iv) to the extent available, the District shall provide, and the City shall have an opportunity to review and comment upon, the following materials associated with the Bond issuance: Preliminary Official Statement; Maturity Schedule; Cash Flow Schedule; Draft resolution; and TCEQ application (if applicable). (b) If the District is not required to obtain TCEQ approval of the issuance of the bonds (other than refunding bonds), the District shall deliver such notice to the City Secretary, the City Manager and the Director of the Development Department at least 60 days prior to issuing such bonds. (c) Within 30 days after the District closes the sale of a series of bonds, the District shall deliver to the City Secretary, the City Manager and the Director of the Development Department a copy of the final official statement for such series of bonds. If the City requests additional, reasonable information regarding such issuance of bonds, the District shall promptly provide such information at no cost to City. Section 6.09 Bond Appr�. Subject to satisfaction of the above requirements relating to the District's Bonds, the City hereby approves and authorizes the District to issue Bonds to finance and reimburse all costs, fees, advances, and expenses associated with the District's authorized purposes for Bond issuances in Section 6.06 of this Agreement to the maximum extent authorized under law. Section 6.10 City Exemption. The City shall be exempt from, and will not be assessed, any District fees or taxes. Section 6.11 Reimbursement of City Expenses. The District, or Developer on behalf of the District, shall pay the City's reasonable costs, fees and expenses directly associated with the negotiation, drafting and preparation of this Agreement and the Strategic Partnership Agreement. The costs, fees and expenses as specified in this Section 6.11 shall be paid in full to the City within thirty 16 (30) days of receipt of a statement regarding same from the City. Without limiting the City's right to seek an award of attorneys' fees, this section does not apply to costs, fees or expenses incurred as a result of litigation. Section 6.12 Annexation Notice. Following its organization, the District shall cause the filing in the real property records of Tarrant County of a notice stating the City has authority to annex for full purposes the Land in accordance with Section 49.4521, Texas Water Code. Section 6.13 Consent to Annexation. Developer and all future developer successors and assigns and all future Lot Owners of all or any portion of the Land irrevocably and unconditionally consent to the full purpose annexation of the Land into the corporate limits of the City in accordance with this Agreement (subject to Section 6.02, hereof) and the Strategic Partnership Agreement and waive all objections and protests to such annexation. This Agreement shall serve as the petition of Developer, all future Developer successors and assigns and all future Lot Owners to full purpose annexation of the Property in accordance with this Agreement. Section 6.14 District Tax Rate. The District's financial advisor shall endeavor to maintain and recommend a District debt service structure to ensure the District's tax rate is maintained at a rate annually of at least $1.00 per $100 of assessed value on all taxable property within the District's boundaries, or the highest allowed under state law, whichever is less, until the City annexes all Land within the District, which may occur in the City's sole discretion upon or after the expiration of the term specified herein and in the Strategic Partnership Agreement. Upon setting the District tax rate, the District shall cause a copy of the pertinent order or other action setting an ad valorem tax rate to be provided to the City Secretary, the City Manager, and the Director of the Development Services Department within 30 days of District adoption of the tax rate for that tax year. The District's financial advisor and bookkeeper shall endeavor to maintain District reserves in such amounts as strictly required for the anticipated maintenance costs of District infrastructure accepted by the City, as mutually agreed between the Parties. Such reserves may be earmarked to a capital replacement reserve restricted for use by the City for such maintenance costs following the City's annexation of all Land within the District. Section 6.15 Infrastructure Maintenance; Engineer's Certificate Prior to Annexation. Prior to full purpose annexation by the City, the District shall maintain in good working order and in accordance with accepted standards all District Infrastructure to be conveyed or otherwise dedicated to the City at full purpose annexation. The District shall engage a licensed professional engineer to provide a certificate to the City that all District Infrastructure to be conveyed or otherwise dedicated to the City at full purpose annexation, which shall solely include a certification that District Road Improvements, drainage facilities, and park improvements, are in good condition and will not reasonably be expected to require major repairs, major rehabilitation, or full reconstruction within the five-year period following full purpose annexation. Section 6.16 District Director Lot and Temporary Structures. The conveyance, from time to time, by metes and bounds of any portion of the Land to any person for the purpose of qualifying such person to be a member of the Board of Supervisors of the District shall not be considered a subdivision of land requiring a plat or otherwise requiring the approval of the City. Provided, however, that no structure shall be vertically constructed on any property conveyed for such purpose unless and until a final plat of such portion has been approved by the City in accordance with this Agreement. Notwithstanding the foregoing, manufactured housing or other temporary forms of housing and structures may be placed within the District for use in connection with the District's confirmation election and for construction and sales office purposes. Such temporary housing and structures may 17 be located on any site within the District for such purposes regardless of whether the land has been subdivided in accordance with this Agreement. No permits shall be required from the City relating to the construction, placement, or use of such structures within the District. Section 6.17 District Conversion and Additional Powers. The City acknowledges that if the District is created by the County, the District may, in the sole discretion of its board of supervisors, adopt orders converting the District to a water control and improvement district operating under Chapters 49 and 51, Texas Water Code, as amended, and/or apply to the TCEQ for approval to exercise additional waste disposal and drainage powers. Acknowledging the benefit of allowing the District to provide more robust public services to its residents, the City agrees to not protest or otherwise oppose the District's conversion and/or application to the TCEQ for approval to exercise those additional powers. ARTICLE VII. TERM OF AGREEMENT This Agreement is authorized under Section 212.172 of the Texas Local Government Code. This Agreement will terminate on the later to occur of. (a) thirty-five (35) years from the Effective Date; or (b) full purpose annexation of the Property pursuant to Section 6.01. The term of this Agreement shall not be affected by the annexations permitted by Section 6.03 of this Agreement or by of any commercial property pursuant to the Strategic Partnership Agreement. ARTICLE VIII. DEFAULT AND REMEDIES Section 8.01 Default Notice. If a Party commits a material breach of this Agreement, the non - breaching Party shall give notice of default (the "Default Notice") to the breaching Party describing the breach with reasonably specificity and detail. Section 8.02 Cure. Within 14 days of receipt of the Default Notice, the breaching -Party shall commence commercially reasonable efforts to cure such breach described in the Default Notice. If the breach is not reasonably curable within 14 days of receipt of the Default Notice (the "Cure Period"), the non -breaching Party shall not bring any action so long as the breaching Party has made diligent efforts to cure the default within the Cure Period. Section 8.03 Reme . If the breaching Party does not substantially cure the beach within the Cure Period or fails to make diligent efforts to cure the default if the breach is not reasonably curable within the Cure Period, the non -breaching Party may, in its sole discretion, seek any relief available at law or in equity including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus relief and injunctive relief; provided, however, that the non -breaching Party shall not be entitled to monetary damages or to terminate this Agreement, and each Party specifically waives any right such Party has or in the future may have to terminate this Agreement. It is understood and agreed that no Party will seek or recover actual, consequential or any other type of monetary damages or awards, including but not limited to attorney's fees, in the event that any Party brings suit under or related to this Agreement. Section 8.04 Waiver of Governmental Immunity. It is understood that by execution of this Agreement the City does not waiver or surrender any of its governmental powers, immunities or rights, except as specifically waived pursuant to this section. The City waives it governmental and sovereign immunity from suit and liability as to any action brought by a Party to pursue the remedies available under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this 18 Section 8.04, however, shall waive the City's governmental and sovereign immunity to suits brought by persons or entities not a Party or Assignee to this Agreement. ARTICLE IX. ADDITIONAL PROVISIONS Section 9.01 Notice. Any notices, certifications, approvals, District agendas and bond information, or other communications required under this Agreement (a "Notice") shall be provided in writing to the Party to be notified at the address and shall be deemed provided (i) when the Notice is delivered to the person whose attention the Notice is addressed; (ii) when received if the Notice is certified mailed, return receipt requested and postage prepaid; and (iii) when the Notice is delivered by a nationally recognized courier service with evidence of delivery signed by any person at the delivery address. If any date provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the period for providing notice shall be extended to the first following business day. For the purpose of giving any Notice, the addresses of the Parties are set forth below, which may be changed as provided in this Section 9.01: To the City: City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: City Manager Copy to: City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: City Attorney To Developer: GRBK Edgewood LLC 5501 Headquarters Drive, Suite 300W Plano, Texas 75024 Attn: Bobby Samuel Copy to: Allen Boone Humphries Robinson, LLP 4514 Cole Avenue, Suite 1450 Dallas, Texas 75205 Attn: Stephen Robinson Section 9.02 Assignment. (a) By Developer to the District. Developer may assign this Agreement, in whole or in part, and including any duty, obligation, right, title, or interest in, to, and under this Agreement to the District. Each assignment must be recorded in the real property records of Tarrant County and a copy provided to the City within 15 days of execution, whereupon the City agrees to look solely to the District for the performance of any duty or obligation assigned to the District and Developer shall thereupon be release from performing any assigned obligations and from any liability resulting from the District's failure to performed the assigned obligations; provided, however, Developer shall not be released until the City receives notice of such assignment or be released from any liability resulting from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release 19 in writing. The District shall be an Assignee under this Agreement upon its approval and assumption of such assignment. (b) By Developer to Successor Developers. Developer may assign this Agreement, in whole and in part, including any duty, obligation, right, title, or interest in, to, and under this Agreement to another developer, owner, or earnest money purchaser of any portion of the Property, and, after such approval and assumption of such assignment, will be an "Assignee" under this Agreement. Developer must provide written Notice to the City prior to such assignment. Each assignment shall be in writing, executed by Developer and the Assignee, and shall obligate the Assignee to be bound by this Agreement within the scope of such assignment. The City agrees to look solely to the Assignee for the performance of any duty or obligation assigned to the Assignee and agrees Developer shall be released from performing the assigned obligations and from any liability resulting from the Assignee's failure to perform the assigned obligations; provided, however, Developer shall not be released until the City receives notice of such assignment or be released from any liability resulting from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. (c) By th_eCity. The City shall not assign this Agreement, in whole or in part, and including any duty, obligation, right, title, or interest in, to, and under this Agreement to any person, entity, political subdivision without the prior written approval of Developer, which approval shall be unreasonably withheld, delayed or denied. Section 9.03 Encumbrance by Developer and Assignees. Developer and Assignees have the right to collaterally assign, pledge, giant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interests in, to, and under this Agreement for the benefit of their respective lenders with written Notice to the City within 14 days after the effective date of such encumbrance. Section 9.04 Recordation and Applicability to Lot Owners. Developer shall record this Agreement in the real property records of Tarrant County, Texas, and shall provide file -marked copy of the recorded Agreement to Development Services Director with ten (10) days after its execution. This Agreernent shall be binding upon Developer, the City, the Land, and any Assignee, and their respective successors and assigns. This Agreement runs with the Land; provided, however, this Agreement is not binding upon, nor should constitute any encumbrance to title, as to any Lot Owner during the term of this Agreement. Section 9.05 No Waiver. Any failure by a Party to insist on performance of any materials provision of this Agreement shall not waive that Party's right to insist on performance of any provision of this Agreement. No provision of this Agreement may be waived except in writing signed by the Party waiving such provision and limited to the express waiver given. Section 9.06 Reservation of Rights. This Agreement constitutes a "permit" as defined in Chapter 245, Texas Local Government Code, as amended, that is deemed filed with the City on the Effective Date. Developer does not waive any rights arising under Chapter 245, as amended, Chapter 43 of the Texas Local Government Code, as amended, or under any other provision of law. Section 9.07 Texas Law. This Agreement shall be construed and enforced only in accordance with Texas law, without regard to choice of law rules or principles to the contract. This Agreement is performable in Tarrant County, Texas, and hereby submit to the jurisdiction of Tarrant County courts ®i and agree such courts shall be the proper forum and venue for the determination of any dispute arising under this Agreement. Section 9.08 Force Majeure. Time is of the essence of this Agreement. In the event any Party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Agreement, except the obligation to pay amounts owed or required to be paid pursuant to the terms of this Agreement, then the obligations of such Party, to the extent affected by such force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused to the extent provided but for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied upon, the Party whose contractual obligations are affected thereby shall give notice and full particulars of such force majeure to the other party. Such cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure," as used herein, shall include without limitation of the generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics and pandemics, including, without limitation, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, drought, arrests, restraint of government, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply resulting in an inability to provide water necessary for operation of the water and sewer systems hereunder, and any other inabilities of any Party, whether similar to those enumerated or otherwise, which are not within the control of the Party claiming such inability, which such party could not have avoided by the exercise of due diligence and care. Section 9.09 Several. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the Parties that the remainder of this Agreement not be affected, and, in lieu of each illegal, invalid, or unenforceable provision, that a provision be added to this Agreement by agreement of the Parties that is legal, valid, and enforceable and is as similar in terms to the illegal, invalid or enforceable provision as is possible. Section 9.10 Changes in Law. If any state or federal law changes making it impossible for a Party to perform its obligations under this Agreement, the Parties will cooperate to amend this Agreement in such a manner that is most legally consistent with the original intent of this Agreement. Section 9.11 Additional Documents and Acts. The Parties shall execute and/or exchange any other documents or perform any further acts as reasonably necessary to effectuate the terms of this Agreement. Section 9.12 Captions. Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. Section 9.13 Amendment. This Agreement may be amended only with the approval of the City and the written consent of all owners of at least 10 acres of the Land and may be amended without consent of any homeowner or property owner associations. Section 9.14 Interpretation. Each Party and its counsel have reviewed and revised this Agreement and the rule of construction that ambiguities be resolved against the drafting party shall not be used in the interpretation of this Agreement, its amendments or exhibits. Section 9.15 No Third -Party Beneficiaries. This agreement is solely for the benefit of the Parties and neither Party intends this Agreement to create any rights in any third -party or confer any benefit or enforceable rights to any person or entity other than the Parties. 21 Section 9.16 Authority to Execute. The City certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with its City Charter and City ordinances. Developer hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the organizational documents of each entity executing on behalf of Developer. Section 9.17 Recitals. The recitals in this Agreement are true and correct as of the Effective Date, contribute to the basis upon which the Parties entered into this Agreement, and reflect the final intent of the Parties and shall be incorporated into this Agreement as if fully set forth herein. Section 9.18 Exhibits. All exhibits attached to this Agreement are incorporated herein by reference and are listed as follows: Exhibit A Legal Description of the Land Exhibit B Conceptual Plan Exhibit C Form Strategic Partnership Agreement Exhibit D Conditional Consent Resolution Section 9.19 Notice to Lot Owners. At the time each prospective Lot Owner contracts for the purchase of a lot or a home in the District, and at the time each prospective Lot Owner closes on the purchase of a lot or a home in the District, the seller shall give the Lot Owner the disclosure notices required by Section 49.452, Texas Water Code. Section 9.20 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall together constitute the same instrument. This Agreement shall become effective only when one or more counterparts, individually or taken together, bear the signatures of all of the Parties. Section 9.21 Interested Parties. Developer hereby verifies it has reviewed Chapter 2252.908, Texas Government Code, as amended, and will, upon joinder of the District, (1) complete a Form 1295, using a unique identification number provided by the District, and electronically file it with the Texas Ethics Commission ("TEC"); and (2) submit the signed Form 1295, including the certification of filing number of the Form 1295 with the TEC, to the District. The signed Form 1295 may be submitted to the District in an electronic format. Section 9.22 Anti -Boycott Verification. Pursuant to Chapter 2271 of the Texas Government Code, as amended, Developer verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither Developer, any of its parent companies, not any of its common - control affiliates currently boycotts or will boycott Israel. The term "boycott Israel' as used in this paragraph has the meaning assigned to it in Section 808.001 of the Texas Government Code, as amended. Section 9.23 Foreign Terrorist Organizations. Pursuant to Chapter 2252 of the Texas Government Code, as amended, Developer represents and verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither Developer, any of its parent companies, nor any of its common -control affiliates (i) engages in business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or 807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The 22 term "foreign terrorist organization" in this Section has the meaning assigned to it in Section 2252.151 of the Texas Government Code, as amended. Section 9.24 No Boycott of Energy Companies. Pursuant to Chapter 2276 of the Texas Government Code, as amended, Developer hereby verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither Developer, any of its parent companies, nor any of its common -control affiliates boycott or will boycott energy companies. The term "boycott energy companies" shall have the meaning assigned to the term "boycott energy company" in Section 809.001 of the Texas Government Code, as amended. Section 9.25 No Discrimination Against Firearm Entities. Pursuant to Chapter 2274 of the Texas Government Code, as amended, Developer hereby verifies that at the time of execution and delivery of this Agreement and for the term of this Agreement, Developer, any of its parent companies, and any of its common -control affiliates (1) do not have a practice, policy, guidance or directive that discriminates against a firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association; and (2) will not discriminate during the term of this Agreement against a firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association. The term "discriminate against a firearm entity or firearm trade association" as used in this paragraph has the meaning assigned to it in Section 2274.001 of the Texas Government Code, as amended. Section 9.26 Contracting Information. (a) As required by Subchapter J, Chapter 552, Texas Government Code, Developer agrees that it will: (i) preserve all contracting information related to this Agreement as provided by the records retention requirements applicable to the City for the duration of this Agreement; (ii) promptly provide to the City any contracting information related to this Agreement that is in the custody or possession of Developer on request of the City; and on completion of this Agreement, either: (A) provide at no cost to the City all contracting information related to this Agreement that is in the custody or possession of Developer; or (B) preserve the contracting information related to this Agreement as provided by the records retention requirements applicable to the City. (b) For purposes of this section, "contracting information" has the meaning assigned by Section 552.003, Texas Government Code. [SIGNATURE PAGES TO FOLLOW] 23 IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement to be effective on the Effective Date. CITY: CITY OF FORT WORTH, TEXAS, a Texas municipal corporation By: QA IUUM Dana Burghdoff Assistant City Manager STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on AUc()-'S4 0 , 2025, by Dana Burghdoff, Assistant City Manager of the City of Fort orth, Texas, on behalf of the City. Ivrary-,i,n COA� Notary Public, State of Texas Approved as to Form and Legality Richard A. McCracken Sr. Assistant City Attorney M&C: 25-0566 (6/24/25) Form 1295: 2025-1323254 OFFICIAL RECORD 24 CITY SECRETARY FT. WORTH, TX ATTEST ' L 'Acr-�a_ J netGoodall Secretary ty Sec STATE OF TEYAS COUNTY OF COLLIN This pstrurnent was acl c U>' ion; rd cjwZA5 , i liability company, on behalf of said KRISTY LYN CHANDLER Notary ID #129770238 N� r My Commission Expires "rroF�t April 1, 2026 [seal] DEVELOPER: GRBK EDGEWOOD LLC, a Texas limited liability company before me on the day of , 2025, by Qher of GRBK Edgewood L C, a Texas limited otary PuBlic, State of Texas 25 By execution hereof, the District hereby joins, pursuant to Chapter 791, Texas Government Code, as amended, and agrees to be bound by Articles IV and VI of that certain Development Agreement and Consent Agreement effective as of (the "Development and Consent Agreement"), by and between the City of Fort Worth, Texas, and GRBK Edgewood, LLC, a Texas limited liability company, and acknowledges its consent and agreement to be bound by the terms and conditions of Articles IV and VI of the Development and Consent Agreement as a party thereto. DISTRICT: TARRANT COUNTY FRESH WATER SUPPLY DISTRICT NO. By: Name: Title: Date: ATTEST: Name: Title: STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before , by , President of Tarrant County Fresh Water Supply District No. _, a special district formed and operating under Chapters 49 and 53 of the Texas Water Code, amended. Notary Public Signature 26 DISTRICT: TARRANT COUNTY MUNICIPAL UTILITY DISTRICT NO. — By: Name: Title: Date: ATTEST: Name: Title: THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this the day of , 20, by , President of the Board of Directors of Tarrant County Municipal Utility District No. _, a political subdivision of the State of Texas, on behalf of said political subdivision. (NOTARY SEAL) WA Notary Public, State of Texas EXHIBIT A Property Description BEING 322.442 GROSS -ACRES OF LAND SITUATED IN THE M. E. P. & P. RR. CO. #19 SURVEY, ABSTRACT NO. 1138, TARRANT COUNTY, TEXAS AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED TO PETE AND JO BONDS FAMILY PARTNERSHIP BY DEED RECORDED IN COUNTY CLERK FILE NO. D213039813 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8-INCH CAPPED IRON ROD STAMPED `BROOKS BAKER" FOUND FOR THE SOUTHWEST CORNER OF SAID BONDS FAMILY PARTNERSHIP TRACT ON THE NORTH RIGHT-OF-WAY LINE OF W. BONDS RANCH ROAD (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE WITH THE WESTERLY LINE OF SAID BONDS FAMILY PARTNERSHIP TRACT, THE FOLLOWING COURSES AND DISTANCES: NORTH 00023'50" WEST, A DISTANCE OF 1520.65 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED `BROOKS BAKER" FOUND; NORTH 89036'14" EAST, A DISTANCE OF 200.24 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED `BROOKS BAKER" FOUND; NORTH 00015'49" WEST, PASSING A 5/8-INCH CAPPED IRON ROD STAMPED "BROOKS BAKER" FOUND AT 2419.91 FEET, A TOTAL DISTANCE IN ALL OF 2483.37 FEET TO THE NORTHWEST CORNER OF SAID BONDS FAMILY PARTNERSHIP TRACT; THENCE NORTH 89034'02" EAST, WITH THE NORTH LINE OF SAID BONDS FAMILY PARTNERSHIP TRACT, A DISTANCE OF 3428.70 FEET TO THE NORTHEAST CORNER OF SAME; THENCE SOUTH 00031'49" EAST, OVER AND ACROSS SAID BONDS FAMILY PARTNERSHIP TRACT, PASSING A 5/8-INCH CAPPED IRON ROD STAMPED "LJA SURVEYING" SET FOR REFERENCE AT 62.27 FEET, A TOTAL DISTANCE OF 3975.43 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED "LJA SURVEYING" SET ON SAID NORTH RIGHT-OF-WAY LINE OF BONDS RANCH ROAD WITHIN A CURVE TO THE RIGHT HAVING A RADIUS OF 3030.41 FEET; THENCE WITH SAID NORTH RIGHT-OF-WAY LINE AND SAID CURVE TO THE RIGHT HAVING A CHORD THAT BEARS SOUTH 86015'05" WEST, 321.56 FEET, THROUGH A CENTRAL ANGLE OF 6°04'57", AN ARC -DISTANCE OF 321.71 FEET TO A 1-INCH IRON ROD FOUND; THENCE SOUTH 89023'49" WEST, CONTINUING WITH SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 3322.97 FEET TO THE POINT OF BEGINNING AND W.' CONTAINING A CALCULATED AREA OF 322.442 GROSS -ACRES (14,045,561 SQ. FEET) OF LAND, OF WHICH 4.949 ACRES OF LAND IS LOCATED WITHIN THE APPARENT PRESCRIPTIVE RIGHT-OF-WAY OF PEDEN ROAD FOR A TOTAL CALCULATED AREA OF 317.493 NET -ACRES OF LAND. 29 !%i: I EXHIBIT C STRATEGIC PARTNERSHIP AGREEMENT THE STATE OF TEXAS COUNTY OF TARRANT This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement') is made and entered into, effective as of , 202_, by and between the CITY OF FORT WORTH, TEXAS, a home -rule municipal corporation of the State of Texas (the "City'), and TARRANT COUNTY FRESH WATER SUPPLY DISTRICT NO. _/TARRANT COUNTY MUNICIPAL UTILITY DISTRICT NO. a conservation and reclamation district created pursuant to Article XVI, Section 59, Texas Constitution, and operating pursuant to Chapters 49 and 53, or 54, Texas Water Code, as amended (the "District'). RECITALS The District was created with the consent of the City for the purpose of providing water, sewer, drainage, road and, to the extent authorized by law, parks and recreational facilities to the land within its boundaries. The District is located entirely within the extraterritorial jurisdiction ("ETJ") of the City. Texas Local Government Code Section 43.0751 (the "Act') provides that the City and the District may enter into a strategic partnership agreement by mutual consent and the City and the District wish to enter into such an agreement. The District encompasses approximately 322.442 acres, more or less, located within the extraterritorial jurisdiction of the City as depicted in Exhibit A and more fully described on Exhibit B attached to this Agreement. The City and the District, after the provision of required notices, held public hearings in compliance with the Act. Based upon public input received at such hearings, the City and the District wish to enter into a strategic partnership agreement to plan for the eventual full -purpose annexation of the District by the City. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the City and the District agree as follows: ARTICLE 1. DEFINITIONS 1.01. Definitions. The terms Act, Agreemelzt, Ciy, District and ETJ shall have the meanings provided for them in the recitals, above. Except as may be otherwise defined, or the context clearly requires otherwise, capitalized terms and phrases used in this Agreement shall have the meanings as follows: 31 Commercial means all non-residential development, except for developments owned by a tax- exempt entity, a non-profit entity, or a homeowners or property owners association. Commission means the Texas Commission on Environmental Quality and its successors. Developer means the entity or entities advancing funds to the District for the design and construction of District facilities and for other legal purposes which advances are subject to reimbursement by the District pursuant to the rules of the Commission. Person means any individual, partnership, association, firm, trust, estate, public or private corporation, or any other entity whatsoever. 1.02. Findings and conclusions. The City and the District hereby find and declare: a. The Act authorizes the City and the District to enter into this Agreement. b. In compliance with Subsection (p) of the Act, this Agreement (i) does not require the District to provide revenue to the City solely for the purpose of an agreement with the City to forgo annexation of the District, and (ii) provides benefits to each party, including revenue, services, and regulatory benefits, which are reasonable and equitable with regard to the benefits provided to the other party. C. All the terms and conditions contained in this Agreement are lawful and appropriate to provide for the provision of municipal services and annexation. d. The District is not obligated to make payments to the City for services except as otherwise provided herein. e. This Agreement has been duly adopted by the City and the District after conducting two public hearings at which members of the public who wanted to present testimony or evidence regarding the Agreement were given the opportunity to do so. Notice of each hearing was published in the format required by TEx. LOCAL GOV'T CODE, Section 43.123(b) and was published at least once on or after the 20th day before each public hearing of the City. The District's notice of each hearing was given as required under the Texas Water Code for other district notifications. ARTICLE 2 ANNEXATION OF THE DISTRICT 2.01. Conditions to annexation. The parties agree that the District and its residents should be allowed to develop and function with certainty regarding the conditions under which annexation will be authorized by the City. As a result, the City and the District agree that, without regard to the City's right and power under existing or subsequently enacted law and subject to Section 2.02, the City will not fully annex any property within District until all of the following conditions have been satisfied, and shall thereafter be authorized, but not required, to fully annex the District for any purpose: 32 a. One hunched percent (100%) of the acreage within the District has been substantially developed; and b. Developer, and its successors and assigns, has been fully reimbursed by the District to the maximum extent permitted by the rules of the Commission or other applicable law for all eligible Project and construction costs. In addition to satisfaction of the conditions provided above, if the District has bonds, notes or other indebtedness outstanding that are payable for and secured by the District's ad valorem taxes, the City shall not be authorized to annex the District for full purposes unless and until the City is authorized to levy an ad valorem tax on property in the District and is authorized to levy an ad valorem tax in an amount sufficient to pay the assumed District indebtedness. 2.02. Annexation of Commercial property. Notwithstanding Section 2.01, the City may in accordance with TEX. LOCAL GOV'T CODE, Section 43.0751(fl(4) annex any Commercial property within the District for full purposes at the occurrence of recordation of a final plat containing such Commercial property. The foregoing occurrence shall be deemed the conversion date pursuant to TEX. LOCAL GOV'T CODE, Section 43.0751 (fl (5) and (h), without need for further action by the City. 2.03. Operations prior to full annexation. Prior to annexation of the entire District for full purposes, except as may be specifically provided in this Agreement, the District is authorized to exercise all powers and functions of a fresh water supply district or a water control and improvement district, as such additional powers and functions may be subsequently authorized and provided by law, including, without limiting the foregoing, the power to incur additional debts, liabilities, or obligations, to construct additional utility facilities, roads and related improvements, or to contract with others for the provision and operation thereof, or sell or otherwise transfer property without prior approval of the City, and the exercise of such powers is hereby approved by the City. 2.04. Continuation of the District following full annexation. Upon full purpose annexation of the entire District under the provisions of Section 2.01 above, the District will continue to exist for an extended period to allow for the completion of District operations and the integration of the District's systems into the City's systems, following which period the City shall act to abolish the District in accordance with applicable law. If the City has not abolished the District within 120 days after such annexation under Section 2.01, then the District shall be automatically abolished on the 121st day after such annexation. At such time, the City will assume all rights, assets, liabilities, and obligations of the District (including all obligations to reimburse Developer(s) within the District) and the District will not be continued or converted for limited purposes. Upon full purpose annexation, fees and charges imposed on residents of the former District for services provided by the City shall be equal to those fees and charges imposed on all other residents of the City. 2.05. Attempted incorporation. Notwithstanding any provision herein to the contrary, in the event that an election is called pursuant to applicable law in connection with a bona fide petition for incorporation of a municipality that includes a substantial portion of the District, the City shall be entitled to annex that portion the District attempting to incorporate. 2.06. Notice to Landowners of Full Purpose Annexation of Land Within the District. Within 60 days of the Effective Date, the District shall file notice concerning this Agreement in the 33 real property records of Tarrant County for the Property within the District. The notice shall give the purchaser written notice of the District's consent to annexation and the City's right to annexation. ARTICLE 3 TAX RATE AND INFRASTRUCTURE MAINTENANCE Section 3.01. District Tax Rate. The District's financial advisor shall endeavor to maintain and recommend a District debt service structure to ensure the District's tax rate is maintained at a rate annually of $1.00 per $100 of assessed value on all taxable property within the District's boundaries, or the highest allowed under state law, whichever is less, until the City annexes all Land within the District, which may occur in the City's sole discretion upon or after the expiration of the term specified herein and in the Strategic Partnership Agreement. Upon setting the District tax rate, the District shall cause a copy of the pertinent order or other action setting an ad valorem tax rate to be provided to the City Secretary, the City Manager, and the Director of the Development Services Department within 30 days of District adoption of the tax rate for that tax year. The District's financial advisor and booldc-eeper shall endeavor to maintain a District reserves sufficient for funding maintenance of the Infrastructure and a capital replacement reserve restricted for the City's use after the City's annexation of all Land within the District. Section 3.02. District Annual Audit. Once the District is required to have annual audits performed and filed under the Texas Water Code, the District shall cause a copy of its annual audit to be provided to the City Secretary, the City Manager, and the Director of the Development Services Department within 30 days of District approval. Section 3.03. Maintenance of District Facilities. The District will be responsible for operating and maintaining all District facilities and properties from the Effective Date and ending on the full - purpose annexation of the entirety of the District. The District may also continue to make capital improvements during this same time period in accordance with the terms and provisions of applicable agreements. ARTICLE 4 DEFAULT, NOTICE AND REMEDIES 4.01. Default; notice. A breach of any material provision of this Agreement after notice and an opportunity to cure shall constitute a default. The non -breaching party shall notify the breaching party of an alleged breach, which notice shall specify the alleged breach with reasonable particularity. If the breaching party fails to cure the breach within a reasonable time not sooner than 30 days after receipt of such notice (or such longer period of time as the non -breaching party may specify in such notice), the non -breaching party may declare a default hereunder and exercise the remedies provided in this Agreement in the event of default. 4.02. Remedies. In the event of a default hereunder, the remedies of the non -defaulting party shall be limited to either or both of the following: a. Monetary damages for actual losses incurred by the non -defaulting party if such recovery of monetary damages would otherwise be available under existing law and the defaulting party is not othevvise immune from paying such damages; and 34 b. Injunctive relief specifying the actions to be taken by the defaulting party to cure the default or otherwise comply with its obligations hereunder. Injunctive relief shall be directed solely to the default and shall not address or include any activity or actions not directly related to the default. ARTICLE 5 MISCELLANEOUS 5.01. Beneficiaries. This Agreement shall bind and inure to the benefit of the parties, their successors and assigns. This Agreement shall be recorded with the County Clerk in the Official Public Records of Tarrant County, Texas, and shall bind and benefit each Developer and each future Developer of land included within the District's boundaries in accordance with Tex. Local Gov't Code, Section 43.0751(c). In the event of annexation of the District by the City, Developer shall be considered a third -party beneficiary of this Agreement. 5.02. Term. This Agreement shall commence and bind the parties on the effective date first written above and continue for thirty-five (35) years thereafter, unless terminated on an earlier date pursuant to other provisions or by express written agreement executed by the City and the District. Upon the expiration of the initial term, this Agreement shall automatically be extended for successive one-year periods, unless either the City or the District give notice to the other of its intent to terminate prior to any extension term. 5.03. Notice. Any notices or other communications ("Notice") required to be given by one party to another by this Agreement shall be given in writing addressed to the party to be notified at the address set forth below for such party, (i) by delivering the same in person, (ii) by depositing the same in the United States Mail, certified or registered, return receipt requested, postage prepaid, addressed to the party to be notified, or (iii) by depositing the same with Federal Express or another nationally recognized courier service guaranteeing "next day delivery", addressed to the party to be notified, or (iv) by sending the same by electronic mail ("email") with confirming copy sent by regular mail. Notice deposited in the United States mail in the manner hereinabove described shall be deemed effective from and after the date of such deposit. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purposes of notice, the addresses of the parties, until changed as provided below, shall be as follows: Cam: City of Fort Worth, Texas 100 Fort Worth Trail Fort Worth, Texas 76102 Attn: City Manager Email: District: Tarrant County Fresh Water Supply District No. Tarrant County Municipal Utility District No._ c/o Allen Boone Humphries Robinson LLP 4514 Cole Avenue, Suite 1450 Dallas, Texas 78205 Attn: Stephen Robinson Email: sobinson@abhr.com 35 The parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by giving at least five days' written notice to the other parties. If any date or any period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice shall be extended to the first business day following such Saturday, Sunday or legal holiday. 5.05. Time. Time is of the essence in all things pertaining to the performance of this Agreement. 5.06. Severabiliy. If any provision of this Agreement is held to be illegal, invalid, or unenforceable then, and in that event, it is the intention of the parties hereto that the remainder of this Agreement shall not be affected. 5.07. Waiver. Any failure by a party hereto to insist upon strict performance by the other party of any material provision of this Agreement shall not be deemed a waiver thereof or of any other provision hereof, and such party shall have the right at any time thereafter to insist upon strict performance of any and all of the provisions of this Agreement. 5.08. Applicable law and venue. The construction and validity of this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law principles. Venue shall be in Tarrant County, Texas. 5.09. Reservation of rights. To the extent not inconsistent with this Agreement, each party reserves all rights, privileges, and immunities under applicable laws. 5.10. Further documents. The parties agree that at any time after execution of this Agreement, they will, upon request of another party, execute and deliver such further documents and do such further acts and things as the other party may reasonably request in order to carry out the terms of this Agreement. 5.11. Incorporation of exhibits and other documents by reference. All exhibits and other documents attached to or referred to in this Agreement are incorporated herein by reference for the purposes set forth in this Agreement. 5.12. Effect of state and federal laws. Notwithstanding any other provision of this Agreement, the District and the City shall comply with all applicable statutes or regulations of the United States and the State of Texas, as well as any City ordinances or rules implementing such statutes or regulations, and such City ordinances or rules shall not be deemed a breach or default under this Agreement. 5.13.. Authority for execution. The City hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the City charter and City ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted by the Board of Directors of the District. 5.14. Governmental Powers. By execution of this Agreement, neither the City not the District waives or surrenders any of its respective governmental powers, immunities or rights except 36 as specifically waived pursuant to this section. The City and the District mutually may waive their governmental immunity from suit and liability only as to any action brought by a Party to pursue remedies available under this Agreement and only to the extent necessary to pursue remedies available. Nothing in this section shall waive any claims, defenses or immunities that the City or the District has with respect to suits against the City or the District by persons or entities not a party to this Agreement. Nothing in this Agreement is intended to delegate or impair the performance by the City of its governmental functions, and the City waives any claim or defense that any provision of this Agreement is unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the City's performance of its governmental functions. 5.15. Recitals. The Parties agreed that the Recitals are true and correct and shall be considered incorporated in the Agreement as if fully set forth herein. SIGNATURE PAGES FOLLOW 37 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement effective as of the date first written above. CITY OF FORT WORTH, TEXAS Assistant City Manager, City of Fort Worth, Texas ATTEST: City Secretary, City of Fort Worth, Texas THE STATE OF TEXAS COUNTY OF TARRANT This instrument was acknowledged before me on this the day of , 20_, by , Assistant City Manager of the City of Fort Worth, Texas, on behalf of said city. (NOTARY SEAL) 38 Notary Public, State of Texas TARRANT COUNTY FRESH WATER SUPPLY DISTRICT NO. By: President ATTEST: By: Secretary THE STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on this the day of , 20_, by , President of the Board of Supervisors of Tarrant County Fresh Water Supply District No. _, a political subdivision of the State of Texas, on behalf of said political subdivision. (NOTARY SEAL) M Notary Public, State of Texas TARRANT COUNTY MUNICIPAL UTILITY DISTRICT NO. President ATTEST: By: Secretary THE STATE OF TE-XAS COUNTY OF This instrument was acknowledged before me on this the day of , 20, by , President of the Board of Directors of Tarrant County Municipal Utility District No. _, a political subdivision of the State of Texas, on behalf of said political subdivision. (NOTARY SEAL) 40 Notary Public, State of Texas EXHIBIT D CONDITIONAL CONSENT RESOLUTION 41 A RESOLUTION NO. 6095-05-2025 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, GRANTING CONDITIONAL CONSENT TO THE CREATION OF A SPECIAL DISTRICT (FRESH WATER SUPPLY DISTRICT) PURSUANT TO ARTICLE XVI, SECTION 59 OF THE TEXAS CONSTITUTION AND THE INCLUSION OF 322.422 ACRES OF LAND INTO SAID DISTRICT; MAKING FINDINGS RELATED THERETO; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Fort Worth, Texas (the "City"), a home rule municipality created under the laws of the State of Texas, received a request from GRBK Edgewood, LLC, ('GRBK"), for the City's consent to the creation of a special district pursuant to Article XVI, Section 59 of the Texas Constitution (the "District') encompassing 322.422 acres of land situated wholly in Tarrant County, Texas, and the City's extraterritorial jurisdiction ("ETJ'D as more particularly described in Exhibit A, attached hereto and incorporated by reference (the "Land"); and WHEREAS, GRBK intends to develop the Land in the City's ETJ as a mixed -use master- planned community in accordance with the attached Conceptual Plan in Exhibit B; and WHEREAS, the District will be created pursuant to Article XVI, Section 59 of the Texas Constitution and Chapter 53 of the Texas Water Code, by order of the Tarrant County Commissioners Court as a Fresh Water Supply District and then the District will be converted into a Water Control and Improvement District organized pursuant to Article XVI, Section 59, of the Texas Constitution and Chapters 49 and 51 of the Texas Water Code, as amended; and WHEREAS, Chapter 42 of the Texas Local Government Code provides that land within a municipality or its extraterritorial jurisdiction may not be included within a special district without such municipality's consent; and WHEREAS, GRBK and the City intend for the City to be the retail provider of water and wastewater service to the Land and GRBK agrees to construct certain facilities and improvements necessary for the Project and the City's extension and expansion of its water and wastewater systems; and WHEREAS, the City wishes to evidence its conditional support and consent for the creation ofthe District within the City's extraterritorial jurisdiction, subject to the terms of that certain development agreement to be negotiated between the City and GR13K (the "Development Agreement") and the terms of this Resolution. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS, THAT: 42 Section 1. All of the above premises are hereby found to be true and correct legislative findings of the City Council and they are hereby approved and incorporated into the body of this Resolution as if copied in their entirety. Section 2. The City Council of the City (the "City Council") hereby grants its support and consent for the creation of a district created pursuant to Article XVI, Section 59, Texas Constitution, as amended, within its extraterritorial jurisdiction and the inclusion in the District of land described more fully in Exhibit A, and specifically conditioned upon the following: 2.1 The development of the Land will be in accordance with the Subdivision Ordinance of the City and all development and infrastructure policies, rules and regulations as more specifically set forth in the Development Agreement; 2.2 The District shall construct all facilities to serve the land in accordance with plans and specifications that have been approved by the City; 2.3 The City shall have the right to inspect all facilities being constructed by the District; 2.4 The City shall be the retail water and sewer provider to the District, with all applicable charges and rates paid by the District or GRBK in accordance with the Development Agreement and utility agreement(s), and the City shall maintain all its rights and privileges under its Certificate of Necessity and Convenience; 2.5 The City's acknowledgement that the Conceptual Plan attached here to as Exhibit B reflects the anticipated development plan for the Land, and the City does not oppose the anticipated development in accordance with the Conceptual Plan; 2.6 The Land will be developed in accordance with the Neighborhood and Community Park Dedication Policy of the City of Fort Worth, Texas, as more specifically set forth in the Development Agreement; and 2.7 The City will have the option to annex the Land into the City of Fort Worth in accordance with the terms of the Development Agreement and that certain strategic partnership agreement to be entered by the District (the "Strategic Partnership Agreement"), but any event no earlier than the occurrence of substantial completion of development of one hundred percent (100%) of the District, and the full satisfaction of the District's reimbursement obligations to GRBK or any successor or assignee, whichever occurs later. Section 3. The City Manager of the City is hereby authorized to execute any documents necessary to effectuate this Resolution. Section 4. The City Council further states that it has not relinquished any rights, duties or powers relating to its regulatory control within its extraterritorial jurisdiction. 43 Section 5. The City Council further states that this Resolution is provided subject to and in reliance upon the terms of the certain Development Agreement, which may be entered into by and between the City and GRBK. The District shall execute a joinder and become a party to the Development Agreement upon its organization and shall enter into the Strategic Partnership Agreement with the City. The City does not consent to the organization of the District, election, or issuance of bonds from any revenue available to the District until the Development Agreement is executed, if at all, and this consent shall be withdrawn without further action by the City if a Development Agreement is not approved and executed by the City on or before one hundred and twenty (120) clays after the date of adoption of this Resolution. Section 6. The City Council hereby finds and determines that sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted as a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Texas Open Meetings Act, contained in Chapter 551 of the Texas Government Code, as amended, and that this meeting was open to the public and the subject matter of this'Resolution and its contents have been discussed, considered and formally acted upon by the City Council. Further, the City Council ratifies, approves and confirms such written notice and the contents and posting thereof, and the foregoing fully complied with all applicable law. Section 7. This Resolution shall be effective from and after its passage by the City Council. Adopted this 131h day of May 2025. ATTEST: Jannette S. Goodall, City Secretary 44 EXHIBIT A (Legal Description of Property to be included in the District) BEING 322.442 GROSS -ACRES OF LAND SITUATED IN THE M. E. P. & P. RR. CO. #19 SURVEY, ABSTRACT NO. 1138, 'ARRANT' COUNTY, TEXAS AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED TO PETE AND JO BONDS FAMILY PARTNERSIIIP BY DEED RECORDED IN COUNTY CLERK FILE NO. D213039813 OF THE OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8-INCH CAPPED IRON ROD STAMPED "BROOKS BAKER" FOUND FOR THE SOUTHWEST CORNER OF SAID BONDS FAMILY PARTNERSI•IIP TRACT ON THE NORTH RIGHT-OF-WAY LINE OF W. BONDS RANCH ROAD (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE WITH THE WESTERLY LINE OF SAID BONDS FAMILY PARTNERSHIP TRACT, TI-M FOLLOWING COURSES AND DISTANCES: ' NORTH 00°23'50" WEST, A DISTANCE OF 1520.65 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED "BROOKS BAKER" FOUND; NORTH 89°36' 14" EAST, A DISTANCE OF 200.24 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED "BROOKS BAKER" FOUND; NORTH 0001549" WEST, PASSING A 5/8-INCH CAPPED IRON ROD STAMPED "BROOKS BAKER" FOUND AT 2419.91 FEET, A TOTAL DISTANCE IN ALL OF 2483.37 FEET TO THE NORTHWEST CORNER OF SAID BONDS FAMILY PAR71'NERSHIP TRACT; THENCE NORTH 89034'02" EAST, WITH THE NORTH LINE OF SAID BONDS FAMILY PARTNERSHIP TRACT, A DISTANCE OF 3428.70 FEET TO THE NORTHEAST CORNER OF SAME; THENCE SOUTH 00031'49" EAST, OVER AND ACROSS SAID BONDS FAMILY PARTNERSHIP TRACT, PASSING A 5/8-INCH CAPPED IRON ROD STAMPED "LJA SURVEYING" SET FOR REFERENCE AT 62.27 FEET, A TOTAL DISTANCE OF 3975.43 FEET TO A 5/8-INCH CAPPED IRON ROD STAMPED "LJA SURVEYING" SET ON SAID NORTH RIGHT-OF-WAY LINE OF BONDS RANCH ROAD WITI•IIN A CURVE TO'THE RIGHT HAVING A RADIUS OF 3030.41 FEET, THENCE WITH SAID NORTH RIGHT-OF-WAY LINE AND SAID CURVE TO THE RIGHT HAVING A CHORD THAT BEARS SOUTH 86°15'05" WEST, 321.56 FEET, THROUGH A CENTRAL ANGLE OF 6004'57", AN ARC- DISTANCE OF 321.71 FEET TO A 1-INCH IRON ROD FOUND; THENCE SOUTH 8902349" WEST, CONTINUING WITII SAID NORTH RIGHT-OF-WAY LINE, A DISTANCE OF 3322.97 FEET TO TI•IE POINT Or, BEGINNING AND CONTAINING A CALCULATED AREA OF 322.442 GROSS- ACRES (14,045,561 SQ. FEET) OF LAND, OF WHICH 4.949 ACRES OF LAND IS LOCATED WITHIN THE APPARENT PRESCRIPTIVE RIGHT-OF- WAY OF PEDEN ROAD FOR A TOTAL CALCULATED AREA OF 317.493 NET -ACRES OF LAND. 45 1XRMIT H (Conceptual Plan) 46 � 1? ` ■ � �IIIIIII■ �"� =� � low �11 �--- l •7i� � lia 12/15/25, 2:43 PM M&C 06GREENBRICK FWSD DEVELOPMENT AGREEMENT Foe_ T� H, — ofto. Expedited General i Discussion Certifications I Attachments Authors & Reviewers I Routing I I Summary �. •••, .. .. �..�u vuiy Our ni iiaiy VIUW UI the IVI&U) City of Fort Worth, Texas Communication 06GREENBRICK FWSD DEVELOPMENT AGREEMENT ,ETJ Adjacent to CD 7) Authorize Execution of a Development Agreement with GRBK Edgewood, LLC, for Approximately 322 Acres of -and Located in Fort Worth's Extraterritorial Jurisdiction in Tarrant County 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 GRBK Edgewood, LLC for approximately 322 acres of land, commonly referred to as Greenbrick, located within Fort Worth's Extraterritorial Jurisdiction Area in Tarrant County. On May 13, 2025, at the request of GRBK Edgewood, LLC (Developer), the City Council adopted Resolution No. 5092-05-2025 granting conditional consent to the creation of a Fresh Water Supply District pursuant to Article XVI, Section 59 of the Texas Constitution, encompassing approximately 322 acres of land in Tarrant County, Texas (Land). The Land is located north of Bonds Ranch Road, east of Morris Dido Newark Road, South of Peden Road and west of Business Highway 287. On July 15, 2025, the Tarrant County Commissioner's Court is scheduled to consider the creation of the Tarrant County Fresh Water Supply District No. 2 (District). The City would execute the Development Agreement after creation of the District. Pursuant to the Development Agreement, the Developer will develop the Land as a mixed -use, master -planned community in accordance with the terms of the Development Agreement. The City will be the retail provider of water and sewer service to the Land. Except for the commercial property, annexation of the Land may not occur until 100% of the Land has been substantially developed and the Developer has been fully reimbursed by the District for eligible project and construction costs. The City will have the option to annex the commercial property once a final plat for the commercial property has been recorded. The Development Agreement is being entered into pursuant to Section 212.172 of the Texas Local Government Code. A Strategic Partnership Agreement and Utility Agreement with the District will be presented to the City Council for consideration at a later date. The Strategic Partnership Agreement will establish the District's tax rate and set the terms and conditions to allow the City to limit purpose annex commercial areas of the development for the sole purpose to impose and collect sales and use taxes. The Utility Agreement will address easements, roadway repair standards, and provisions relating to water conservation and pretreatment standards. The property is in the extraterritorial jurisdiction adjacent to COUNCIL DISTRICT 7. Director of Finance certifies that approval of this recommendation will have no material effect on City funds. Submitted for City Manager's Office by_ Jesica McEachern 5804 Dana Burghdoff 8018 Originating Business Unit Head: D.J. Harrell 8032 Additional Information Contact: Leo Valencia 2497 https://automation.fortworthtexas.gov/form.aspx?pid=9c6d997O-bl52-4134-92ef-1 d926ec4404c&formid=&forminstid=5f5491 ee-d243-4498-be6c-85e9... 1 1/5