HomeMy WebLinkAbout065786 - Construction-Related - Contract - Hines Acquisitions LLCCity Secretaiy Conttact No. �� eV ��,a
BROWN RANCH
DEVELOPMENT AGREEMENT
This DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between the
City of Fort Worth, a home-rule municipal corporarion situated in Parker, Tarrant, Johnson, Denton,
and Wise Counties (the "Ciry"), actin� by and through its duly authorized Assistant Ciry Manager; and
Hines Acquisitions, LLC, a Delaware limited liability compan5� ("Developer") to be effective on the
Effective Date as defined herein. The City and Developer shall each Ue considered a"Party" or
collectively "Parties" to this Agreement.
RECITALS
A. The Ciry is a Texas hoine-rule municipaliry located within Parlcer, Tarrant, Denton, Johnson, and
Wise Counties;
B. Developer anticipates owning appro�cimately 1,476.889 acres of land situated in Parker County
and Tarrant County, Te�;as, in the City's eztraterritorial jurisdiction ("ETJ"), described in Exhibit
A attached to this Agreement (the "Land"), and it intends to develop the Land into a inixed-use
master-planned community (the "Project");
C. The City desires to be the retail water and sewer provider to the Project;
D. Developer intends to request to create a municipal utility district ("District") and to include certain
portions of the Land within the boundaries of the Distiict;
E. The District shall adopt the certain strategic partnership agreement, attached in form and
substance as Exhibit I�overning the City's full purpose annexation of the Land and dissolution
of the District (the "Strategic Partnership Agreement");
F. The Ciry, through its go�Terning body, City Council, adopted Resolution No. 6221-12-2025,
providing its consent to the crearion of the District conditioned upon execution of this Agreement,
which, upon execution by the Parties, shall satisfy City consent requirements under Section 42.042,
Local Government Code and Section 54.016, Water Code;
G. The authority to enter into this Agteement is given to the Parties under Section 212.172 of the
Texas Local Government Code and the City has provided the written disclosure as required under
suUsection 212.172 (b-1), Local Goveinment Code; and
H. Developer shall deliver this Agreement to Tarrant Counry and Parker Counry following its
execution Uy the Parties.
NOW THEREFORE, in ezchange for the commitments, covenants, and premises recited
herein, for which each Party agrees constitutes sufficient consideration therefore, the Parties agree to
the following terms
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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 water, sewer, and dxainage studies, and
transportation impact analyses reviewed and accepted by the City and applicable to the Project as may
be amended from time to time.
"Assignee" has the meaning ascribed 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 Yegistration 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.
"Conceptual Plan" means the preliminary conceptual plan attached as E�ibit B to this
Agreement.
"Consent Resolution" means City Resolution No. 6221-12-2025, granting conditional consent
to the creation of a special district (municipal utility district) pursuant to Article XVI, Section 59 of
the Texas Constitution and the inclusion af appro�imately 1476.889 acres of land into said district;.
making findings related thereto; and providing for an effective date. A ttue and coxrect copy of the
Consent Resolution is attached as Exhibit C to this Agreement,
"Community Facilities A�-eements Ordinance" means Ordinance No. 23656-05-2019
adopted by the City Council and effective June 1, 2019, subsequently arnended by Ordinance No.
25556-06-2022 and effective June 15, 2022, as amended.
"CompYehensive Plan" means the City's 2023 Comprehensive Plan adopted under City
Ordinance No. 26050-03-2023 and effective as of March 21, 2023.
"City Council" means the elected and governing body of the City.
"City" means the City of Fort Worth, Texas, a home-rule municipal corporation situated in
Parker, Tarrant, Johnson, Denton, and Wise Counties.
"CommeYcial Areas" mean those poYtions of the Land designated for non-residential use and
as preliminary shown in the Conceptual Plan attached as Exhibit B, as may be amended form time
to time in accordance with this Agreement, that are developed, platted, or intended for development
under the Development Standards in Exhibit D for uses permitted in one or more of the following
base zoning district classifications under Chapter 4 of the City's Zoning Ordinance, or any successor
classification substantially equivalent thereto: "ER" Neighborhood Commercial Restricted, "E"
Neighborhood Commercial, "FR" General Commercial Restricted, "F" General Commercial, "G"
Intensive Commercial, and "MU-1" and "MU-2" Mixed-Use but only as to the non-residential
component of any Mixed Use development. Commercial Areas do not include (a) any portion of the
Land used or intended for single-family or multifamily residential use, regardless of the underlying
base district; (b) public or civic uses owned by a tax-exempt or non-profit entity; or (c) parkland, open
space, or Infrastructure dedicated to the City, District, or an HOA.
"Development Standards" mean the mix of zoning district standards and permitted uses
applied to the Project in Exhibit D to this Agreement. To the extent the Development Standards
conflict with the Zoning Ordinance, the Development Standards shall prevail and control
development of the Project.
"Distxict(s)" means Parker and Tarrant Counties Nlunicipal Utility District No. 1 created under
Article XVI, Section 59, and Article III, Section 52, Texas Constitution, and operated pursuant to
Chapters 49 and 54, Texas Water Code, and the rules and regulations of the TCEQ, or any new district
created by adoption of a division order. In no event shall any new district created by adoption of a
division order contain any territory outside the Land without prior City consent.
"Effective Date" means the date this Agreeinent is fully executed by authorized
representatives of the City and Developex.
"ETJ" means the unincorporated area that is contiguous to the corporate boundaries of a
municipality as determined under Chapter 42 of the Texas Local Government Code, presently
extending five miles from the City's corporate limits, excluding other incorporated municipalities and
their respective ETJs.
"Governing Regulations" mean (a) the Conceptual Plan, once approved by tl�e City as a part
of its approval of this Agreement; (b) the Subdivision Ordinance, as modified by this Agreement; (c)
Infrastructure Standards; (d) Park Dedication Policy, as modified by this Agreement; (e) Development
Standards; (� Master Transportation Plan; and (� Project final plats for portions of the Project
approved by the City in accordance with the Agreement.
"HOA" means the homeowners or property ownexs associations owned by or whose
members consist primarily of the owners of the Land or portions thereof covered by a dedicatory
instrument and through which the owners dr the board of directors or similar governing body manage
or regulate the residential subdivision, townhouse regime, or similar commercial or planned
development within the Land.
"Impact Fees" mean the Cit�T assessments 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 faci]ities and wastewateY facilities,
to pay the costs of constructing capital improvements or facility expansions described in the City's
capital improvements plan. The City shall assess Impact Fees at plat recordation and collect Impact
Fees at the time an application for individual meter connection to the Ciry's water or wastewater
system is received. The most recently adopted Water and Wastewater Impact Fee Ordinance shall
apply to the Project.
"Infrastructure" means water, sewex, road, and drainage facilities and improvements (together
with associated grading, landscaping, lighting and signage) constructed to serve the Project.
"Infrastructure Standards" mean the following City regulations in effect as of the Effective
Date, as may be amended thereafter, pro�Tided any such amendment is adopted in response to a change
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in applicable law or regulation specifically relating to public health, safety, or general welfare, and
e�pressly e�cluding any amendment that affects any right vested as of the Effective Date, pursuant to
Chapter 245, Texas Local Government Code:
Watei and Sewer Infrastructure Standards:
1. Installation Policy and Design Criteria for Water, Wastewater and Reclaimed
Water Infrastructuxe, dated August 11, 2026, incorporated in the Subdivision
Ordinance, as amended or superseded;
2. Community Facilities Agreements Ordinance; and
3. Unit Price Ordinance, effective as of June 1, 2019, in Ordinance No. 23657-05-
2019, as amended or superseded.
Drainage and Stormwater Facili�v Infrastructure Standards:
Stormwater Criteria Manual, effective July 15, 2024, Ordinance No. 26963-06-2024, as
amended.
Road Im�rovement Standards;
1. Street design and construction standards set forth in the Ciry's Transportation and
Engineering Manual, effective May 7, 2019
2. Master Transportation Plan adopted on June 9, 2026 in Ordinance No. 28594-06-
2026, as amended;
3. Access Management Policy effective as of August 1, 2018 and adopted on June 5,
2018, in Ordinance No. 23225-06-2018, as amended; and
4. The Ciry's Subdivision Ordinance codified in ChapteY 31 of the City Code, as
amended.
5. Pavement Design Manual adopted on January 29, 2015.
"Land" means those 1,476.889 acres, more or less, anticipated to be 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(fl of the Texas Local Government Code.
"Major Road Improvements" means both the internal and offsite Road Improvements
anticipated to serve multiple phases of or pods within the Project at ultimate buildout and adjacent
properties, to be delivered on a phase-by-phase basis, more particularly shown in the Major Road
Improvements — Ultimate Buildout exhibit, attached hereto as Exhibit G.
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"Major Sewer Improvements" means both the internal and offsite Sewer Infrastructure
Improvements anticipated to serve multiple phases of or pods within the Project at ultimate buildout,
to be delivered on a phase-by-phase including, but not limited to, those improveinents generally shown
in Exhibit F.
"Major Water Improvements" means both the internal and offsite Water Infrastructure
Improvements anticipated to serve multiple phases of o� pods within the Project at ultimate buildout,
to be deliveied on a phase-by-phase basis, moxe particularly shown in Exhibit E.
"Park Dedication Policy" means the Neighboxhood and Community Park Dedication Policy,
Ordinance No. 26597-11-2023 effective January 1, 2024, as amended.
"Plan Review Fees" or "Fees" mean all application, xeview, engineering, inspection,
acceptance, administrative, studies, and other fees imposed by the City related to the acceptance,
xeview, or processing of engineering or constxuction 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, Te�as Local Government Code.
"PUCT" means the Public Utility Commission of Texas
"Road Improvements" mean those street, paving, gxading, sidewalk, landscaping, and storm
water, street lighting, or related facilities serving the Project, including Major Road Improvements and
Thoroughfares, benefitting the public, designed and constructed pursuant to this Agreement.
"Sewer Iinprovements" inean those certain sanitary sewer improvements and associated
facilities and components serving the Project designed and constructed pursuant to this Agreement.
"Stormwater Facili.ty" or "Stormwater Facilities" mean the facilities or improvements designed
and constructed in accordance with the City's Stormwater Criteria Manual, this Agreement, and
applicable Approved Infrastructure Studies seiving the Project, benefitting the public, and relating to
Project stormwater controls, discharge mitigation and water quality, and drainage and detention,
requiring Best Management Practices (or `BMPs", as such terms are defined in the City's Stormwater
Criteria Manual) separate from drainage facilities constructed in aid of Road Improvements.
"Subdivision Ordinance" means Chapter 31 of the City's Code of Ordinances, as amended,
provided, h�wever, because the Project is in the Ciry's ETJ, Section 31-81(b)(4) of the Subdivision
O�dinance does not apply to the Project.
"SWFNIA" means Stormwater Facility Maintenance Agreement between the City oY the
District, as the case may be, and a properry owner or HOA for perpetual maintenance of a stYuctural
BMP or Stormwater Faciliry.
"TCEQ" means Texas Commission on Environmental Quality or any successoY agency.
"Thoroughfares" means those certain Major Road Improvements known as Walsh Ranch
Parkway, Old Weatherfoxd Road, and the onsite portion of Westpoint Boulevard, as more particularly
shown in the Major Road Improvements — Ultimate Buildout exhibit, attached hereto as Exhibit G.
E
"Utiliry and Infrastructure Agreement" means the agreement that will be executed between
the City, Developer and District regazding utility service and infrastructure necessary to serve the Land
substantiallp in the forin attached hereto as Exhibit M.
"Water and Wastewater Impact Fee Ordinance" means ordinances codified in Ciry Code
Chapter 35, Article III, Division 2: Water and Wastewater Impact Fees, Section 35-66, et seq.,
inclucling Schedules 1 and 2 of the most recently adopted Impact Fee Ordinance as may be amended.
"Water Improvements" mean those certain water improvements and associated facilities and
coinponents seYving the Project 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.
[Intentionally Blank]
ARTICLE II. PROJECT DEVELOPMENT
Section 2.01 Governin�- Re�ulations. The Project will be developed in accordance with the
following regulations in effect as of the Effective llate, as modified herein, and by amendments to the
regulations in subsections (b), (c), and (� that may be adopted after the Effective Date (collectively,
the "Governing Regulations"). Developer does not waive any claims pursuant to Chapter 245, Texas
Local Government Code, and may challenge at any time any such amendment adopted by the City
after the Effective Date. ,
(a) Conceptual Plan;
(b) Subdivision Ordinance;
(c) Infrastructure Standards;
(d) Park Dedication Policy;
(e) De�Telopment Standards;
(� Master Transportation Plan; and
(g) Final Project plats approved by the City in accordance with the Agreement.
Section 2,02 Permitted Uses. Permitted uses in the Project will be governed by the Development
Standards set forth in Exhibit D to this Agreement.
Section 2.03 Revisions. An increase in the height of structures of 5% less; a setback reduction of
10% or less; or an incxease in ground coverage by a structure of 5% or less are authorized without
approval by the City.
Section 2.04 Parks and Trails.
(a) Open S�ace. The Project shall have a minimum of 237 acres of the Project set aside and
preserved as riparian buffer, greenspace and parl�land, as shown in the Conceptual Plan
attached in Exhibit B and Exhibit H(Project Trails and Open Spaces). Developer shall
dedicate or cause to be dedicated parkland, riparian buffers, and green space, including trails,
to the District ox a HOA f�r maintenance until the City's full purpose annexation of the
Project. Final location of such designated parkland and green space areas may be subject to
change based on minor changes to the Conceptual Plan. Floodplain shall be preserved as
greenspace or riparian buffer, regardless of its public or private character, to the extent
iequired by the City's floodplain reclamarion policy. Riparian areas, defined as app�o�mately
75 feet of linear landscape along stream centerlines, as delineated by the USGS's National
HydrogYaphy Dataset (NHD) Riverstream GIS Dataset and shown in Exhibit N, shall be
preserved as greenspace, regardless of its character. Riparian areas must provide a minimum
total width of one hundred fifty (150) feet; however, modifications to the size of the riparian
zone on either side of the streamline shall be permissible so long as the xiparian area meets or
exceeds one hundred fifty (150) feet width �n average in every segment along the stream and
is not less than fifty (50) feet on average on either side of the streambank. Norivithstanding
the foregoing, the area depicted in Exhibit O in the southeastern corner of the Land may be
developed as depicted within the western portion of the ripaxian area.
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De�Teloper shall ensure the Project includes a minimum of ten (10) neighborhood-based parl�land
sites, each having a minimum of one (1) acre of land out of the floodplain, meeting the site
chaxacteristics of the Neighborhood and Cominunity Park Dedication Policy, and potentially co-
located with the community amenity centers, Parks, access to greenspace, and recreational areas
must be placed within a 10-minute walk from a residential home. In exchange for the City not
requiring payment of parl�land dedication fees that would be required for the Project if it was in the
City limits, Developer shall develop recreational facilities, improvements, and amenity components
within Project parl�land satisfying the City's then-applicable park facilities standards manual. Project
parkland recreational facilities, impxovements, and ameniry components shall be reasonably varied
in their offeYings to residents and dictated by market demand. These facilities shall include, without
limitation, age-focused playgrounds, sports courts and parks, disc golf course facilities and bocce
ball courts, outdoor workout facilities, covered open-air meeting areas, pocket and dog parks with
seating, tournament areas and creative play equipment. So long as Developer complies with
subsection 2.04(a), the City shall not unreasonably withhold, delay, or deny Project plans and plats
based on the Neighborhood and Communiry Park Dedication Policy.
(b) Trails. Developer shall further develop a cohesive public trail system that includes connections
to school sites, commercial areas, and future public trails in accordance with Project Master
Trails and Open Spaces Plan attached as Exhibit H and the City's Master Transportation
Plan.
(c) Minor Revisions. Any change to the final location of parl�land, open space, amenities, or
modifications to the alignment of the walking trails shown in Exhibit H not serving to
increase the overall densit�� of the Project may be considered a minor revision to this
Agreement and may be reviewed and approved by the City's Park and Recreation Department.
Locations shown in the Conceptual Plan can be modified in accordance with the Subdivision
Ordinance and Neighborhood and Communit�� Park Dedication Policy, and are ultimately
approved though a concept plan and preliminary plat, and any amendments thereof, approved
by the Cit�� Plan Commission.
Section 2.05 Ri�arian Area Re�uirements.
(a) Relationship to FENIA Flood�lain. The riparian area is independent of the Effective FEMA
100-year Floodplain.
(b) No grading or earthwork is allowed within riparian areas except for utiliries, road
unprovements that cross perpendicL�ar to the riparian area, public water intake or stormwater
outfalls, detention or retention ponds, paved or unpaved trails, parkland amenities that are not
located within a floodplain, tree planting, or emergency erosion control implementations, all
of which shall be allowed within riparian areas.
Section 2.06 Setbacks from Gas Wells. The Parties agree there shall be no residences, religious
institutions, schools, bleachers, grandstands, or playground equipment constructed within 200 feet of
the center of a gas well located within the Project's boundaries, or within the minimum footage
setbacks required under Parker County or Tarrant County standards, whichever is less. The setback
distance shall be measured from the gas well bore in a straight line to the closest exterior point of any
of the foregoing structures. Neither Section 56.03 of the Fire Code nor Chapter 15 of the Gas Code
of the City Code are applicable to the PYoject. No other gas well setbacks shall apply to the Project.
L''
ARTICLE III. DEVELOPMENT PROCESS AND APPROVALS
Section 3.01 Conce�tual Plan and Develot�ment Standards. The Conceptual Plan, attached hereto
as Exhibit B, generally depicts the plan for development of the Project. The Development Standards
in Exhibit D describe the permitted land uses for the Project. Any plat applications or other
development permits submitted under this Agreement that generally comply with the Conceptual
Plan, the Development Standards, and this Agreement shall be approved. Any conflict between the
Conceptual Plan and the Development Standards shall be resolved in favor of the Conceptual Plan.
Section 3.02 Turisdiction. The City shall have jurisdiction over the review and approval of all
preliminary and final plats, amending plats, replats, and minor replats, and app�oval of engineering
studies and plans for Infrastructure serving the Project in accordance with this Agreement and any
agreement between the City and Tarrant County or Parker County as required by Chapter 242, Texas
Local Government Code. The applicable Counry shall have the right to review and approve
subdivision plats as set forth in the interlocal agreements between the City and each respective county.
The applicable County shall have the right to review Road Improvements and drainage plans that are
not being constxucr.ed pursuant to a community facilities agreement.
Section 3.03 Pre-Development Conference. Upon Developer request, Developer and Ciry staff
from the Development Services Department, Water Department, TYansportation & Public Works
Department, and other affected departments, as the case may be, shall conduct a pre-development
conference prior to the submittal of each Project preliminary plat to the City, Such conferences shall
include discussion of the Project schedule, including delivery of offsite Infrastructure, and shall be
conducted on the same terms and deadlines as similarly situated projects within the City's corporate
limits.
Section 3.04 Plat A�proval. Any subdivision of the Land shall require plat approvals by the City
Plan Commission in accordance with the Subdivision Ordinance and Section 212.006, Local
Government Code; provided, however, conveyance by metes and bounds of five acres or greater of
any portion of the Land to any person for the purpose of qualifying such person to be a member of
the board of supervisors of a District shall not be considered a subdivision nor shall such conveyance
or division trigger City platting or approval requirements.
Section 3.05 Third-Par�v Review & Inspection. If the City: (1) does not approve, conditionally
approve, or disapprove a development document such as a Pxoject plan, plat, or development permit,
as the case may be; or (2) does not conduct a required development inspection, by the 15th day after
the date prescribed by a provision of the Texas Local Government Code for the approval, conditional
approval, or disapproval of the document or the development inspection, any required review of the
development document or the development inspection may be performed by a certified Texas
engineer.
Section 3.06 Zonin�. In the event of any conflict between this Agreement, the Development
Standards in Exhibit D, and the Zoning Ordinance, or any subsequent amendment thereto adopted
b5� the Ciry, this Agreement and the Development Standards prevail.
G]
ARTICLE IV. INFRASTRUCTURE
Section 4.01 Ci�v Watex Service Area. A portion of the Project is situated within the City's
certificated water service boundary under Certificate of Convenience and Necessity ("CCN") No.
12311. Another portion of the Project is situated within the water CCN of Aqua Texas Inc. ("Aqua")
under CCN No. 13201. Developer agrees to seek the release of the portion of the Project affected Uy
CCN No. 13201 from the boundaries of CCN No. 13201 and incur customary professional fees,
eYpenses, or fair compensation costs if required under any adjudicative action or setdement. Upon
release from the water CCN of Aqua, Developer agrees to facilitate, assist, and otherwise support the
Ciry's efforts in amending its certificated service area boundaries under CCN No. 12311 to wholly
include the Land fox the purposes of providing retail water ser�Tice to the Project. All InfrastructuYe
development and utilit�� service obligations as set forth herein are expxessly conditioned upon the
completed xelease of the Project from the CCN of Aqua.
Section 4.02 Citt� Provision of Retail Water and Sewer Service. Upon the satisfaction of the
following conditions, the City shall provide retail water and sewer service to the Project or portions
thereof as applicable: (i) release of the affected Land currendy within the boundaries of Aqua's CCN;
(ii) completion by Developer, or assigns, and acceptance by the City, of the Water Improvements and
Sewer Improvements necessary to serve the Project or portions thereof; and (ui) the negoriation and
e�ecution by the Parties of one or more utility service agreements covering the Project or portions
thereof setting forth the requirements for easement dedications, Cit��'s maintenance of water and
wastewater improvements under pa�red areas, and application of the City's requirements concerning
pretreatment, conservation, drought contingency, and other condition of providing water and sewer
service. At all times, the Ciry shall have the right to enforce the City's irrigation, water conservation,
backflow, and cross connection rules, regulations, ordinances and xequirements on the Land. Prior to
annexation of Land into the City, the City shall charge the City's retail water and sewer rates applicable
to pxoperty located in the City's ETJ. For any portion of the Land that has been annexed into the
City, the City will charge the City's retail water and sewer rates applicable to property located within
the City.
Section 4.03 Construction of Public Infrastructure. Except as otherwise depicted on the
Conceptual Plan or set forth in this Agreement, the Water Improvements, Sewer Improvements, and
Road Impiovements to serve the Land and the Project shall be designed and constructed in
compliance with the applicable Infrastructure Standards and the Subdivision Ordinance. Developer
shall submit water and sewer studies, drainage studies, flood studies as required, and a transportation
impact analyses, or amendrnents thereto, if necessary, for review and acceptance by the City, which
acceptance shall not be unreasonably withheld, conditioned, or delayed ("Approved Infrastructure
Studies"). Develope� shall further provide upon request by the City an estimate of capital expenditures
on Road Improvements, Stormwater Facilities, and parkland to be delivered at full Project buildout.
(a) Plan Review and Fees. Infrastructure construction shall not commence until (i) Developer
obtains the Approved Infrastructure Studies; (ii) the plans and specifications have been
reviewed and accepted by the City in compliance with the Governing Regulations, with such
acceptance not being unreasonably delayed, conditioned o� withheld; (iu) the applicable Plan
Review Fees have been paid; and (vi) in the case of the WateY Improvements and Sewer
Impiovements, a pre-construction conference has been held by the contractor hired to
construct such infrastructure, the District's engineer, and representatives of the Ciry's Water
Department,
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(b) Communi�v Facilities A�reements. The Parties agree to execute Community Facilities
Agreements concerning �Water Improvements, Sewer Improvements and Thoroughfares
serving the Project in accordance with the terms set forth in the Community Facilities
Agreements Ordinance. Road Improvements, other than Thoroughfaxes, and Stormwater
Facilities serving the Project will be maintained by the District and shall not be subject to the
Community Facilities Agreements Oxdinance or included in any Communiry Facilities
Agreements.
(c) [Intentionally Omitted]
(d) Oversizing� Rec�uirements. The City may impose oversizing requirements on the Water
Improvements and Sewer Improvements be5�ond what is necessary to serve the Project. If
the City elects to impose such oversizing requirements to Water Improvements and Sewer
Improvements, the City shall reimburse Develope� in accoxdance with state law and the
methodology described in the Unit Price Oxdinance. 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.
(e) Easement and ROW Acquisition, Generally. Developer shall use reasonable efforts to acquire
offsite easements necessary for the construction and installation of Major Water
Improvements and Major Sewer Iinprovements shown in Exhibit E and Exhibit F,
respectively. Said easements shall be e�clusive easements unless otherwise agreed by the City.
Such reasonable efforts shall be satisfied if the Developer orders an independent appraisal
performed by a certified appraisex and transmits an offer to the affected landowner consistent
with the valuation determined in such appraisal. If such efforts fail, Developer shall notify the
Ciry and provide it with documentation demonstrating such reasonable efforts. If the City
does not initiate condemnation by ordering an appraisal within siYty (60) calendar days after
the receipt of such documentation, the District may commence condemnation proceedings to
acquire offsite easements necessary fox the construction and installation of offsite Water
Improvements and Sewer Improvements if its goveYning body determines such proceedings
will benefit the public. Easement acquisition through condemnation by the District shall be
authorized under, but e�pressly 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 49.222 of the Te�as Water Code.
(� Easement and ROW A�c�uisition. Developer or District shall negotiate and acquire easements
or rights-of-way necessary for the construction and installation of offsite Road Improvements,
including extensions to certain offsite Thoroughfares. The Parties acknowledge that
Developer has previousl�= negotiated certain option agreements ("Oprions") with adjacent
landowners for the purposes of acquiring the rights-of-way and easeinents necessary to design,
construct, and deliver (or cause the same to be designed, constructed, and delivered) that
certain offsite Road Improvement segments. Once the Options are executed by the parties
thereto, they shall be incorporated into this Agreement for all purposes,
Section 4.04 Water and Sewer Infrastructure
(a) Describtion. Developer or the District shall, joindy oi severally, design and construct, or cause
to be designed and constructed Watex Improvements and Sewer Improvements specified
under the Approved Infrastructure Studies to serve the Project.
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(b) Water Infrastructure Requirements.
(i) Generally. Developer or the District shall, jointly or severally, design and
construct, or cause to be designed and constructed, the Water Improvements recjuired
under the App�oved Inftastructure Studies and applicable utility service agreement.
(u) Major Watex Irr�provements. Those certain Water Improvements necessary to serve
the Project at full buildout are shown generally in Exhibit E("Major Water
Improvements — Ultimate Buildout") and shall be delivered by Developer or the
District in accordance with Secuon 4.04(b)(i) of this Agreement on a phase-by-phase
basis.
(iu) Initial Maior Water Im�rovements. Those certain Major Water Improvements to
serve the Project's initial phases are shown generally in Exhibit E-1 ("Maior Water
Improvements — Irutial Phases") within the Project and shall be delivered by
Developer or the District in accordance with Section 4.04(b)(i) of this AgYeement. The
first phase of the Project can not include any property located within the Westside V
water pressure plane.
(c) Sewer Infrastructure Requirements.
(i) Generally. Developer or the District shall, jointly or severally, design and
construct, or cause to be designed and constructed, the Sewer ImpYovements
required under the Approved Infrastructure Studies and applicable utility service
agreement.
(u) Major Sewer Improvements. Those certain Major Sewer Improvements necessary
to serve the Project at full buildout are shown generally in Exhibit F("Ma'or
Sewer Imgrovements — Ultimate Buildout"1 and shall be delivered by Developer
or the District in accordance with Section 4.04(c)(i) of this .Agreement on a phase-
by-phase basis.
(ui) Initial Maior SeweY Improvements. Those certain Major Sewer Improvements to
serve the Project's initial phases are shown generally in Exhibit F-1 ("Major Sewer
Improvements - Initial Phases") within the Project and shall be delivered by
Developer or the District in accordance with Section 4.04(c)(i) of this Agreement.
(d) Re�-ional Facilities. Developer shall contribute and participate in upsizing certain regional
offsite water and sewer improvements as set forth in the Utility and Infrastructure Agreement.
(e) Pro-Rata Costs. Developer agrees to pay, or cause to be paid, to the City the Pro-Rata Costs
for connection to water and sewer infrastructure as set forth in the Utility and Infrastructure
Agreement. Such Pro-Rata Costs are in addition to Impact Fees required to be paid in
accordance with this Agreement.
(� Plan Review. Developer shall submit plans and specifications for Water Improvements and
Sewer Improvements to serve the Project for City review and approval.
(g) City Access. Any duly authorized City employee shall be granted access to the P�oject for the
purpose of inspection and testing of the Water Infrastructure Improvements and Sewer
Infrastructure Improvements.
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(h) Insqections. The Ciry, through staff or third-parry inspectors, shall perform all inspections of
the Water Infrastructure Improvements, Sewer Infrastructure Improvements from time to
time as such infrastructure is constructed. The Ciry shall coopexate with the District to provide
inspection xeports as needed to satisfy applicable TCEQ requirements. The Developer must
hire a third party testing firm from the City's approved list for material testing.
(i) Final Ins}�ection. Developer or the District shall notify the City when the Water
Improvements, Sewer 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 lettex to Developer and the District approving the applicable Water
Improvements or Sewer lmprovements within thirty (30) days after providing its written
certification of compliance and Developer or the District paying to the City any outstanding
balance for administrative material testing service fees and construction inspection service fees
owed to the City.
(j) Transfer of Ownership, O�eration and Nlaintenance 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
City any ownership interest in and to such approved Water Improvements and Sewer
Imp�ovements. Developer will dedicate any necessary easements prior to conveyance of an
applicable impxovement,
(k) As-Builts. Developer or the District shall cause its contractor(s) to deliver as-built drawings
to the City of all approved Water Improvements and Sewer ImpYovements within thirty (30)
days of final inspection.
Section 4.05 Road Imbrovements
(a) Generallv. Developer or the District shall, jointly or severally, at the Developer's or District's
sole cost and expense (unless funded by others not a Party to this Agreement), design and
construct or cause to be designed and constructed, and shall obtain and dedicate all easements
necessary for, the Road Improvements required to serve the Project under the Approved
Infrastructure Studies and as set forth in this Agreement, including all bridges and
appurtenances necessary for the Road Improvements. Developer will obtain a transportation
impact analyses to deterrnine the propo�tionate impact of the Project on regional traffic
patterns.
(b) Initial Road Imbrovements. Developer shall comply with the second point of access
requirements in the City's Subdivision Ordinance or may seek a waiver from the City Plan
Commission.
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(c) Major Road Imbrovements. Developer or District shall design and construct the Major Road
Improvements, inclucling, but not limited to, those certain segments of Walsh Ranch Parkway,
Old Weatherford Road, and the onsite porrion of Westpoint Parl�vay to serve the Project at
ultimate buildout and to broadly impxove regional connectivity. Major Road Improvements to
serve the Project will be delivered as generally shown in Exhibit G("Maior Pavin�-
Improvement — Ultimate Buildout").
(d) Thorou�hfare Delivery. Developer will deliver the following Thoroughfares as follows:
(i) ��lalsh Ranch Parkway. Developer shall design and construct both onsite and offsite
segments of Walsh Ranch Parkway, and any necessary bridges, consisting initially of
at least a two-lane roadway within a 130-foot dedicated right-of-way, and
improvements appurtenant thereto required under Approved Infrastructure Studies
and as generally shown on Exhibit G. The entire segment of Walsh Ranch Parkway,
both onsite and offsite, that Developer is required to construct shall be 4 lanes. The
segment af Walsh Ranch Parkway from its intersection with Westpoint Boulevard
north to its intersection with White Settlement Road shall be designed within a 130
foot right-of-way with a wide median space to accommodate future widening for two
additional txavel lanes, at the City's sole discretion and cost, along with centex divides,
safety shoulders, and future turn lanes in accordance with the following Four-Lane
Standard cross section, but Developer shall only be required to construct 4 lanes of
Walsh Ranch Parkway. Developer shall expand both onsite and offsite segments of
Walsh Ranch Parkway to a four-lane roadway within 20 years of the execution of this
Agreement unless required earlier as determined by an Approved Infrastructure Study.
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(u) Offsite - Walsh South: Developer's obligation to deliver such offsite segments shall
begin at the noithern terminus of e�sting Walsh Ranch Parkway and continue to the
Project's boundary line and connecting to the onsite segment of Walsh Ranch Parkway
at the southwestern boundary of the Land ("Walsh South"), as generally shown in
Exhibit G. Walsh South shall be delivered initially as at least a two-lane roadway.
Developer shall expand Walsh South to a four-lane roadway witivn 20 years of
execution of this Agreement unless required earlier as determined by an Approved
Infrastructure Study.
(ui) Offsite - Walsh North: Developer shall further design and construct that certain segrnent
of Walsh Ranch Parkway, extending fYom the northern terminus of the onsite segment
of Walsh Ranch Parl�way at the Project's northexn boundary, and extending north to
e�sting White Settlement Road ("Walsh North") as shown in the Project Throughfare
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Plan attached as Exhibit G. Walsh North shall be delivered initially as at least a two-
lane roadway. Developer shall expand Walsh North to a four-lane Yoadway within 20
years of the execution of this Agreement unless required eaxlieY as determined by an
Approved Infrastructure Stud5�.
(iv) Old Weatherford Road East: Developer shall design and construct onsite and offsite
segments of Old Weatherford Road, consisting of a foux-lane xoadway including bridges,
appurtenances, and intersection improvements and traffic signals at the intersections
with Wash Ranch Parkway and the collector road in accordance with the City's Master
Roadway Network from Walsh Ranch Parkway, extending east to the southeastern
boundary of the Project and through the Project as generally shown on Exhibit G. The
full four-lanes of this segment shall be constructed by Developer within 20 years of
execution of this Agreement, understanding that two or more lanes onsite or offsite may
be required earlier as determined by an Appxoved Infrastructure Study.
(v) Westpoint Boulevard: Developer shall design and construct the onsite segment of
Westpoint Boulevard within the boundaries of the Land, consisting initially of a two-
lane roadway, as generally shown on Exhibit G-1. but ultimately expanded to a four-
lane roadway as reflected in the City's Master Roadway Network. The full four-lanes of
this segment shall be constructed by Developer within 30 years of execution of this
Agreement, understanding that two or more lanes onsite or offsite may be required
earlier as determined by an Approved Infrastructure Study.
(e) Roadway Ali�nments. Notwithstanding anything to the contrary in this Agreement, the final
alignments and cross sections of Walsh Ranch Parl�vay and Old Weatherford Road shall be
as set forth in the City's Master Roadway Network contained in the Master Transportation
Plan and upon adoption of the new alignments, the new alignments ox cross sections shall be
controlling.
(� Condemnation and Future Imbrovement A�reements. City may condemn easements and
right-of-way outside the boundaries of the Land for roadways City is requiring Developer to
construct pu�suant to this Agreement if Developer obtains an independent appraisal
perfoxmed Uy a certified appraiser, transmits an offer to the affected landowner consistent
with the valuation determined in such appraisal, and makes reasonable cliligent efforts to
negotiate and obtain the right-of-way, but is unable to obtain the right-of-way. If Developer
requests that the Ciry assist with obtaining right-of-way, Developer must provide C.ity with
evidence of the appraisal and cominunications and other documents showing Developer's
reasonable diligent efforts to obtain the right-of-way. Developer shall reimburse City for all
costs if City obtains the easements or right-of-way through condemnation. If Developer is
unaUle to obtain right-of-way outside the boundaries of the Land pursuant to the provisions
in this section, and City elects not to use condemnation to obtain the right-of-way, City and
Developer may execute a future improveinents agxeement or a similar agreement for
Developer to pay the costs of the Road Improvements to the City and for the City to constxuct
the Road Improvements. If Developer has complied with this subsection 4.05(� but the City
elects not to condemn easements and rights-of-way necessary for offsite roadways City is
requiring Developer to construct, then the Thoroughfare delivery deadlines set forth in
subsection 4.05(d) shall be tolled until the Parties negotiate a future improvements agreement
or a similar agieement, or until the City initiates and completes condemnation.
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Section 4.06 Ownershit� and Maintenance of Road Im�rovements and Thorou�hfares. All public
Road Improvements within the boundaries of the Land including local and collector streets serving
only the Project shall be owned and maintained by the District. The portions of Old Weatherford
Road and Walsh Ranch Parkway located outside the boundaries of the Land shall be owned and
maintained by the City after construction by Developer and annexation of the right-of-way by the
City. The Developer or the District, as applicable, shall dedicate at no cost to r.he City the right-of-
way for each offsite section of Old Weatherford Road and Walsh Ranch Parkway by plat ox separate
instxument in accordance with the Governing Regulations. Upon the City's final acceptance, which
shall not be unreasonably withheld, conditioned, or delayed, of the constructed improvements of Old
Weatherford Road and Walsh Ranch Parkway outside the boundaries of the Land, and upon written
request of the Developer or the District, the City shall, as prompdy as reasonably practicable, annex
by ordinance the right-of-way segment. Until anne�ation of the right-of-way segment is complete, the
District shall maintain that segment, at its sole cost, to a standard reasonably consistent with the City's
Infiastructure standards for Throughfares of the same classification. Upon completion of annexation
of that segment, the Cit�� shall assume ownership and maintenance responsibility for it, and the
District's maintenance obligation under this Section shall terminate as to that segment only.
Developer shall dedicate to the District at no cost all rights-of-way within and adjacent to the Project
owned by Developer. Sidewalks shall be allowed widvn the right-of-way of the adjacent Road
Improvement. Developer shall assist City with annexation of the Thoroughfares outside the
boundaries of the Land, including strip annexation or annexation of a small porrion of properry within
the boundaries of the Land, for City to meet statutory requirements for annexation, If Developer
constructs Westpoint Boulevard outside the boundaries of the Land, the provisions in this Section
shall apply to that portion of Westpoint Boulevard located outside the boundaries of the Land.
Section 4.07 Transportation Impact Fees. Other than Transportation Impact Fees assessed on
Commercial Areas after one calendar year following full purpose anne�ation, the Parties agree that the
City shall not assess Transportation Impact Fees on the Pxoject and neither the Developer nor the
District shall be responsible for paying Transportation Impact Fees.
Section 4.08 Plan Review. Developer shall submit plans and specifications foi Road Improvements
and associated drainage infrastructure for City review and approval in accordance with the
Infrastructuxe Standards.
Section 4.09 City Access. Any duly authorized City employee shall be granted access to the Project
for the purpose of inspection and testing of the Road Improvements and associated drainage
infrastructure.
Section 4.10 Ins}�ections - Roads. Developer or District shall hite an inspection firm to perform
inspections and testing of Road Improvements other than Thoroughfares and appurtenances located
outside the boundaries of the Land. The City, through staff or third-paxty inspectoYs, at its own
expense, may perform inspections and testing of the Road Improvements, other than Thoroughfares
and appurtenances located outside the boundaries of the Land and drainage facilities from time to
time as such infrastructure is constructed. Thoroughfares and appu�tenances located outside the
boundaries of the Land shall be subject to standard City inspections, adhere to the Infrastructure
Standards, and delivered pursuant to the review, approval, and acceptance procedures set forth in any
applicable Community Facilities Agreement with Developer paying all fees and costs for infrastructure
constructed pursuant to a Community Facilities Agreement.
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Section 4.11 Inspections. Dedication and Maintenance of Stormwater Facilities. Developer or
District shall hire an inspection firm to perform inspections and testing of all public Stormwater
Facilities, except those public Stormwater Facilities constructed as part of Thoroughfares outside the
boundaries of the Land which shall be inspected by the City, The City may inspect and test as the
infrastructure is constructed at its own expense any of the Stormwater Facilities the Developer or
District is responsible for inspecting or testing. . Once accepted by the District, Developer shall convey
to the District for ownership and maintenance of public Stormwater Facilities. Following acceptance
of the Stormwater Facilities, Developer or District, as the case may be, shall cause the HOA to initiate
and e�ecute a SWFMA with the District to ensure Stormwater Facilities are maintained in accordance
with Cit�� Stormwater management program and procedures as if the Stormwater Facilities are situated
within the Ciry's corporate limits to ensure the HOA complies with Best Management Practices and
other applicable City standards, including requiring the HOA to fund and maintain a dedicated
maintenance reserve fund in an amount reasonably calculated to cover anticipated periodic
maintenance and capital repair or replacement costs for private components of Stormwater Facilities.
Stormwater Facilities will be maintained by the HOA under the applicable SWr'MA, which shall be
assigned to and assumed by the City upon full purpose annexation by the City.
Section 4.12 FEMA Flood Plain Administrator. The Counties, as the case may be, shall serve as
the Flood Plain Administrator to the Project.
Section 4.13. Amendments to Apnroved Infrastructure Studies. The Approved Infrastructure
Studies referenced herein may Ue amended after initial City approval, from time to time, to reflect
changes in the Conceptual Plan or the Project. Developer or District shall submit such amended
studies to the Ciry, which must be reviewed and approved by the City. City's review of any amended
studies shall be completed without unreasonable delay, whether the amended study is approved or
requires revision.
ARTICLE V. FEES
Section 5.01 Develo�ment Fees. Development of the Project under this Agreement shall be subject
to the payment of fees and charges fo� services performed by the City in accordance with this
Agreement and the Ciry's fee schedule in effect at the time the fees are collected by the Ciry, which
shall be limited to the following:
(a) Fees and charges for Concept Plan, preliminary plat, and final plat review, approval, and
revisions or amendments.
(b) Fees and charges for engineering plan review by IPRC, construction inspection, and
administrative material testing review, and water lab testing of Water Infrasttucture
Improvements and Sewer Infrastructure Improvements, as applicable. Fees and charges for
engineering plan review by IPRC for Road Improvements.
(c) Fees foY inspection or testing of Thoroughfares and associated drainage faciliries constructed
pursuant to a community facilities agreement; otherwise, no fees shall be assessed by the City
fo� inspection or testing of Road Improveinents or associated drainage facilities.
(d) Fees assessed fo� Communiry Facilities Agreements in accordance with the Community
Facilities Agreements Orclinance and Section 2-321 of the City Code. Fees in connection with
any easements, encYoachment agreements, community facilities agreements applications,
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perrrut applications, stormwater facility maintenance agreements, or studies necessary for a
plat or engineering plans, gracling permits necessary fxom the City for the Project.
Section 5.02 Water and Wastewater Im�act Fees. The City may assess and collect water and
wastewater impact fees on the Project as adopted by the Ciry in accordance with Chapter 395 and
reflected in the Water and Wastewater Impact Fee Ordinance as of the Effective Date. Water and
wastewater impact fees shall be assessed at the tune of recordation of a final plat and collected at the
time an application for an inclividual meter connection to the City's water system. 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 Cit�J 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 (u) the estimated cost incurred by the City to reserve a contractual capacity xight for the
benefit of the Land and its Lot Owners in each of the City's water and sewer systems.
Section 5.03 Ta� Fees. Tap or service connection fees for water or sewer service provided to Lot
Owners shall be the same as if the services are provided witl�in the City's corporate limits.
Section 5.04 District Fees. Developer shall reimburse the City foz its costs incurred in connection
to the Cit��'s consent to creation of the District and the negotiation and preparation of the consent
resolutions, consent agreement, development agreement, and related documents.
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ARTICLE VI. ANNEXATION AND DISTRICT MATTERS
Section 6.01 District Division. The District may, from time to time, without any further City
consent, be divided into two or more districts in accordance with Section 49.316, Water Code, so long
as (i) the division complies with applicable laws, (u) the division occurs after Parker and Tarrant
Counties Municipal Utilit�� District No. 1 adopts and enters into the Strategic Partnership Agreement
and joins this Agreement, (ui) the division does not cause the area within a final plat to be located in
more than one district, and (vi) except for the District's first division, as such order is intended to be
adopted by the District at its organizational meeting, the Ciry shall be given advance written notice of
the intent to divide and creation of a new district no less than sixty (60) days prior to such division,
with such notice including the metes and bounds description of the new district. In no event shall
any division be construed to permit any land use inconsistent with the Conceptual Plan and
Development Standards, as may be amended from time to time, nor shall this section be construed as
permitting any district creation by division from including land outside the Land or Pxoject boundaries.
Section 6.02 Annexation; Strate�ic Parmershit� A�reements. The City and District(s) shall
execute and adopt strategic partnership agreement pur.suant to Texas Local Government Code,
Section 43.0751, substantially in the form of the attached Exhibit I(the "Strategic Partnership
Agreement"). The terms and conditions of the Strategic Partnership Ag�eement shall govern fu]1
purpose annexation by the City of the Distxict and other such matters, .including full purpose
annexation of Commercial Areas. Subject to the terms governing full purpose annexation of
Commercial Areas preliminarily shown in Exhibit B, below, and such other areas which may in the
future be designated as Commercial Areas, the City shall not annex the Land within the District or
Districts, until all of the following conditions have been satisfied, and shall thereafter be authorized,
but not required, to fully annex any District for any purpose:
(a) One hundred percent (100%) of the acreage within the District has been substantially
develaped; and
(b) Developer, and its successors and assigns, has been fully reimbursed by the District to the
maximum e�tent permitted by the rules of the TCEQ or other applicable law for all eligible
development and construction costs.
(c) The City may annex for full purposes the Commercial Areas preliminarily shown on Exhibit
B followin� completed financing of costs associated with Thoroughfares, costs associated with
Future Improvement Agreements or similar agreements, or costs of improvements benefitting
the Commercial Areas. Notwithstanding the foregoing, the Ciry and District(s) may agree to
limited purpose anne�ations of the Commercial Areas for the purposes of permitting the City
to impose its local option sales and use tax on the CommeYcial Areas. If a limited purpose
annexation takes place, the Ciry and the District(s) agree to split equally all revenues generated
by the imposition of the City sales taY levy on such Commercial Areas for so long as the limited
purpose annexation is in effect.
(d) Developer agrees to petition the City for limited purpose or full purpose annexation, as the
case may be, of such Commercial Areas at or within thirty (30) business days �f recordation
of such final plat. The City may assess TYansportation Impact Fees only against the portion
of the Commercial Areas being annexed at the time of full purpose annexation. The City shall
not collect Transportation Impact Fees until the expiration of one (1) year following full
purpose annexation of the foregoing porrion of the Commercial Areas.
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Until such a time as the Strategic Partnership Agreement takes effect, the Ciry agrees the
Project shall remain in the City's extraterritorial juriscliction and shall be immune from full purpose
annexation and in no event shall full purpose annexation proceedings tal�e place during the term of
this Agreement eYcept as otherwise provided herein. Further, while the Parties acknowledge the
inapplicability of Subchapter D, Chapter 42, Texas Local Govexnment Code, on areas subject to
strategic partnership agreements, Developer herein agrees, and is bound hereby, from peritioning 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 thexeof to any Lot Owner or other subsequent
purchasex notifying such parties of the City's ability to annex the Project and the District's adoption
of the Stxategic Partnership Agreement which by operation of law restricts the removal of the Project
or any portion thereof from the City's ETJ.
Section 6.03 No Incorporation; No Other S�ecial Districts. The District and Developer covenant
and agree that neither the District nor Developer shall initiate, seek, or support any effort to
incorporate the Land or any part thereof or sign, join in, associate with, oY direct to be signed any
petition seeking to incorporate the Project, seeking to include the Project within the boundaries of
any other special district, other districts created pursuant to Section 6.01 of this Agreement (i.e., by
division), any governmental assessment jurisdiction, other municipality, oi any other incorporated
governmental entity other than the City.
Section 6.04 Annexation of other Portions of Land: Annexations of �roperry outside District
boundaries, Aside from the full purpose annexation of Commexcial Areas within the Land as
referenced in Section 6.01, above, the Parties further agree to cooperate as necessary before the
expiration of the terin of the Strategic PartneYship Agreement foY the City's full purpose annexation
of one or moxe areas within the applicable District, each of which may not exceed 525 feet in width
at its widest point or such other width limitation subsequently imposed by law, as reasonably necessary
for the City to connect areas to the City that are outside that District that the City intends to annex in
the foreseeable future. Annexations by the District of land outside Project boundaries shall not be
permitted unless first consented to by the City through resolution. Upon any permitted District
annexation, the adclitional land included in the Districts' boundaries shall be subject to the terms and
conditions of this Agreement.
Section 6.05 Autho�ized Purboses for Bond Issuance. The District, and any subsequendy created
dist�ict Uy division under Section 6.01 of this Agreement, 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
(u) 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
(iu) 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 54.234, Texas
Water Code, and Article III, Section 52, Texas Constitution; and
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(�T) Subject to TCEQ app.roval 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 municipal utility districts in the issuance of bonds such as the Bonds, zncluding
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) Refundin� of any outstanding Bonds of a district for a debt service savings; pYovided, however,
that any such refunding Bonds satisfy the requi�ements of tl�is Agreement.
Section 6.06 Bond and Repoitin� Rec�uirements.
(a) The following requirements apply to the Bonds:
(i) Ma�imum maturity of 25 years for any one series of Bonds;
(u) Interest rate on the Bonds does not exceed 2% above the highest ave�age interest
rate reported by the DaIly Bond Buyer in its weekly "20 Bond Inde�" during the
one-month period next preceding the date notice of the sale of Bonds;
(ui) The Bonds shall expressly provide that the District shall reserve the right ta
iedeem bonds at any time subsequent to the tenth (10th) anniversary of the date
of issuance, without premium;
(iv) No variable rate bonds shall be issued by a district without City approval; and
(v) 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 die City copies of any
material event notices filed under applicable federal securities laws or regulations.
(c) If application of any of the above-listed criteria would render a particular pxoposed issuance
of Bonds unmarlietable, Developer may request a waiver thereof subject to a requireinent that
Developer provide City with reasonably acceptable documentation of how the particular
condition or conditions would render the Bonds unmarketable. City will not unreasonably
withhold approval of a requested waiver in the event of a documented instance of
unmarketability. Any waiver granted hereunder shall be specific to the particular issuance of
Bonds in question and shall not serve as a waiver of that requirement for any other issuance
of Bonds.
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Section 6.07 Bond Issuance Information.
(a) The Parties agree that not less than siYty (60) days before the issuance of Bonds the issuing
District shall cause the following to occur:
(i) The District's authorized representatives shall hold a meeting with the City's
authorized representatives upon Yequest of the City;
(u) The District shall deliver to the City Secretary, City Manager, and Director of the
Development Services 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;
(iu) The District's financial advisor shall certify in writing that the Bonds are being
issued within the e�sting 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
Cit�� Secretary, Cit�� Manager, and Director of the Development Services
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 issuing 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
Ciry Manager and the Director of the Development Services Department at least 60 days prior
to issuing such bonds.
(c) Within 30 days after the issuing District closes the sale of a series of bonds, that District shall
deliver to the Ciry Secretary, the City Manager and the Director of the Development Services
Depaitment a copy of the final official statement for such series of bonds. If the City requests
additional information xegarding such issuance of bonds, the Dist�ict shall prompdy provide
such information at no cost to City.
Section 6.08 City E�emption, The Districts agYee that the Cit�� shall be exempt from, and will not
be assessed, any District fees or ta:ces.
Section 6.09 Reimbursement of Ci�v Expenses. The Districts, or Developer on behalf of the
Districts, shall pay the City's costs, fees and expenses directly associated with the negotiation, drafting
and preparation of this Agreement and the Strategic Partnership Agreement. The costs, fees and
expenses as specified in this Section 6.09 shall be paid in full to the Ciry within thirty (30) days of
receipt of a statement regarding same from the City. Without limiting the City's right to seek an award
of attorneys' fees, this section does not apply to costs, fees or expenses incurred as a result of litigation.
Secuon 6.10 Annexation Notice. Following its organization, the Districts shall cause the filing in
the real property records of Tarrant County or Parker County, as the case may be, an information
form and notice stating the City has authority to annex for full purposes the Land in accordance with
Chapter 49.4521 of the Texas Water Code.
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Section 6.11 Consent to Annexation. Developer and its successors and assigns of all or any
portion of the Project 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 6.03)
and the Strategic Partnership Agreements and waive all objections and protests to City anne�ation.
This Agreeinent shall serve as the petition by De�eloper and its successors and assigns to full purpose
annexation of the Land in accordance with this Agreement.
Section 6.12 District Ta� Rate. The Districts' fmancial advisor shall endeavor to maintain and
recommend a District debt service structure to ensure that any District levying an ad valorem tax
maintains a ininimum tax rate annually of $1.00 per $100 of assessed value on all taxable property
within District boundaries, or the highest allowed under state law, until the City annexes all Land
within that District, which may occur in the Ciry's sole discrerion upon or after the expiration of the
term specified herein and in the Strategic Partnership Agreement. Upon setting a District tax rate,
that District shall cause a copy of the pertinent ordex 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 yeax. The Districts' financial
advisor and bookkeepex shall endeavor to maintain District reserves sufficient for funding
maintenance of the Infrastructure and a capital replacement reserve rest�-icted for the Ciry's use after
the City's annexation of all Land within that District.
Section 6.13 Infrastructure Maintenance: Engineer's Certificate Prior to Annexation. Prior to full
purpose annexation by the Ciry, the District shall maintain in good working ordex 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 roadways, drainage facilities,
and park improvements are in good condition and will not reasonable be expected to require major
repairs, major rehabilitation, or full reconstruction within the five-year period following full purpose
annexation.
Section 6.14 District Annual Audit. Once a District is required to have annual audits performed
and filed under the Texas Water Code, that District shall cause a copy of its annual audit to be provided
to the City Secretary, the City Manager, and the Di�-ector of the Development Services Department
within 30 days of District approval.
Section 6.15 Emer�ency Services A,g-reement(sl. Once a District has sufficient revenues foY such
purposes and such revenues are not otherwise necessary for the satisfaction of that District's primary
fiu�ctions or obligations, that District shall endeavor to enter one or more interlocal agreements with
Tarrant County and/or Parker County concerning supplemental police, emergency, or fire-fighting
services.
23
Section 6.16 District Director Lot and Terr�qorary Structures. The conveyance, from time to time,
by metes and bounds of five acres o� greater of any portion of the Land to any person for the purpose
of qualifying such person to be a member of the Board of Directors of a District shall not be
considered a subdivision of land requiring a plat or otherwise requiring the approval of the City. No
structure shall be vertically constructed on any propexty conveyed for such purpose unless and until a
final plat of such portion has been approved by the Ciry in accordance with this Agreement.
Notwithstanding the foregoing, manufactured housing or other tempoYary forms of housing and
structures may be placed within a District for use in connection with that District's confirmation
election and for construction and sales office purposes. Such temporary housing and structures may
be located on any site within a District for such purposes xegardless of whether the land has been
suUdivided in accordance with this Agreement. No permits shall be required from the City relating to
the construction, placement, or use of such structures within a District.
ARTICLE VII. TERM OF AGREEMENT
This Agreement is authorized under Section 212.172 of the Texas Local Government Code.
This A�eement will terminate on the later to occur of: (a) thirry-five (35) years from the Effective
Date; or (b) full purpose annexation of the Project pursuant to Section 6.02. The term of this
Agreement shall not be affected by the annexation permitted by Section 6.02 of this Agreement or by
annexation of Commercial Areas pursuant to the Strategic Partnership Agreement, in accordance with
subsection 43.0751(fl(4), Texas Local Government Code, subject to satisfaction of the District
financing requirements as contemplated herein.
24
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 reasonable specificity and detail.
Section 8.02 Cure. Within 14 days of receipt of the Default Notice, the breaching-Parry shall
commence commercially reas�nable 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 anp action within the Cure Period so long as the
breaching Party has made diligent efforts to cure the default.
Section 8.03 Remedv. If the breaching Party does not substantially cure the beach within the CuYe
Period or fails to malce 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 cliscretion, 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; pro�Tided, 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
dainages or awards, including but not limited to attorney's fees, in the event that any Parry brings suit
under or related to this Agreement.
Section 8.04 Waiver of Governmental Immunitv. It is understood that by execution of this
Agreement the Ciry does not waiver or surrender any of its governmental powers, immunities or rights,
e�cept as specifically waived pursuant to this section, The City waives its governmental and sovereign
immunity from suit and liability as to any action brought by a Party to pursue the remedies available
Lulder tlus Agreement and only to the extent necessaxy to pursue such remedies. Nothing in this
Section 8.04, however, shall waive the City's governmental and sovereign immunity to suits brought
by persons or entities not a Party or Assi�nee 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 deeined provided (i) when the Notice is delivered
to the person whose attention the Notice is addressed; (u) when Yeceived if the Notice is certified
mailed, return receipt requested and postage prepaid; and (ui) 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 Satuxday, 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 ma�T be
changed as provided in this Section 9.01:
To the Ciry: City of Fort Worth, Te�as
100 Fort Worth Trail
Fort Worth, Te�as 76102
Attn: City Manager
25
Copy to: City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Te�as 76102
Attn: City Attoxney's Office
To Developer: Hines Acquisitions, LLC,
2700 Commerce Street, Suite 1600
Dallas, Texas 75226
Attn: Doug Wolfe
Copy to: Allen Boone Humphries Robinson LLP
4514 Cole Avenue, Suite 1450
Dallas, Texas 75205
Attn: Paul Harle
26
Section 9.02 Assi�nment.
(a) By Develo�er r.o 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 xecorded in the real properry reco�ds of Tarrant County
and Parker County, as the case may be, and a copy provided to the City within 15 days of
execution, whereupon the City agrees to look solely to the District for the performance of any
duty or obligation assigned to the District and the Developer shall thereupon be released from
performing any assigned obligations and from any liability resulting from the District's failure
to perforin the assigned obligations; provided, howevex, the Developer shall not be released
unril the City receives notice of such assignment or be released from any liability resulting
from an act or omission by the Developer that occurred prior to the effective date of the
assignment unless the City appxoves the release in writing. The District shall be an Assignee
under this Agreement upon its approval and assumption of such assignment.
(b) By Developer to Successor Develot�ers. Developer may assign this Agreement, in whole and
in part, including any duty, obligation, right, tide, or interest in, to, and under this Agreement
to another developer, owner, or earnest money purchaser of any portion of the Property, and,
after such approval and assumption of such assignment, will be an "Assignee" under this
Agreement, 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 pe�forming the assigned
obligations and from any liabilit�� resulting from the Assignee's failure to perform the assigned
obligations; provided, however, Developer shall not be released until the Ciry receives notice
of such assignment or be released from any liability resulting from an act or omission by
Developer that occurred prioY to the effective date of the assignment unless the City approves
the release in writing.
(c) By the Ci�v. 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 prio� express written appYoval of Developer. which approval
shall not be unreasonably withheld, delayed or denied.
Section 9.03 Encumbrance by Developer and Ass�gnees. Developer and Assignees hatre the right
to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any nf their
respective rights, tide, or interests in, to, and under this Agteement 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 Applicabili�v to Lot Owners. Developer shall Yecord this Agreement
in the real properry records of Tarrant County, Texas, and Parker Counry, Texas, and shall provide
file-marked copy of the recorded Agreement to Development Services Director with ten (10) days
aftex its execution. This reement shall be bindin� unon Develorer, the Citv, the Land, and
anv Assignee, and their resrective successors and assi�ns. This Agreement runs with the Land;
provided, however, this AgYeement is not binding upon, nor should it constitute any encumbrance to
title, as to any Lot Owner during the term of this Agreement.
27
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 e�pxess waiver given.
Section 9.06 Reservation of Ri�hts, This Agreement constitutes a"permit" as defined in Chapter
245, Texas Local Government Code, as amended, that is deemed filed with the Ciry 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 othex 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
perfoxmable in Tarrant County, Texas, and hereby submit to the jurisdiction of Tarxant County courts
and agree such couits 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 perforinance at the earliest practicable
time, shall be suspended during the continuance of any inability so caused to the e�tent provided but
for no longer period. As soon as reasonably possible after the occurrence of the force majeure r.elied
upon, the Part�T whose contractual obligations are affected thereby shall give notice and full particulaxs
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
eneiny, orders of any l�ind of the government of the United States or the State of Texas or any civil
or military authority, insurYections, 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 seweY 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 Severabilit,v. 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 unenfoxceable provision, that a provision be
added to this Agreeinent 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.
Secti�n 9.10 Chan�es in Law. If any state or federal law changes making it impossible for a Party
to perforin 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 dus Agreement.
Section 9.11 Additional Documents and Acts, The Parties shall execute and/or ezchange any other
documents or perform any further acts as reasonably necessary to effectuate the terrns of this
Agreement.
28
Section 9.12 Ca}�tions. Captions and headings used in this Agreement are for reference purposes
onl�� and shall not be deemed a part of this Agteement.
Section 9.13 Amendment. This Agreement may be amended only with the approval of the City
and the written consent of Developex and may be amended without consent of any homeowner or
property owner associations.
Section 9.14 Inter�jretarion. Each Party and its counsel have reviewed and xevised 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-Par�v Beneficiaries. This agreement is solely for the benefit of the Parties
and neither Party intends this Agreement to create any rights in any third-parry or confer any benefit
or enforceable rights to any person or entiry other than the Parties.
Section 9.16 Authori�v to Execute. The City certifies, represents, and warrants that the execution
of this Agreement is duly authorized and adopted in conformiry with its Ciry Charter and City
ordinances. Developer hereby certifies, represents, and waxrants that the execution of this Agreement
is duly authorized and adopted in conformity with the organizational documents of each entity
esecuting 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 r.he final intent
of the Parties.
Section 9.18 Exhibits. All exhibits attached to this Agreement axe incorporated herein by
reference and are listed as follows:
Exhibit A Legal Description of the Land
Exhibit B Conceptual Plan
Exhibit C Consent Resolution
Exhibit D Development Standards
Exhibit E Major `�later Improvements — Ultimate Buildout Plan
Exhibit E-1 Major Water Improvements — Initial Phase Plan
Exhibit F Majox Sewer Improvements — Ultimate Buildout Plan
Exhibit F-1 Major Sewer Improvement — Initial l'hase Plan
Exhibit G Major Road Irnprovements — Ultimate Buildout Plan
Exhibit G-1 Major Road Improvements — Initial Phase Plan
Exhibit H Project Trails and Open Spaces
Exhibit I Strategic Partnership Agreement
Exhibit L [Intentionally Omitted]
Exhibit M Form of Utility and Infrastructure Agreement
Exhibit N USGS Creek Centerline
Exhibit O Riparian Lot Area
29
Section 9.19 Notice to Lot Owners. At the time each pYospective Lot Owner contracts for the
purchase of a lot or a home in the District, and at the time each 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 of the Texas Water Code.
Section 9.20 Counter�arts. 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 moxe 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 of the
Texas Government Code, as amended, and will, upon joinder of the District, (1) complete a Form
1295, using a unique idenrification number provided by the District, and electronically file it with the
Texas Ethics Commission ("TEC"); and (2) subinit the signed Form 1295, including the ce�tification
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-Bovcott 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 1lgreement, neither Developer, any of its parent companies, nor any of its common-
control affiliates currently boycotts or will boycott Israel. The term "boycott Israel" as used in this
paragraph has the meaning assigned to it in Section 808.001 of the Texas Government Code, as
amended.
Section 9.23 Forei�n Terrorist Oi�anizations. Pursuant to Chapter 2252 of the Texas Government
Code, as amended, Developex 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 affih'ates (i) engages in business with Iran, Sudan, ox 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 (u) is a company listed by the Texas Comptroller of
Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. The
term "foreign terrorist organization" in this Section has the meaning assigned to it in Section 2252.151
of the Texas Government Code, as amended.
Section 9.24 No Boycott of Ener�v Comt�anies. Pursuant to Chaptei 2276 of the Texas
Government Code, as amended, Develope� hereby verifies that at the time of execution and delivery
of this Agreeinent and for the term of this Agreement, neither Developer, any of its pa�ent 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.
30
Section 9.25 No Discrimination A�ainst 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 AgYeement, 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 fireaxm trade association; and (2) will not discriminate during the term of this Agreement
against a firearm entity or firea�m trade association based solely on its status as a firearm enrity or
firearm trade association. T'he term "discriminate against a firearm entity or firearm trade association"
as used in this paragxaph has the meaning assigned to it in Section 2274.001 of the Texas Government
Code, as amended.
Section 9.26 Contractin� Information.
(a) As requiied 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 Ciry any contracting information related to this Agreement that is
in the custody or possession of Developer on request of the City; and
(iu) on completion of this Agreement, eithex: (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 thi.s section, "contracting information" has the meaning assigned by Section
552.003, Texas Government Code.
[SIGNATURE PAGES TO FOLLOW]
31
IN WITNESS WHER�OI', the undeisigned Parties have ezecuted this Agreement on tlie
dates indicated belo�v.
CI7'Y:
CITY OF FORT WORTH, TEXAS
�k:' >l
By: Dana Bu • doff I�
Assistant City Managei
Date: � � b ! �
STAT� OF TEYAS
COUNTY OF TARRANT
�
�
�
This instiuinent �vas ackno�vledged before ine on August �, 2026, by Dana Buighdoff,
Assistant City Manager of dze City of Foit Woith, Texas, on behalf of the City.
APPROVED AS TO FORM AND LEGALITY
��/,�� � �
Richaid A. McCiacken
Sr. Assistant City Attorney
M.+ G 24-o�L9 Cloi2Sit��
Fes�+. 1295: Zo2[a — I 433 SS'j
ATT�ST:
�,�,,� ,� �i�c�
City Secretaiy
32
tl -'SuC,� G� � ��
Notaiy ublic Signatuie
� .�"�r",,,, ANGELA WHITE
�,�Y P�A�,� Notar Public, Slate of Texas
_z:��:�� Y
��,� '�; Comm.Expires03-07-2028
�'r .. . •� :�
�.,;������� Notary ID 134794640
!
'; � �7��'NF`M��, �E�Q�RD
� ��,W`a'1� ,��C'���1�tY
' If`�G �h��:��d�f�� TX
l�F. [-�:LOP1-�;R:
HINES ACQUISITIONS LLC
a Dcllware limitcci liability compan}'
By
��
STATE OF TEXAS
COUNTY OF DALLAS
Hines Interests Limited Partnership,
a Delaware limited partnership,
its sole membe � ,�-- �
�''".
By:
Name: R�bert W. Witte
Title: Senio�• Managing Director
Date: �/ Z� / 2 �
. ,
This instrument tivas acknowledged before me on the 2��day of August, 202f, by Robert
W. Wwtte, the Senior Managing Director of Hines Interests Limited Pa��tnership, a Dela�vare limited
partnership, rn its capacity as the sole membe�• of Hines Acquisitions LLC, a Dela�vare limited
liability company, on behalf of said entity.
.,�,�a.�,,; �.b,,�����,...
���R�'p�%'d' LORRI� KURRUS
�*� �.(��` * MY COMMISSION EXPIRES
' � �' 07/03/2029
�'��F��' NOTARY ID: 126949757 =
ro,,.:,�,:,..
'��w^�a�ca•v��,�•a+w-�
���J �C�
Notary Public, State oFTexas
33
By execution hereof, the District hereby joins, pursuant to Chapter 791, Texas Government
Code, as amended, and agrees to be bound by Articles IV and VI of that certain Development
Agreement effective as of (the "Devel.opment Ag�eement"), by and between the Ciry of
Fort Worth, Texas, and Hines Acquisitions, LLC, a Delaware limited liability company, and
acknowledges its consent and agreeinent to be bound by the terms and conditions of Articles N and
VI of the Development Agreement as a parry thereto.
DISTKICT
PARKER AND TARRANT COUNTIES
MUNICIPAL UTILITY DISTRICT NO. 1
By;
Name:
Title:
Date:
AT`TEST:
Name:
Title:
STATE OF TEXAS
COUIvTTY OF
This instrument was acknowledged before , b5�
, President of Tarrant and Parker Counties Municipal Utility District
No. 1, a special district formed and operating under Chapters 49 and 54 of the Texas Water Code.
Notary Public Signature
34
EXHIBIT A
LEGAL DESCRIPTION OF THE LAND
All that certain lot, tract, or parcel of land, situated in a portion of the H. Thompson Survey, Abstract
No. 2434, the I. & G.N. R.R. CO. Survey, Abstract No. 1809, the J. Farmer Survey, Abstract No.
2631, the Thomas Hamilton Survey, Abstract No. 560, the M.C. Moulton Survey Abstract No. 933 &
934, the Albert Boon Survey, Abstract No. 53, and the John Kelsey Survey, Abstract No. 782 in Paxker
County, Texas and a portion of the T. & N.O. R.R. CO. Survey, Abstract No. 1556, the Nathaniel
Holbrook Survey, Abstract No. 647, and the John Kelsey Survey, Abstract No. 913 in Tarrant County,
Texas, being part of that certain called 1,612.42 net acre tract described in a deed to William M. Brown
Family Ranching Operation, L.P. recorded in Volume 1802, Page 557 of the Deed Records of Parker
County, Texas (DRPC'I� and recorded in Volume 13716, Page 590 of the Deed Records of Tarrant
County, Texas (DRTC'I�, and being more completely described as follows, to-wit:
BEGINNING at a 1/2" capped iron rod found stamped "TEXAS SURVEYING" for a Southeast
comer of said 1,612.42 net acre tract, the Southwest comer of a called 600 acres described in a deed
to Tannahill Ranch Surface Partnership, LTD recorded in Instrument No. D209144492 (DRTC'1�
and being in the North line of a called 800 acre tract described in a deed to Vernon Investment
Corporarion, N.V. recorded in Volume 6342, Page 749 (DRTC'I�;
THENCE South 89 deg. 45 min. 05 sec. West along said North line, the North line of a called
125.000 acre tract described in a deed to Deblock, LTD recorded in Instrument No. D214247803
(DRTC'1� and a South line of said 1,612,42 net acre tract, a distance of999.80 feet to a 1" iron rod
found for an ell corner of said 1,612.42 net acre tract, the Northwest comer of said 800 acre tract, and
the Northwest comer of said 125.000 acre t�act;
THENCE South 00 deg. 14 min. 42 sec. East along the East line of said 1,612.42 net acxe tract and
the West lines of said 800 acre tract and 125.000 acre tract, at 1.676.10 feet pass a 1/2" iron rod found
for an ell comer of said 125.000 acre txact, at 2,126.11 feet pass a 1/2" iron rod found (top bent) for
another ell corner of saine, continue along said East and West lines a total distance of 3,597.74 feet to
a mag nail found for an ell comer of said 1,612.42 net acre tract and being in Old Weatherford Road,
from which a 1/2" iron rod found in asphalt (bent) bears North 00 deg.14 min. 17 sec. East - 5.18
feet and a 1" iron rod found bears North 00 deg. 04 min 48 sec. West - 25.48 feet;
THENCE South 50 deg. 36 min. 59 sec. West departing said deed lines, a distance of 548.45 feet to
a 1" iron rod found for the Northeast corner of a called 12.20 acre tract described in a deed to Lois J.
Banta recorded in Volume 1474, Page 435 (DRPC'I� and being in the South line of Old Weatherford
Road, from which a concrete monument found bears North 03 deg. 53 min. 39 sec. West - 4,14 feet
and another concrete monument found bears South 00 deg. 10 min. 45 sec. West - 90.03 feet;
THENCE South 58 deg. 26 min. 13 sec. West along the North line of said 12.20 acre tract and the
South line of Old Weatherford Road, a distance of243.99 feet to a 1/2" blue capped iron rod found
(illegible);
THENCE North 88 deg. 09 min. 54 sec. West along said North line and the South line of Old
Weatherford Road, a distance of234.32 feet to a 1/2" iron rod found for the Nolthwest comer of Lot
3 of Shannon Marie Addition recorded in Cabinet C, Page 55 of the Plat Records of Parker County,
Texas (PRPC'I� and the Nollheast corner of Lot 2 of said Shannon Marie Addirion;
35
THENCE Noith 76 deg. 16 min. 54 sec. West along the Nolth line of said Shannon Nlarie Addition
and the South line of Old Weatherford Road, at 394.83 feet pass a 1/2" iron rod found for the
Noxthwest comer of Lot I of said Shannon Marie Addition and the Northeast comer of a called 3.592
acre tract described in a deed Robert James Stanton & Virginia B. Stanton recorded in Volume 1433,
Page 630 (DRPC'1�, continue along the North line of said 3,592 acre tract and said South line of Old
Weatherford Road a total distance of 453.35 feet to a 1/2" iron rod found;
THENCE North 64 deg. 42 min, 55 sec. West along the Noxth line of said 3.592 acre tract and the
South line of Old Weatherford Road, at 66.95 feet pass a 1/2" ison rod found for the Northwest
corner of said 3.592 acre tract and the Northeast corner of a called 0.207 acre tract described in a deed
to Robert James Stanton & Virginia B. Stanton recorded in Volume 1461, Page 423 (DRPC'I�,
continue along the North line of said 0.207 acre tract and the South line of Old Weatherford Road a
total clistance of 133.82 feet to a 1/2" iron rod found;
THENCE North 57 deg, 02 min. 53 sec. West along said North line and the South line of Old
Weatherford Road, at 8.14 feet pass a 1/2" iron rod found for the Northwest comer of said 0.207 acre
tract and the Northeast corner of a called 1.054 acre tract described as Tract 2 in a deed to Joshua
Matthew Graham & Kaitlyn Shelby Graham recorded in Instrument No. 201721575 (DRPC'I�,
continue along the North line of said 1.054 acre tract, the N01th line of a called 2.454 acre tract
described as Tract 1 in said deed and the South line of Old WeatheYford Road a total distance of 84.92
feet to a 1/2" iron rod found;
THENCE North 61 deg. 04 min. 32 sec. West along said North line and the South line of Old
Weatherford Road, at 165.44 feet pass a 1/2" iron rod found for the Northwest comer of said
2.454 acre tract and the Northeast comer of a called 2.706 acre tract described in a deed to Roland K.
Johnson & Cynthia T. Johnson recorded in Volume 1665, Page 5(DRPC'I�, continue along the North
line of said 2.706 acre tract a total distance of 266.53 feet to a 5/8" iron rod found;
THENCE No�th 61 deg. 32 min. 52 sec. West along said North line and the South line of Old
Weatherford Road, at 216.42 feet pass a 1/2" iron rod found for the Northwest corner of said 2.706
acre tract and the Northeast comer of a called 63.993 acre tract described in a deed to V8 Ranch, Ine.
recorded in Instrument No. 201413977 (DRPC'I�, continue along the North line of said 63.993 acre
tract and the South line of Old Weatherford Road a total distance of 375.64 feet to a 1/2" blue capped
iron rod found (illegib].e);
THENCE North 65 deg. 18 inin. 40 sec. West along said North line and the South line of Old
Weatherford Road, a distance of 386,14 feet to a 3/4" ison rod found;
THENCE North 86 deg. 43 min. 36 sec. West along said North Line and the South line of Old
Weatherford Road, a distance of 110.25 feet to a 1/2" capped iron rod found stamped "TEXAS
S URVEYING";
THENCE South 77 deg. 17 min. 03 sec. `Y/est along said North line and the South line of Old
Weatherford Road, a distance of 461.79 feet to a 1/2" iron rod found for the N0lthwest corner of
said 63.993 acre txact and being in the West line of said 1,612.42 net acre tract, from which a 5/8"
iron rod found bears North 00 deg. 05 min. 46 sec. East - 34.00 feet;
36
THENCE North 01 deg. 0C min. 15 sec. West departing the South line of Old Weatherford Road
and continue along the West line of said 1,612.42 net acre tract and the East line of a called
55.339 acre tract described in a deed to Old Weatherford Road, L.P. recorded in Instrument No.
202138674 (DRPC'I�, a distance of 2,189.36 feet to a 4" iron fence corner post for an ell corner of
said 1.612.42 net acre tract and the Northeast comer of said 55.339 acre tract;
THENCE South 89 deg. 00 min. 41 sec. West along the North line of said 55.339 acre tract and a
South line of said 1,612.42 net acre tract, at 388.20 feet pass a 1/2" capped iron rod found stamped
"PRICE" for the Northeast comer of a called 10.000 acre tract described in a deed to Todd Creel &
Whitney Creel recorded in Documents No. 202138673 (DRPC'1�, at 1,048.20 feet pass a 1/2" capped
iron rod found stamped "PRICE" for the Northwest corner of said 10.000 acre tract at 2,286.00 feet
pass a 5/8" iron rod found for the Northwest comer of said 55.339 acre tract, continue along said
South line and the N011h line of a called 884.1 acre tract described in a deed to Walsh Ranches Limited
Partnership recorded in Volume 1699, Page 1765 and Volume 237, Page 562 (DRPC'I� a total distance
of 4,370.08 feet to a 4" metal fence comer post for the most westerly Southwest comer of said 1,612.42
net acre tract and an ell corner of said 884.1 acre tract;
THENCE North 00 deg. 39 min. 19 sec. West along the East line of said 844.1 acre tract and the
West line of said 1,612.42 net acre tract, a distance of 4,661.94 feet to a 1/2" capped iron rod found
stamped "TEYAS SURVEYING";
THENCE North 18 deg. 38 min. 11 sec. East along said East and West lines, a distance of 3,482.30
feet to a 6" metal fence comer post for an ell comer of said 1,612.42 net acre tract and an ell comer of
said 884.1 acre tract;
THENCE South 89 deg. 50 min. 35 sec. West along a North line of said 884.1 acre tract and a South
line of said 1.612.42 net acre tract, a distance of 135.51 feet to a 1/2" capped iron rod found stamped
"TEXAS SURVEYING" for an ell comer of both;
THENCE North 00 deg. 39 min. 35 sec. West along the East line of said 884.1 acre tract and the
West line of said 1,612.42 net acre tract, a distance of 433.07 feet to a 1" iron pipe found (bent) for
the Northwest coiner of said 1,612.42 net acre tract and the Southwest coiner of a called 463 ac�e
tract described in a deed to Frances Tannahill Wynne, Margaxet Tannahill, & Clifton Allen Tannahill
recorded in Volume 597, Page 239 (DRPC'I�;
THENCE South 70 deg. 54 min. 17 sec. East departing said East line and continue along the North
line of said 1,612.42 net acre tract and the South line of said 463 acre tract, a distance of 6,521.83 feet
to a 1" iron rod found for the Southeast comer of said 463 acre tract and the most westerly Southwest
comer of said 600 acre tract;
THENCE North 89 deg. 40 min. 33 sec. East along said North line and the South line of said 600
acre tract, a distance of 1,194.35 feet to a 1" iron rod found for the Northeast comer of said 1,612.42
net acre tract and an ell comer of said 600 acre tract;
THENCE South 01 deg. 05 min. 33 sec, East along the East line of said 1,612.42 net acre tract and
the West line of said 600 acre tract, a distance of 4,896.05 feet to the POINT OF BEGINNING,
containing 64,333,292 square feet or 1,476.889 acres of land, more or less.
37
EXHIBIT B
CONCEPT PLAN
38
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CONCEPTUAL PLAN
BROWN RANCH o sao ioao isoa
H���S MESA ,.,,„ FORTWORTHETJ,TX ;
sw.� �ysar rronTM
EXHIBIT C
CONSENT RESOLUTION
39
A RESOLUTiON
NO. 6221-12-2025
A RESOL,UTION OF THE CITY COUNCIL OF THE CITY OF FORT WORTH, TEXAS,
GRANTING CONDITI4NAL CONSENT OF A SPECIAL DISTRICT (MUNICTPAL
UTILITY DISTRXCT) PURSUANT TO ARTICLE XVI, SECTION 59 OF THE TEXAS
CONSTiTUTION AND T.HE INCLUSIUN OF APPROXIMATELY 1476.889 ACRES OF
LAND INTO SAID DISTRICT; MAKING FINDINGS RELATED THERETO; AND
PROVIDING FORAN EFFECTIVE DATE
WHEREAS, the City of Fort Worth, Texas, (tlte "L:iL�"), a home rule inunicipality created
under the laws of the State of Texas, received a request for its consent from Hines Acquisitions,
LLC, ("Z-�rnex") to the creation of a special district pursuant to Article XVI, Section 59 of the Texas
Constitution (the "Z�i,stzicP') encompassing approximately 1476.889 acres, being more particularly
described in Exhibit A attached hereto and incorporated by reference (the "Lrrr2cl") into the
boundaries of the District; and
'WHEREAS, Hines intends to develop the Land as a mi��ed-use master-planned
community (the "P�^�") in the City's extraterritorial jurisdiction; and
WHER�AS, the District will be created and organized under the terms and provisions of
Article XVI, Section 59, and Article III, Section 52, of the Constitution of Texas, and Chapters 49
and 54 of the TeYas Water Code, as amended; and
WHEREAS, Section 54.016 of the Texas Water Cade and Section 42.042 of the Texas
Local Government Code provide that land within the extraterritorial jurisdiction of a municipality
may not be included within a disirict without written consent of such municipality; and
WHEREAS, Hines and the City intend for the City to be the retail provider of water and
sewer service to the Pxoject and Hines agrees to construct certain facilities and improvements
necessary for the Project and to the extension and expansion of City water and sewer systems; and
WHEREAS, the City desires to evidence its conditional support and consent to the
creation of fhe District within the extraterritorial jurisdiction of 1:he City and the inctusion of the
Land within the District subject to the tenns of that certain development agxeement (the
" �� � j �") and strategic partnership agreement (the `°�Strale�ic� Aur•tner:r�tt�
9,ssxecrta�rsP') to be negotiated between the City and Hines and the terms of this Resolution.
NOW, THEREFORE, BE TT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF FORT WORTH, TEXAS, THAT:
Section 1. All of the above premises are hereby found to be true and correct legislative
iindings of the City Council of the City ("�'lfi���l�") and they are hereby approved and
incorporated into the body of this Resolution as if copied in their entirety.
Sectfon 2. City Council he.reby grants its support and consent to the creation ot the
District to be created pursuant to Article XVI, Section 59 of the Texas Constitution and operated
under Chapters 49 and 54 of the Tesas Water Code, as amended, and to the inclusion of Land
described inore particulai•ly in Exhibit A withirz the boundaries of the District, conditioned upon
the fallowing:
2.1 The Project will be developed in accordance with the Subdivision
Ordinance of the City and all develop.ment and infrastzucture policies, rules, and regulations, as
more speoifically set forth in the Development Agreemeart;
2.2 All public infrastructure constructed to serve the Project sha11 be designed
and constructed in accordance with plans and specifications approved by the City, as more
specifically set forth in the Developrnent Agreement;
2.3 The City shall have the right to inspect all public infrastructure constr�ucted
to serve the Project, as rnore speci#ically set forth in the Developinent Agreement;
2.4 The City shall be the rerail water and sewer provider to the Project whose
end-users shall pay outside city limit rates and a11 other applicable watez and sewer charges, and
the City sha11 maintain all its rights and privileges under its Certificate of Con�venience and
Neeessity;
2.5 The P.roject will be developed in aecordance with the Neighbor.hood arad
Cammunaty Park Dedicatxon Policy of the City of Fort Worth, Texas, as more specifically set forth
in tl�e Development Agreemen#;
2.6 The City will have the unilateral option to annex the entire Project and
commercial areas in the Project inta the corporate liraits of the City upon satisfaction of certain
conditions set foirth in the Development Agxeement and Strategic Partnership Agreexne�nt; and
2.7 The City acknowledges that the Conceptual Plan attac%ed hereto as Exhibit
B reflects Hines's anticipated de�velopment and the City does not oppose Hines's anticipated
development in accorda�Zce with the Conceptual Plan.
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 fizrther states that it has not relinquished any rights, duties,
or powers relating to its regulatory control within the extratei�ritorial jurisdiction.
Section 5. The CiTy Council further states that this Resolutian xs provided subject to
and in reliance upon the terms of the Development Agreenient and Strategic Partnership
Agreement, whxch may be entered into by and between the City, Hines, and the Distriet. T'he
Distriet shall execute a joinder and become a party to the Developrnent Agreement upon the
District's organization. The City does not consent to the organization of the District, elections, or
issuance of bonds from any revenue available to the District un.til the Development Agreement is
executed, if at a11. The City hereby revokss its consent 'without further action by the Ciiy if a
Development Agreement is not approved and executed by the City on or before one hundred
twenty (12p) clays after the date of adoption of this Resolution, or as mutually agreed by the City
and Hines.
SectXon 6. The City Cauncil 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
con�enient to the public at the City Hall of the City for the �ime required by law preceding this
meeting, as required by the Teaas Open Meetuigs Act, contained in Chapter S51 of the Texas
Government Code, as amended, and that this meeting was open to tlze public and tkze subject matter
of this Resolution and its contents have been drscussed, considered, and forrnally acted upon by
the Cxty 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 9th day of December 2025,
ATTEST:
��,�.� � .,���..
Jannette S. Goodall, City Secretary
EXHIBTT A
(Legal Description of the Land to be inclnded in the District)
All that certain lot, tract, or parcel of land, situated in a portion of the H. Thompson Survey,
Absiract No. 2434, the I. & G.N. R.R. CO. Survey, Abstract No. 1809, the J. Farmer Survey,
Abstract No. 2631, the Thonias Hamilton Survey, Abstract No. 560, the M.C. Moutton Survey
Abstract No. 933 & 934, the Albert Boon Survey, Abstract No. 53, and the John Kelsey Survey,
Abstract No. 782 in Parker County, Texas and a portion of the T. & N.O. R.R. CO. Survey,
Abstract No. 1556, the Nathaniel Holbrook Survey, Abstract No. 647, and the John Kelsey
Survey, Abstract No. 913 in Tarrant Counry, Texas, being part of that certain called 1,612.42 net
acre tract describec� in a deed to �lliam M. Brown Family Ranching Operation, L.P. recorded in
Volurne 1802, Page 557 of the Deed Records of Parker County, Texas (DRPCT) a�td recorded in
Volume 13716, Page S90 of the Deed Records of Ta��rant County, Texas (DRTCT), and being
more completely described as follows, to-vv�t:
BEGINNING at a 1/2" capped iron rod found stamped "TEXAS SURVEYING" for a Southeast
comer of said 1,612.42 net acre tract, the Southwest corner of a called 600 acres described in a
deed to Tannahill Ranch Surface Partnership, LTD recorded in Instrument No. D�09144492
(DRTCT) and being in the North line of a called 800 acre tract desc�ibed in a deed to Vernon
Investment Corporation, N.V. recorded in Volume 6342, Page 749 (DRTCT);
THENCE South $9 deg. 45 min. 0S sec. West along said North line, the North line of a called
] 25.000 ac.re tract described in a deed to Deblock, LTD recorded in Instrtunent Na. D214247803
(DRTCT) and a South line of said 1,612.42 net acre tract, a distance of 999.80 feet to a 1" iron
rod found for an ell corner of said 1,612.42 net acre tract, the Northwest carner of said 800 acre
tract, and the Northwest corner of said 125.000 acre tract;
THENCE South 00 deg. 14 min. 42 sec. East a1ong the East line of said 1,612.42 net acre tract
and the West lines of said 800 acre tract and 125.000 acre tract, at 1,&76.10 feet pass a 1/2" iron
rod found for an ell corner of said 125.000 acre tract, at 2,126.11 feet pass a 1/2" iron rod found
(top bent) for another ell corner of same, continue along said East and West lines a total distance
of 3,597.74 feet to a mag nail found for an ell corner of said 1,612.42 net acre tract and being in
Old Weatherfoxd Road, from which a 1/2" iron rod found in asphalt (bent) bears North 00 deg.14
min. 17 sec. East — 5.18 feet and a 1" iron rod faund bears North 00 deg. 04 min 48 sec. West —
25.48 feet;
THENCE South 50 deg. 36 min. 59 sec. West departing said deed lines, a distance of 548.45
feet to a 1" iron rod found for the Northeast corner of a called 12.20 acre tract described in a
deed to Lois J. Banta recorded in Volume 1474, Page 435 (DRPCT) and being in the South line
of Old Weatherford Road, from which a concrete monument found bears North 03 deg. 53 min.
39 sec. West — 4.14 feet and another concrete monument found bears South 00 deg. 10 min. 45
sec. West — 90.03 feet;
THENCE South 58 deg. 26 min. 13 sec. West along the North line of said 12.20 acre tract and
the South line of Old Weatherford Road, a distance of 243.99 feet to a 1/2" blue capped iron rod
found (illegible);
THENCE North $8 deg. 09 min. 54 sec. West along said North line and the South line of Old
Weatherford Road, a distance of 234.32 feet to a 1/�" iron rod found for the Northwest corner of
Lot 3 of Shannon Marie Addition recorded in Cabinet C, Page 55 of the Plat Records of Parker
County, Texas (PRPCT) and the Northeast corner of Lot 2 of said Shannon 1Vlarie Addition;
THENCE North 76 dsg. 16 rnin. 54 sec. West along the North line of said Shannon Matie
Addition and the South line of Old Weatherford Road, at 394.83 feet pass a 1/2" iron rod found
for the Northwest corner of .Lat 1 of said Shannon Marie Addition and the Northeast corner of a
ealled 3.592 acre tract described in a deed Robert James Stanton & Virg'rnia B. Stanton recarded
in Volmne 1433, Page 630 (DRPCT), continue alor�g the North line of said 3.592 acre tract and
said South line of Old Weatherford Road a total distance of 45335 feet to a 1/2" �ron rod found;
THENCE North 64 deg. 42 min. 55 sec. West along the Noi�th line of said 3.592 acre tract and
the South line of Old Weatherford Road, at 66.95 feet pass a 1/2" iron rod found for the
Northwest corner of said 3.592 acre tract and the Northeast corner of a called 0.207 acre tract
described in a deed to Robert James Stanton & Virginia B. Stanton recorded in Volume 1461,
Page 423 (DRPCT), continue along the North line of said 0.207 acre tract and the South line of
Old Weatherford Road a total distance of 133.82 feet to a 1/2" iron rod found;
THENCE North 57 deg. 02 min. 53 sec. West along said North line and the South line of Old
Weatherford Road, at 8.14 feet pass a 1/2" iron rod found for the Northwest corner of said 0.207
acre tract and the Northeast corner of a called 1.054 acre tract described as Tract 2 in a deed to
Joshua Matthew Graham & Kaitlyn Shelby Graham recorded in Instrument No. 201721575
(DRPCT), continue along the North line of said 1.054 acre tract, the North line of a called 2.454
ac.re tract described as Tract 1 in said deed and the South line of Old Weatherford Road a total
distance of 84.92 feet to a 1/2" iron rod found;
THENCE North 61 deg. 04 min. 32 sec. West along said North line and the South line of Old
Weatherford Road, at 1 G5.44 feet pass a 1/2" iron rod found for the Northwest coi�er of said
2.454 acre tract and the Northeast corner of a called 2.706 acre tract described in a deed to
Roland K. Johnson & Cynthia T. Johnson recorded in Volurne 1665, Page �(DRPCT), continue
along the North line of said 2.706 acre tract a total distance of 266.53 feet to a 5/8" iron rod
found;
THENCE North 61 deg. 32 min. 52 sec. West along said North line and the South line of Old
Weathe.rford Road, at 216.42 feet pass a 1/2" iron rod found for the Northwest coiner of said
2.706 acre tract and the Northeast corner of a called 63.993 acre tract described in a deed to V8
Ranch, Inc. recorded in Instrumment No. 201413977 (DRPCT), continue along the North line of
said b3.993 acre tract and the South line of Old Weatherford Road a total distance of 375.64 feet
to a 1/2" blue capped iron rod found (illegible);
THENCE North 65 deg. 18 min. 40 sec. West along said North line and the South line of Old
Weatherford Road, a distance of 386.14 feet to a 3/4" iron rod found;
THENCE North 86 deg. 43 min. 36 sec. West along said North line and the South line of Old
Weatherford Road, a distance ot 110.25 feet to a 1/2" capped ii•on rod found stam�ed "TEXAS
SURVEYING";
THENCE South 77 deg. 17 min. 03 sec. West along said North line and the South line of Old
Weatherford Road, a distance of 461.79 feet to a 1/2" iran rod found for the Northwest corner of
said 63.993 acre tract and being in the West line of said 1,612.42 net acre tract, from which a
5/8" iron rod found bears North 00 deg. 0S min. 46 sec. East — 34.00 feet;
THENCE Narth 01 deg. 06 min. 15 sec. West departing the South line of Old Weatherford Road
and coritinue along th.e West line of said 1,612.42 net acre tract and the East line of a cal1ed
55.339 ac�•e tract described "an a deed to Old Weatherford Road, L.P. recorded in Instrument No.
202138674 (DR.PCT), a distance of 2,189.36 feet to a 4" iron fence corner post for an e11 corner
of said 1,612.42 net aere tract and the Northeast corner of said 55.339 acre tract;
THENCE South 89 deg. 00 min. 41 sec. West along the North line of said 55.339 acre tract and
a South line of said 1,612.42 net acre tract, at 388.20 feet pass a 1/2" capped iron rod found
stamped "PRICE" for the Northeast corner of a called 10.000 acre tract described in a deed to
Todd Creel & Whitney Creel recorded in Documents No. 202138673 (DRPCT), at 1,048.20 feet
pass a 1!2" capped iron rod found stamped "PRICE" for the Northwest corner of said 10.000 acre
tract, at 2,286.00 feet pass a S/8" i.ron rod found for the Northwest corner of said 55.339 acre
t�act, continue along said South line and the North line of a called 884.1 acre tract described in a
deed to Walsh Ranches Limited Partnership recorded in Volurne 16.99, Page 1765 and Volume
237, Page 562 (DRPCT) a total distance of 4,370.08 feet to a 4" rnetal fence corner post for the
most westerly Southwest corner of said 1,612.42 net acre tract and an ell corner of said 884.1
acre tract;
THENCE North 00 deg. 39 min. 19 sec. West along the East line of said 844.1 acre h•act and the
West line of said 1,612.42 net acre tract, a distance of 4,661.94 feet to a 1/2" capped iron rod
found stamped "TEXAS SURVEYING";
THENCE North 18 deg. 38 min. 11 sec. East along said East and West lines, a distance oi
3,482.30 feet to a 6" metal fence corner post for an ell corner of said 1,612.42 net acre tract and
an ell corner of said 884.1 acre tract;
THENCE Sauth 89 deg. 50 min. 35 sec. West along a North line of said 884.] acre tract and a
South line of said 1,612.42 net acre tract, a distance of 135.51 feet to a 1/2" capped iran rod
found stamped "TEXAS SURVEYING" for an ell coi-ner of both;
THENCE Nvrth 00 deg. 39 min. 35 sec. West along the East line of said 884.1 acre tract and the
West line of said 1,612.42 net acre tract, a distance of 433.07 feet to a 1" iron pipe found (bent)
for the Northwest corner of sai�d 1,612.42 net acre tsact and the Southwest corner of a called 463
acre tract described in a deed to Frances Tannahill Wynne, Margaret Tannahill, & Clifton Allen
Tannahill recorded in Voluxne 597, Page 239 (DRPC�;
THENCE South 70 deg. 54 min. 17 sec. East departing said East line and continue along the
North line of said 1,612.42 net acre tract and the South line of said 463 ac.re traet, a distance of
6,521.83 %et to a 1'° iron rod found for the Southeast corner of said 463 acre tract and the niost
westerly Southwest corner of said 600 acre tract;
THENCE North 89 deg. 40 min. 33 sec. East along said No��th line and the South line of. saa.d
600 acre tract, a distance of 1,194.35 feet to a 1" iron rod found for the Northeast carner of said
1,61?.42 net acre tract and an e11 corner of said 600 acre tract;
THENCE South 01 deg. 0S min. 33 sea East along the East line of said 1,612.42 net acre tract
and the West line of said 600 acre tract, a dista�ce of 4,896.0S feet to the POINT OF
BEGINNING, containing 64,333,292 square feet or 1,476.889 acres of land, more or less.
EXHIBIT D
DEVELOPM�NT STANDARDS
40
EXHIBIT D - DEVELOPMENT REGULATIONS
SECTION 1. DEVELOPMENT SUMMARY AND PURPOSE
This Project encompasses 1,476.4 acres in the extraterritorial jurisdiction of the City of Fort Worth,
Texas, and is anticipated to be a mixed-use community offering a inixture of residential and non-
residential products, including a variety of single- and multi-family dwelling options, as well. as
parks and open space, and commercial areas.
SECTION 2. DEVELOPMENT STRUCTURE.
The Project shall be developed and used in accordance with the applicable provisions of the Zoning
Ordinance, except to the extent inodified by these Developinent Regulations.
SECTION 3. CREATION OF SUBDISTRICTS
This Project will be divided into three (3) subdistricts: Single Family, Mixed Residential, and
Intensive Commercial. The subdistricts shall be established over the areas generally shown on the
Conceptual Plan. Permitted Uses and Development Standards will be governed in each subdistrict
consistent with Section 4 of these Development Regulations.
SECTION 4. PERMITTED USES & DEVELOPMENT STANDARDS
The following uses shall be permitted within the Brown Ranch Development: All uses shall be
developed in accordance with the Subdivision Ordinance.
Single Familv Detached (SFD):
Lots shall confonn to the standards applicable in One-Family ("A-5") Districts (Section 4.705 of
the Zoning Ordinance) unless otherwise modified in the table below:
Min. Lot
Product Area
Type
(sq. ft.)
1 8,000
2 6,500
Min.
Max. Lot Lot
Coverage Width
(feet)
65% 70
65% 60
3 5,500 65% 50
Min. Min.
Min.
Interior Corner
Front
Side Side
Setback
Setback Setback
(feet)
(feet) (feet)
20 5 10
20 5 10
20 5 10
Min.
Max.
Rear
Height
Setback
(feet)
(feet)
15 35
15 35
15 35
Sin�le Familv Detached 40' ("SFD 40"l:
SFD-401ots shall conform to the base development standards applicable in Zero Lot Line/Cluster
("Rl") Districts (Section 4.708 of the Zoning Ordinance) with the following modifications and set
forth in the table below:
(1) Minimum lot width shall be 40 feet; and
(2) All lots shall be detached single family
Min. Lot
Product Area
Type
(sq. ft.)
4 4,000
Min. Min.
Max. Lot Lot Front
Coverage Width Setback
(feet) (feet)
65% 40 10
Min. Min.
Min.
Interior Corner
Rear
Side Side
Setback
Setback Setback
(feet)
(feet) (feet)
5 10 10
Max.
Height
(feet)
35
Townhome ("TH"):
Lots and development shall conform to the base development standards applicable in
Townhouse/Cluster ("R2") Districts (Section 4.709 of the Zoning Ordinance).
Urban Residential ("UR"):
Lots and development shall conform to the base development standards appliable in Urban
Residential ("UR") Districts (Section 4.713 of the Zoning Ordinance),
Intensive Commercial ("G?')
Lots and development shall confoi�rn to the base development standards listed in Intensive
Commercial ("G") Districts (Section 4.904 of the Zoning Ordinance), which includes uses
permitted in General Commercial ("F") Districts and all lesser intensity commercial districts. Low-
Intensity Mixed-Use (MU-1) and High-Intensity Mixed-Use (MTJ-2) Districts, with their
corresponding Standards (Section 4.1300 and 4.1302, respectively), are permitted in any
commercial area of the development governed by this agreement.
Low Intensive Mixed Use ("MU-1"1
Lots and development shall conform to the base development standards listed in Low Intensity
Mixed Use ("MU-1") Districts (Section 4.1300 of the Zoning Ordinance).
Hi�h Intensitv Mixed Use ("MU-2")
Lots and development shall conform to the base development standards listed in High Intensity
Mixed Use ("MU-1") Districts (Section 4.1302 of the Zoning Ordinance)
PERMITTED USE TABLE
The above uses shall be pennitted in the Single Family, Mixed Residential, and Intensive
Com�nercial subdistricts in accordance with the following table:
SFD
SFD-40
TH
UR
Intensive Commercial
MU-1
MU-2
Singte Family
P
P
Mixed Residential
P
P
P
P
P
Intensive Commercial
EXHIBIT E
MAJOR WATER IMPROVEMENTS - ULTIMATE BUILDOUT
41
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LEGEND
.. EXISTING WATER LINE
Vy PROPOSED WAiER LINE
F COPYRIGHT 2026- USE BY WRITTEN PERMISSION OF GMCIVIL ONLY
BOOSTER STATION
& GROUND STORAGE TANK
INTERNAL LOCATION
MAIN
(SIZEIBDJ ��
IN fERNAL
MAIN
(SIZE 76DJ
INTERNAL
MAIN
(SIZE TBD)
CONNECT36" W.L.
ro Ex. so�� w.�.
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24" W.L.
24" W.L.
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EXHIBIT E-1
MAJOR WATER IMPROVEMENTS - INITIAL PHASE
42
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EXHIBIT F
MAJOR SEWER IMI'ROVEMENTS - ULTIMATE BUILDOUT
43
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EX. 30" S.S. � � -
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EXHIBIT F-1
NIAJOR SEWER IMPROVEMENTS - ULTIMATE BUILDOUT
44
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EXHIBIT G
MAJOR ROAD IMPROVEMENTS - ULTIMAT� BUILDOUT
45
PROJECT BOUNDARI
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EXISTING
OLD WEATHERFORO RD
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COPYRIGHT 2026- USE BY WRITTEN PERMISSION OF GMCIVIL ONLY
0 1,500
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LEGEND
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PROPOSED ARTERIAL
(BY OTHERSJ
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EXHIBIT G-1
MAJOR ROAD IMI'ROVEMENTS - INITIAL PHASE
46
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Sheet � of 22,
EXHIBIT H
TRAILS AND OPEN SPACE
47
.
�.' , <�-/ TRAIL (WIDTH VARIES)
� � �� � � NEIGHBORHOOD PARK
' � � AMENITY CENTER
.� , .,2..�,d.�..,��,...�...�w.,,�dA�..o.,.�,�,,..a
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' �� � . `''. � CENTER /�,'I�
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.�"� t� _ � I
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g�' CI! Z: � t�� `"'" ;' G'�t'`° I
.+i�� �� fi.� ����,.erei�i �.riti �„n.,Y��p,:�. ;. �� �' � I
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.. . . .. _. . .. _ _ . � I
MASTER TRAILS AND OPEN SPACES
BR0WN RANCH
HinesMESA w„ F0RTW0RTHETJ,TX
o sao iao isro
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Sub: 1'•500' NORiH
EXHIBIT I
STRATEGIC PARTNERSHIP AGREEMENT
PARKER AND TARRI�NT COUNTIES
MUNICIPAL UTILITY DISTRICT NO.1
.;
STRATEGIC PARTNERSHIP AGREEMENT
THE STATE OF TEXAS �
�
COUNTY OF PARKER �
This STRATEGIC PAR.TNERSHIP AGREEMENT (this "Ag�eement'� is made and
entered into, effective as of , 2025, by and between the CITY OF FORT WORTH,
TEXAS, a home-rule municipal corporation of the State of Texas (the "Cit��'�, and PARKER AND
TARRANT COUNTIES MUNICIPAL UTILITY DISTRICT NO. 1, a conservation and
reclamation district created pursuant to Article XVI, Section 59, Texas Constitution, and operating
pursuant to Chapters 49 and 54, Texas Water Code (the "Di.rtrict'�.
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
witivn its Uoundaries. The District is located entirely within the extraterritorial jurisdicrion ("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
Dis�-ict wish to enter into such an 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 Ciry.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and
conclitions contained herein, and otheY good and valuable consideration, the City and the District
agree as follows:
ARTICLE 1.
DEFINITIONS
1.01. Definitions. The terms Act, Agree�nent, City, Di.rt�zct and ETJ shall have the meanings
pxovided for them in the recitals, above. Except as may be otherwise defined, or the context clearly
requires otherwise, capitalized terms and phrases used in tl�is Agreement shall have the meanings as
follows;
Co��zanercial means all non-residential development, except for developments owned by a tax-
e�empt entity, a non-profit entity, or a homeowners or pxoperty owners association.
Comnais.rion means the Texas Commission on Environmental Quality and its successors.
49
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 axe subject to
reiinbursement by the District pursuant to the xules of the Commission.
Perron means any individual, partnership, association, firm, trust, estate, public or private
corporation, or any other entity whatsoever.
Sale.r and U.re Tax means the sales and use tax authorized to be imposed in the District by the
Act and TEx, T� CoDE, Chapter 321.
1.02. Findin�s and conclusions. The City and the District hereby find and declare:
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
requue the District to provide revenue to the City solely for the purpose of an agreement with
the City to foxgo annexation of the District, and (u) provides benefits to each party, including
revenue, services, and regulatory benefits, which are reasonable and equitaUle 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 wexe given the opportunity to do so. Norice
of each hearing was published in the format required b�� TEx. LoCA�. 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 Watex
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 certaint�� regarding the conditions under which annexation
will be authorized by the City. As a resL�lt, the Ciry and the District agree that, without regard to the
City's right and power under e�sting or subsequently enacted law and subject to Section 2.02, the City
will not fully annex any Land within District until all of the following conditions have been satisfied,
and shall thereafter be authorized, but not required, to fully annex the District for any purpose:
a. One hundred percent (100%) of the acreage within the District has been
substantially developed; and
50
b. Developer, and its successors and assigns, has been fully reimbursed by the
District to the ma�imum e�tent 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
ox 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
ta� in an amount sufficient to pay the assumed District indebtedness.
2.02. Annexation of Commercial Areas. Notwithstanding Section 2.01, the City may in
accordance with T�x. LoCnL GOV'T CoD�, Section 43.0751( fl(4) annex any Commercial Areas within
the District for full purposes at the occurrence of recordation of a final plat containing such
Commercial Areas; provided, however, full purpose annexarion of any Commercial Areas is expressly
prohibited until full satisfaction of D.istrict debt service requirements related to the financing or
reimbursement of any project encompassed under the Future Improvement Agreement and projects
generally benefitting the Commercial Areas. Satisfaction of the condition precedent to full purpose
annexation of Commercial Areas shall be evidenced by District notice to the Ciry stating that all
financing requirements associated with any Future Improvement Agxeement or project benefitting the
Commercial Areas in which the District is a parry have been satisfied, and full purpose annexation of
Commercial Areas or any portion thereof would not impact the District's ability to meet debt service
requireinents of any bonds outstanding issued to finance or reimburse costs associated with any Future
Improvernent Agreement or other facilities benefitting the Commercial Areas contemplated under the
Future Improvement Agxeement or Brown Ranch Development Agreement. Nothing herein shall
prevent the City from initiating limited purpose annexation of Commercial Areas to impose its local
option sales and use ta� levy. If such tax is imposed the City agrees to split equally with the District
all sales tax revenues generated by such Commercial Areas annexed for lunited purposes by the City
until the conversion date or full purpose annexation.
2.03. Operations qrior to full annexation. Prior to annexation of the enrire District for full
purposes, except as may be specifically pxovided in this Agreement, the District is authoiized to
exercise all powers and functions of a municipal utiliry 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 properry without prior approval of the City, and the e�ercise of such powers is
hereby approved by the City.
2.04. Continuation of the District followi�� full annexation. Upon full purpose annexation
of the entire District under the pro�Jisions 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 integxation of r.he
District's systems into the Cit��'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 reimbuxse the developer(s) within the District)
and the District will not be continued or converted for limited purposes. Upon full purpose
51
annexation, fees and charges imposed on residents of the former District for services provided by the
Cit�J 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 puxsuant 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 porrion the District attempting to incorporate.
52
ARTICLE 3
DEFAULT, NOTICE AND REMEDIES
3,01. Default; notice. A breach of any material provision of this Agreement afteY notice and
an opportunit�� to cure shall constitute a default. The non-breaching parry shall notify the breaching
parry 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 no,t sooner than 30 days after
receipt of such notice (or such longer period of time as the non-breaching paxty may specify in such
notice), the non-breaching party may declare a default hereunder and e�excise the remeclies provided
in this Agreeinent in the event of default.
3.02. 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 parry if
such recovery of monetarjT damages would otherwise be available under existing law and the
defaulting parry is not otherwise immune fYom paying such damages; and
b. Injunctive relief specifying the actions to be taken by the defaulting party to
cure the default or otherwise comply with its obligations hereunder. Injunctive relief shall be
directed solely to the default and shall not address or include any activity or actions not directly
related to the default.
ARTICLE 4
MISCELLANEOUS
4.01. Beneficiaries. This Agreement shall bind and inure to the Uenefit of the parties, their
successors and assigns. This Agxeement shall be recorded with the County Clerk in the Official Public
Records of Tarrant County, Texas, and shall bind and benefit each Developer and each future
Developer of land included within the District's boundaries in accordance with Tex. Local Gov't
Code, Section 43.0751(c). In the event of annexation of the District by the City, the Developer shall
be considered a third-party beneficiaiy of this Agreement.
53
4.02. 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 earlieY 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 Ciry or the DistYict give notice to the other of its intent to terminate
prior to any extension term.
4.03. Notice. Any notices or other communications ("Notice") Yequired to be given by one
parry 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 parry, (i) Uy delivering the same in person, (u) by depositing the
same in the United States Mail, certified or registered, return receipt requested, postage prepaid,
addressed to the parry to be norified, or (ui) by depositing the same with Federal ExpYess or another
nationally recognized courier service guaranteeing "next day deliveiy", addressed to the parry 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, unt�l chan�ed as provided below, shall be as follows:
C�: City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: Assistant City Manager
Email: Dana.Burghdoff@Fortworthtexas.gov
Copy to: City of Fort Worth, Texas
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: City Attorney's Office
District: Parker and Tairant Counties Municipal Utility District No.
c/o Allen Boone Humphries Robinson LLP
4514 Cole Avenue, Suite 1450
Dallas, Texas 75205
Attn: Paul Harle
Email: pharle@abhr.com
The parties shall have the right from time to time to change their �espective addresses, and each shall
have the right to specify as its address any other adcl�ess 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.
4.04. Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
54
4.05. Severability. If any provision of this A�reement 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.
4.06. Waiver. Any failure by a party hereto to insist upon strict performance by the other
parry 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 piovisions of this Agreement.
4.07. 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, Te�as.
4.08. Reservation of ri��hts. To the extent not inconsistent with this Agreement, each parry
reserves all rights, privileges, and immunities under applicable laws.
4.09. Further documents. The parties agree that at any time afteY 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.
4.10. Incor�oration of exhibits and other documents bv 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.
4.11. �ffect of state and federal laws. Notwithstanding any other provision of this
Agreement, the District and the Ciry 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.
4.12. Authoritv for execution. The Ciry hereby certifies, Yepresents, and wa�rants that the
execution of this Agreement .is duly authorized and adopted in conformity with the City charter and
City ordinances. The District hexeby certifies, represents, and warrants that the execution of this
Agreement is duly authorized and adopted by the Board of Directoxs of the District.
4.13. 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]
55
IN WITNESS WHEREOF, the undersigned parries have executed this Agreement effective
as of the date first written above.
CITY OF FORT WORTH, TEXAS
I:
Assistant City Manager,
City of Fort Worth, Texas
ATTEST:
By:
City Secretary,
City of Fort Worth, Texas
THE S'I'AT� OF TEXAS
COUNTY OF
This instrument was acknowledged before me on this the day of .
20_, by , Assistant City Manager of the Cit�� of Fort Worth, Texas, on behalf of
said city.
Notary Public, State of Texas
(NOTARY SEAL)
56
PARKER AND TARRANT COUNTIES
MUNCIPAL UTILITY DISTRICT NO. 1
By:
President,
Board of DirectoYs
ATTEST,
By:
Secretary,
BoaYd of Directors
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 Parker and
Tarrant Counties Municipal Utility District No. 1, a political subdivision of the State of Texas, on
behalf of said political subdivision.
Notary Public, State of Texas
(NOTARY SEAL)
57
EXHIBIT M
FORM UTILITY AGREEMENT
48
City Secretary Contract No.
BROWN RANCH
UTILITY AND INFRASTRUCTURE AGREEMENT
This Brown Ranch Utility and Infrastructure Agreement ("Agreement") is entered into
by and between the City of Fort Worth, a home-rule municipal corporation situated in Parker,
Tarrant, Johnson, Denton, and Wise Counties (the "City"), acting by and through its duly
authorized Assistant City Manager; the Parker and Tarrant Counties 1Vlunicipal Utility District
No. 1, a municipal utility district created under Article XVI, Section 59, and Article III, Section
52, Texas Constitution and operated pursuant to Chapters 49 and 54, Texas Water Code, and the
rules and regulations of the TCEQ ("District"), and Hines Acquisitions, LLC, a Delaware limited
liability company ("Developer") to be effective on the Effective Date as defined herein. The City,
District and Developer shall each be considered a"Party" or collectively "Parties" to this
Agreement.
RECITALS
A. Developer owns approximately 1,476.889 acres of land situated in Parker County and Tarrant
County, Texas, in the City's extraterritorial jurisdiction ("ETJ"), described in Exhibit A
attached to this Agreeinent ("Property"), and it intends to develop the Property into a mixed-
use master-planned community ("Project");
B. The Parties intend for the City to be the retail water and sewer provider to the Project;
C. The District was created to facilitate the construction and maintenance of water, wastewater,
roadway and stormwater infrastructure to serve portions of the Property;
D. The City and Developer entered into that certain development agreement governing creation
and operation of the District and the development of the Property, City Secretary Contract
Number ("Development Agreement"), and the District has executed a joinder to the
Development Agreement;
E. The Parties desire to enter into this Agreement to set out the tenns of the City providing retail
water and wastewater service to the Property and the construction and maintenance of public
water, sewer, roadway and stormwater infrastructure to serve the Property.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and
conditions hereafter set forth, the Parties agree as follows:
ARTICLE I
WASTEWATER SERVICE, INFRASTRUCTURE AND CHARGES
1.01 Wastewater Service.
(a) The City shall provide retail wastewater collection and treatment service to
customers within the Property, subject to the Developer's and District's performance of their
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 1 of 15
obligations under this Agreement and the Development Agreement.
(b) On-site sewage treatment and disposal facilities are prohibited on the Property.
(c) Prior to annexation of the Property into the City, the City shall charge the City's
retail sewer rates applicable to property located in the City's ETJ (the Outside City Limits rate).
For any portion of the Property that has been annexed into the City, the City will charge the City's
retail sewer rates applicable to property located within the City.
1.02 Off-Site Wastewater Infrastructure. The Developer or the District shall, jointly or
severally, design and construct the Off-Site Wastewater Infrastructure, including lines and other
necessary infrastructure, as detailed in the Development Agreement.
1.03 On-Site Wastewater Infrastructure. Developer or the District shall, jointly or
severally, design and construct or cause to be designed and constructed, on the Property all On-
Site Wastewater Infrastructure required under the Approved Infrastructure Studies, including lines
and other infrastructure necessary to serve the Property. Phasing of On-Site Wastewater
Infrastructure shall be in accordance with the Development Agreement.
1.04 Oversizin� of Wastewater Lines. Oversizing of wastewater lines shall be in
accordance with the Development Agreement.
1.05 Tap Fees; Impact Fees. Tap fees, service connection fees, and impact fees shall be
in accordance with the Development Agreement.
1.06 Pretreatment — Developer shall take all necessary measures to ensure compliance
with federal environmental regulations, state environmental regulations, including requirements
set by the Texas Commission on Environmental Quality ("TCEQ"), and relevant City Code
provisions regarding or setting standards for the pretreatment of wastewater.
1.07 Industrial waste prohibited. The Developer shall take reasonable measures to
ensure that industrial waste, including but not limited to wastewater from any manufacturing or
industrial plant, or fluids and materials from any agricultural operation or septic system clean-out,
are not discharged into the wastewater system.
ARTICLE II
WATER SERVICE, INFRASTRUCTURE AND CHARGES
2.01 Water Seivice. The City shall provide retail water service to customers within the
Property, subject to the Developer's and District's perfonnance of their obligations under this
Agreeinent and the Development Agreement.
2.02 Off-Site Water Lines. The Developer or the District shall, jointly or severally, design
and construct the Off-Site Water Infrastructure, including lines and other necessary infrastructure,
as detailed in the Development Agreement.
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 2 of 15
2.03 On-Site Infrastnict�tre. The Developer or the District shall, jointly or severally,
design and construct or cause to be designed and constructed, on the Property all On-Site Water
Infrastructure required under the Approved Infrastruct�tre Studies, including lines and other
infrastructure necessary to serve the Property. Phasing of On-Site Water Infrastructure shall be in
accordance with the Developinent Agreement.
The Developer shall design and constn.ict the On-Site Water Infrastn.icnire with capacity
sufficient for potable water service, irrigation service, and fire protection for the areas served by
those lines. The Developer shall not drill water wells and shall not allow others to drill water wells
for potable water usage on the Property. The location and depth of Water Infrastructure shall, at a
minimum, comply with the standards set by the City.
2.04 Meters; fireplu�s.
(a) The Developer shall install or cause to be installed a water meter for each
connection. Single-falnily residential ineters for potable water shall comply with City standards,
shall be a ininimum of five eighths (5/8) inch in diameter, and inay be larger in diameter, at the
Developer's option and with City's written approval. Meters for nonresidential uses shall be sized
based on potable and �re flow/fire suppression requirements and shall comply with City standards.
All meter sizes should be consistent with flow and sizes documented under the Approved
Infrastructure Studies.
(b) The Developer shall require the use of fireplugs of the type and function the City
requires.
2.05 Tap Fees; Impact Fees.
(a) Tap or service connection fees for potable water service, irrigation service, or
fireline provided by the City within the Property (excluding Impact Fees) shall be the same as if
the services are provided within the City's corporate limits.
(b) Assessment and collection of impact fees shall be in accordance with the
Development Agreement.
2.06 Annexation Notices to Customers. The City may place the following notice or a
substantially similar notice on water bills sent to customers within the Property: "This service
address is inside the boundaries of a municipal utility district that may be annexed in the future by
the City of Fort Worth."
2.07 Conservation. Developer and District shall ensure that, at minimum, their
customers adhere to the water conservation measures set forth in the City Code, including but not
liinited to those relating to irrigation systems and drought conservation.
2.08 Drou�ht contin�ency. Should the City declare a drought emergency, Developer and
District agree to coinply with the drought contingency and emergency management plan set forth
in Fort Worth City Code § 35-23 Emergency Authority, 2024 and continue abiding by same until
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 3 of 15
the City terminates the drought emergency. Developer and District shall take all reasonable
measures to ensure their water customers abide by said emergency measures. City shall have the
right to enforce civil remedies, impose criminal penalties, or take any other actions necessary to
enforce the drought contingency and emergency inanagement plans, including, but not limited to,
turning off irrigation meters for non-residential customers who the City determines are not in
compliance.
ARTICLE III
PUBLIC INFRASTRUCTURE; GENERAL PROVISIONS
3.01 Easements and Ri�hts-of-Way. All easements or rights-of-way required for the
installation of the Public Infrastruchire shall be granted or acquired by the District or Developer
and dedicated to the City, or dedicated to the District and subsequently dedicated by the District
to the City. All easements shall be at no cost to the City and shall be in the form reasonably required
by the City for such types of easements. All easeinents provided to the City for Public
Infrastructure shall be exclusive easeinents unless otherwise agreed to by the City.
3.02 Transfer of Public Infrastructure. In connection with the transfer of any Public
Infrastnicture to the City pursuant to this Agreement, Developer covenants and agrees to take or
cause to be taken such actions and execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, such instruments, documents, transfers and conveyances as may be
required to convey, transfer and deliver the facilities, confinn the ownership of the transferred
assets, and discharge any encumbrances against the transferred assets that are outstanding as of the
date of transfer.
3.03 Re�ional Facilities.
(a) Re�ional Facilities. At this tiine, City is responsible for constructing the Silver
Creek, M517, and Westside WTP line extensions ("Regional Facilities"). Other regional lines are
necessary to serve the Property, but the City is not responsible for constructing those lines,
inchiding the Vernon Estates line. City may oversize lines the City does not construct to provide
capacity which, upon Developer's request, City may allow the Property to use.
(b) Pro-Rata Participation in Re�ional Facilities. If a water main capacity charge or
per acre charge is established by the City for any main Developer connects to and the Approved
Infrastructure Studies indicate the water or sanitary sewer main is required to serve the Property,
then Developer shall pay the applicable charge prior to connecting to the line. Nothing herein shall
liinit Developer's responsibility for paying impact fees to the City.
(c) Parent Proiects. Community Facilities Agreements for the Water and Sewer
Infrastructure for the Project shall be "child" projects to the following City Capital Improvement
Projects or developer led projects and any other capital or developer led project that the Property
connects to or relies upon for water or sewer service:
(1) Silver Creek Gravity Sewer Main, Lift Station, and Force Main Project (City
Capital Project)
(2) Main 517 Sanity Sewer Project (City Capital Project)
BROWN RANCH UTILITY AND INFRASTRUCTDRE AGREEMENT Page 4 of 15
(3) Westside WTP Water Line Extension Project to the West (City Capital Project);
and
(4) Vernon Estates Oversized Water Line Extension Project (City is not responsible
for constructing this project).
Any child project shall comply with the phased or concurrent CFA provisions in the CFA
Ordinance. If the Vernon Estates Oversized Water Line Extension Project ("Vernon Line") has
not achieved substantial completion by December 31, 2027 and such delay would prevent or
materially impede Developer's ability to obtain plat approval or utility service for any phase of the
Project, then Developer may, in its sole discretion, upon thirty (30) days' written notice to the City,
elect to design, construct, or cause to be constructed the Vernon Line (or a functionally equivalent
alternate connection reasonably acceptable to the City), at Developer's cost. Upon such
construction and the City's acceptance, Developer shall be entitled to (i) a reimbursement of
connection charges in accordance with the City's Ordinances, and (ii) reimbursement from the
City to the extent of any oversizing beyond what is necessary to serve the Project, calculated in
accordance with the oversizing reimbursement methodology in the Development Agreement.
3.04 Maintenance of Water and Wastewater Lines in Paved Areas. Water and
Wastewater Infrastructure may be installed under roadways owned and maintained by the District.
The following street repair standards shall apply to any pavement repair performed by the City
when performing maintenance and repairs on the City's Water and Wastewater Infrastructure as
set forth in the City's 2019 Utility Construction Policy (the Policy):
(1) 2 years to 10 years or greater than 85 PCI - Entire Panel replaced;
(2) More than 10 years and less than 85 PCI - Entire Panel replaced, with some
exceptions; and
(3) Partial panel replacement of concrete pavement more than 10 years old and less
than 85 PCI, inay be allowed, if the panel is larger than 20 feet. The partial panel
replaced shall be equal to a half panel and the remaining half panel must be intact
without any identifiable damage as shown in Figure 320129-D020 Partial Panel
Concrete Replacement in the Policy.
3.05 Enforceinent of Citv's Ordinances and Re�ulations. At all times, the City shall have
the right to enforce the City's irrigation, water conservation, backflow, and cross connection rules,
regulations, ordinances and requirements on the Property.
ARTICLE IV
OWNERSHIP, LIABILITY AND INDEMNIFICATION
4,01 Liabilitv and Ownership. As between Developer, District and the City,
responsibility for the operation of the Public Infrastructure, including damages related thereto,
shall remain with the Developer or District until such infrastructure is conveyed to and accepted
by the City. The City shall be responsible for the operation of the Public Infrastructure transferred
to it, but only those damages related to the acts and occurrences after the date of transfer.
4.02 Indemnitv. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, THE DISTRICT AND DEVELOPER (EACH AN "INDEMNIFYING PARTY")
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 5 of 15
AGREE TO INDEMNIFY AND DEFEND THE CITY AND ITS OFFICERS, ELECTED
OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS,
CONTRACTORS, SUCCESSORS AND ASSIGNS WITH REGARD TO ANY AND ALL
CLAIMS, LOSSES, DAMAGES, LIABILITIES, LIENS, FINES, SUITS, JUDGMENTS,
ADMINISTRATIVE PROCEEDINGS, REMEDIATION OR CORRECTIVE ACTION
REQUIREMENTS, ENFORCEMENT ACTIONS, AND ALL COSTS AND EXPENSES
INCURRED IN CONNECTION THEREWITH (INCLUDING, BUT NOT LIMITED TO,
REASONABLE ATTORNEYS FEES, COSTS OF INVESTIGATION, AND LITIGATION
EXPENSES, INCLUDING THOSE INCURRED BY THE CITY IN ENFORCING THIS
INDEMNITY), DIRECTLY OR INDIRECTLY ARISING OUT OF, CAUSED BY OR
RESULTING FROM (IN WHOLE OR IN PART) ANY BREACA OF THIS AGREEMENT
BY SUCH INDEMNIFYING PARTY (COLLECTIVELY, "LIABILITIES").
4.03 Governmental Powers; Waiver of Immunitv. By execution of this Agreeinent, the
City does not waive or surrender any of its governmental powers, immunities or rights, except as
specifically waived pursuant to this section. The City waives its governmental immunity from suit
and liability only as to any action brought by a Party to pursue the remedies available under this
Agreement and only to the extent necessary to pursue such remedies. Nothing in this sectron shall
waive any claims, defenses or immunities that the City has with respect to suits against the City
by persons or entities not a party to this Agreement.
ARTICLE V
MISCELLANEOUS
5.01 Governin� Law, Jurisdiction and Venue. THIS AGREEMENT MUST BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF TEXAS, AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE
OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR
PRINCIPLES TO THE CONTR.ARY. THE PARTIES ACKNOWLEDGE THAT THIS
AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS, AND HEREBY
SUBMIT TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY, TEXAS,
AND HEREBY AGREE THAT ANY SUCH COURT SHALL BE A PROPER FORUM
FOR THE DETERMINATION OF ANY DISPUTE ARISING HEREUNDER.
5.02 Notice. Any notices, certifications, approvals, or other communications required to
be given by one Party to another under this Agreement (a "Notice") shall be given in writing
addressed to the Party to be notified at the address set forth below and shall be deemed given: (a)
when the Notice is delivered in person to the person to whose attention the Notice is addressed;
(b) when received if the Notice is deposited in the United States Mail, certified or registered mail,
return receipt requested, postage prepaid; or (c) when the Notice is delivered by Federal Express,
UPS, or another nationally recognized courier service with evidence of delivery signed by any
person at the delivery address. If any date or 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 the Saturday, Sunday, or legal holiday. For the purpose
of giving any Notice, the addresses of the Parties are set forth below. The Parties inay change the
information set forth below by sending Notice of such changes to the other Parties as provided in
this section.
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 6 of 15
To the Citv:
City of Fort Worth
100 Fort Worth Trail
rort Worth, Texas 76102
Attn: City Manager
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: City Attorney's Office
City of Fort Worth
100 Fort Worth Trail
Fort Worth, Texas 76102
Attn: Water Director
To Developer:
Hines Acquisitions, LLC,
2700 Commerce Street, Suite 1600
Dallas, Texas 75226
Attn: Doug Wolfe
With a copy to:
Allen Boone Huinphries Robinson LLP
4514 Cole Avenue, Suite 1450
Dallas, Texas 75205
Attn: Paul Harle
To the District:
Parker and Tarrant Counties Municipal Utility District No. 1
c/o Allen Boone Humphries Robinson LLP
4514 Cole Avenue, Suite 1450
Dallas, Texas 75205
Attn: Paul Harle
Email: pharle@abhr.com
5.03 Assi�nment.
(a) Neither the Developer, the District, or the City may assign this Agreement without
the written consent of the other Parties,
(b) Developer has the right, from time to time, to assign this Agreement, in whole or
in part, and including any obligation, right, title, or interest of Developer under this Agreement,
to any person or entity (an "Assi�nee") without the consent of the City, provided that the following
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 7 of 15
conditions are satisfied: (1) Assignee is a District, a successor Developer of all or any part of the
Property or a lender to a successor Developer of all or any part of the Property; (2) the assignment
is in writing executed by Developer and Assignee in the form of assignment attached as Exhibit
B; (3) Assignee expressly assumes in the assignment any assigned obligations and expressly
agrees in the assignment to observe, perform, and be bound by this Agreement to the extent this
Agreement relates to the obligations, rights, titles, or interests assigned; and (4) a copy of the
executed assignment is provided to all Parties within fifteen (15) days after execution. Provided
the foregoing conditions are satisfied, from and after the date the assigrunent is executed by
Developer and Assignee, the City agrees to look solely to Assignee for the performance of all
obligations assigned to Assignee and agrees that Developer shall be released from performing the
assigned obligations and from any liability that results from the Assignee's failure to perform the
assigned obligations. No assignment by Developer shall release Developer from any liability that
resulted from an act or omission by Developer that occurred prior to the effective date of the
assigmnent. Developer shall maintain written records of all assignments made by Developer
(including, for each Assignee, the Notice information required by this Agreement, and including
a copy of each executed assignment) and, upon written request from any Party or Assignee, shall
provide a copy of such records to the requesting person or entity. It is specifically intended that
this Agreement, and all terms, conditions and covenants herein, shall survive a transfer,
conveyance, or assignment occasioned by the exercise of foreclosure of lien rights by a creditor
or a Party, whether judicial or nonjudicial. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and Assignees.
(c) Developer and Assignees have the right, from time to time, to collaterally assign,
pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights,
title, or interest under this Agreement for the benefit of their respective lenders without the consent
of, but with proinpt written Notice to, the City. The collateral assignment, pledge, grant of lien or
security interest, or other encumbrance shall not, however, obligate any lender to perform any
obligations or incur any liability under this Agreement: (a) unless the lender agrees in writing to
perform such obligations or incur such liability; or (b) unless the lender holds fee simple title to
any portion of the Property and elects to or proceeds to develop such portion under this Agreement,
in which case the lender shall be bound by this Agreement and shall not be entitled to the rights
and benefits of this Agreeinent with respect to such portion of the Property until all defaults under
this Agreement with respect to the acquired portion have been cured. Provided that the City has
received a copy of the applicable collaterai assignment, including Notice information for a lender,
then that lender shall have the right, but not the obligation, to cure any default under this
Agreement and shall be given a reasonable time to do so in addition to the cure periods provided
by Section 5.12 of this Agreement; and the City agrees to accept such cure as if offered by the
defaulting Party. A lender is not a Party to this Agreement unless this Agreement is amended, with
the consent of the lender, to add the lender as a Party or unless the lender holds fee simple title to
any portion of the Property and elects to or proceeds to develop such portion under this Agreement.
Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and
shall survive any transfer, conveyance, or assigmnent occasioned by the exercise of foreclosure or
other rights by a lender, whether judicial or nonjudicial. Any purchaser from or successor
Developer through a lender of any portion of the Property shall be bound by this Agreement and
shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion
of the Property until all defaults under this Agreement with respect to the acquired portion of the
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page S of 15
Property have been cured.
5.04 Amendment. This Agreement may be amended only with the written consent of all
Parties and with approval of the governing bodies of the City and the District.
5.05 No Waiver. Any failure by a Party to insist upon strict performance by any other
Party of any material provision of this Agreement shall not be deeined a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
5.06 Severabilitv. The provisions of this Agreement are severable. If any word, phrase,
clause, sentence, paragraph, section, or other provision of this Agreement, or the application
thereof to any person or circumstance, shall ever be held or determined to be invalid, illegal, or
unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause
substantial deviation from the underlying intent of the Parties as expressed in this Agreement, then
such provision shall be deemed severed from this Agreement with respect to such person, entity
or circumstance, without invalidating the reinainder of this Agreement or the application of such
provision to other persons, entities or circumstances, and a new provision shall be deemed
substituted in lieu of the severed provision which new provision shall, to the extent possible,
accomplish the intent of the Parties as evidenced by the severed provision.
5.07 Authoritv. The Parties acknowledge that each Pariy has the authority to enter into
this Agreeinent pursuant to the laws of the State of Texas.
5.08 Internretation. The Parties acknowledge that each Party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreeinent, the term "including" means "including without limitation" and the term "days" means
calendar days, not business days. Wherever required by the context, the singular shall include the
plural, and the plural shall include the singular. Each defined terin herein may be used in its
singular or plural form whether or not so deiined.
5.09 Conspicuous Provisions. The Parties acknowledge that the provisions of this
Agreement that are set out in bold, capitals (or any combination thereo� satisfy the requirements
for the express negligence rule and/or are conspicuous.
5.10 No Third Partv Beneficiarv, This Agreement is solely for the benefit of the Parties,
and no Party intends by any provision of this Agreement to create any rights in any third-party
beneficiaries or to confer any benefit upon or enforceable rights under this Agreement or otherwise
upon anyone other than the City, Developer, and the District.
5,11 Force Maieure. No Party shall be considered to be in default in the performance of
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 9 of 15
any of the obligations hereunder (other than obligations of either Party to pay costs and expenses)
if such failure of perforinance shall be due to an uncontrollable force beyond the control of the
Parties, including but not limited to, the failure of facilities, flood, earthquake, tornado, storm, fire,
lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material
shortage, sabotage, or restraint by a court order or public authority, which by the exercise of due
diligence and foresight such Pariy could not have reasonably been expected to avoid. Any Party
rendered unable to fulfill any obligation by reason of an uncontrollable force shall exercise due
diligence to remove such inability with all reasonable dispatch.
5.12 Breach, Notice and Remedies.
(a) Notification of Breach. If any Party commits a breach of this Agreement, the non-
breaching Party shall give Notice to the breaching Party that describes the breach in reasonable
detail.
(b) Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after the time the breaching Party receives such Notice and complete
the cure within fourteen (14) calendar days from the date of commencement of the cure; however,
if the breach is not reasonably susceptible to cure by the breaching Party within such 14-day period,
the non-breaching Party shall not bring any action so long as the breaching Party has commenced
to cure the default within such 14-day period and diligently completes the cure within a reasonable
time without unreasonable cessation of the work.
(c) Reinedies for Breach. If the breaching Party does not substantially cure such.
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek an action under
the Uniform Declaratory Judgment Act, specific perfoi7nance, mandamus, injunctive relief, and
other reinedies described in this Agreement; provided, however, that the non-breaching Party shall
not be entitled 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 shall 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.
(d) Governmental Powers; Waiver of Immunitv. By execution of this Agreement,
neither the City nor the District waive or surrender any of their respective governmental powers,
iinmunities or rights, except as specifically waived pursuant to this subsection. The City and the
District mutually waive their governmental immunity fiom suit and liability only as to any action
brought by a Party to pursue the remedies available under this Agreement and only to the extent
necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or
irrununities that the City or the District have with respect to suits against the City or the District
by persons or entities not a party to this Agreement.
5.13 Entire A�reement. This Agreement constitutes the entire Agreement between the
Parties relative to the subject matter hereof, and there have not been and are no other agreements,
covenants, representations or warranties between the parties other than those expressly stated
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 10 of 15
therein or provided for herein.
5.14 Effective Date. This Agreement shall be effective upon execution by all Parties (the
"Effective Date").
5.16 Exhibits. All exhibits attached to this Agreeinent are incorporated into this
Agreement by reference for the purposes set forth herein, as follows:
Exhibit A— Map and Legal Description of the Property
Exhibit B — Assignment Fonn
[SIGNATURE PAGES FOLLOW]
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 11 of 15
CITY OF FORT WORTH
Dana Burghdoff, Assistant City Manager
Date:
Jannette Goodall, City Secretary
APPROVED AS TO FORM AND
LEGALITY:
Richard A. McCracken
Sr. Assistant City Attorney
M&C: N/A
Form 1295: N/A
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
adininistration of this contract, including ensuring all performance and reporting requirements.
Name:
Title:
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 12 of 15
Hines Acquisitions, LLC
By:
Name:
Title:
Date:
Parker and Tarrant Counties Municipal Utility District No. l,
By:
Name:
Title:
Date:
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 13 of 15
EXHIBIT A
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 14 of 15
EXHIBIT B
BROWN RANCH UTILITY AND INFRASTRUCTURE AGREEMENT Page 15 of 15
EXHIBIT N
STREAMLINE EXHIBIT
48
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FORTW�RTH�
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Hines Acquisitions LLC
Subject of the Agreement: Development Agreement for Brown Ranch
M&C Approved by the Council? �� Yes 0 No ❑
If�so, the A�Ic�.G nttrst be r�tlacl�ecl to the co��trctct.
Is this an Amendment to an Existing contract? Yes ❑ No �
If ,co, prnvic�e the origi��al ca�trnct mu��ber uftc� tl�e an�ie�ldr��e�at n�t.rmber.
Is the Contract "Permanent"? *Yes 0 No ❑
If �aur.s��-u�e, ,see h�rck page.�or•pe�•nza��ertt co��ti�act listir�g.
Is this entire contract Confidential? *Yes ❑ No 0 Ifonly s�ecifc r��jor�r��atio,7 is
Confidentr�a/, please li,st what in�ormntio�a zs Confde�7tia1 and the page it rs loc�rted.
Effective Date: Execution Explratlon Date: 35 years from Execution
If dff�eren! fi�on� the ��ppr'ovc�l date. If applical?lc.
Is a 1295 Forin rec�uired? * Yes 0 No ❑
'�`I��,so, pleu,ee e��szn�e it i,s attached to tl�e approvin��r �LI�C or attachc�d to the cn��t��nct.
Project Number: lj�crpj�licuhle. N/A
fiDid you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes � No ❑
Contracts need to be routed for CSO processin� in the following order:
. �. •�� �
. •��. •
' • �
�.//f��y!�`'i �
`��� . , • ` � � -�� r ' �. �, r_ ����� ` ��r • i
� �
/�.� .i� -=_ �•� �' �� ' =�' � %�i l�`'.�-.�
i �
*I�ldicate,s the infoi•matior� i,s regurrec! and rJ�the informcctio» is »ot�rovidecl, the co�7tract tivill be
relurnecl to t1Te depca�-trne�zt.
FORT WORTH�.�
MAYOR AND COUIVCIL CO�VIMUNIC,ATI�N
7.3.2 BROWN RANCH-HINES DEVELOPMENT AGREEMENT
DATE: "�¢`���' �:yy'�°�: M�C FILE NUMBER: C„��C 26-05��
DEPARTMENT: 6�EVELOPMENT SEI2WICES
SUBJECT
(ETJ Near CD 3 and CD 7� Authorize Execution of a Development Agreement with Hines
Acquisitions LLC, for Approximately 1,476.889 Acres of Land within the City's Extraterritorial
Jurisdiction in Tarrant County and Parker County Known as Brown Ranch
RECOMMENDATION
It is recommended that the City Council authorize the execution of a Development
Agreement and take actions to carry out such agreement with Hines Acquisitions LLC for
approximately 1,476.889 acres of land, commonly referred to as Brown Ranch, generally
located north of Old Weatherford Road and south of White Settlement Road within Fort
Worth's extraterritorial jurisdiction in Tarrant and Parker Counties.
DISCUSSION
The purpose of this Mayor � Council Communication is to authorize execution of a
Development Agreement with Hines Acquisitions, LLC (Developer) for approximately 1,479.889
acres of real property located within the extraterritorial jurisdiction of the City of Fort Worth in
Tarrant and Parker Counties. The site is north of Old Weatherford Road, south of White
Settlement Road, and northeast of the Walsh Ranch development.
Pursuant to the Development Agreement, the Developer will develop the Property as a multi-
use master planned community consisting of single-family, urban residential, and
commercial uses including open space, and other public and private amenities. The City will
serve as the retail provider of water and sewer services to the area. Water, sewer, drainage,
roadway, and other public infrastructure are not currently available to serve the intended
development of the property. The Developer intends to design, construct, install, and/or make
financial contributions to certain on-site and off-site public improvements to serve the
Property and adjacent properties including extensions to thoroughfares to improve regional
connectivity. The Development Agreement is being entered into pursuant to Section 212.172 of
the Texas Local Government Code.
The Developer intends to apply to the Texas Commission on Environmental Quality to create
a municipal utility district in accordance with Article XVI, Section 59, of the Texas Constitution,
to be operated pursuant to Chapters 49 and 54 of the Texas Water Code (District). The
Developer intends to include the Property within the boundaries of the District for the purpose
1 of 2
FORT WORTHo:
�
of financing water, sewer, drainage, roadways, and other public infrastructure necessary for
the development.
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 P�� �� ��� �hip Agreement will set
the terms and conditions to allow the City to do limited and full purpose annexations of the
territory in the proposed District and, specifically with respect to commercial areas of the
development, either for the limited purpose to impose and collect sales and use taxes, or to
include such commercial areas in the corporate city limits prior to annexation of the
remaining territory in the proposed District consistent with the timing and terms in the
Strategic Partnership Agreement. The Utility Agreement will address easements, roadway
repair standards, and provisions relating to water conservation and pretreatment standards.
The property is in the City's extraterritorial jurisdiction near COUNCIL DISTRICTS 3� 7.
This contract requires a Form 1295.
FISCAL INFORMATION�CERTIFICATION
The Director of Finance certifies that approval of this recommendation will have no material
effect on City funds.
SUBMITTED FOR CITY MANAGER'S OFFICE BY:
ORIGINATING BUSINESS UNIT HEAD:
ADDITIONAL INFORMATION CONTACT:
ATTACHMENTS
2
3
�
Jesica L. McEachern, # 5804
D. J. Harrell, # 8032
Richard A. McCracken, # 7611
M�C Exhibit Brown Ranch-Hines [7.3.2.1 - 1 page]
CONFIDENTIAL REDACTED - FORM 1295 [7.3.2.2 - 1 page]
CONFIDENTIAL REDACTED - AUTHORS � REVIEWERS TAB - 06 BROWN RANCH
DEVELOPMENT AGREEMENT [7.3.2.3 - 4 pages]
CONFIDENTIAL REDACTED - ROUTING TAB � ATTACHMENTS - 06 BROWN RANCH
DEVELOPMENT AGREEMENT [7.3.2.4 - 2 pages]
2 of 2
CERTIFICATE OF INTERESTED PARTIES
Complete Nos. 1- 4 and 6'rf there are interested parties.
Complete Nos, 1, 2, 3, 5, and 6 if there are no interested parties.
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Hines Acquisitions LLC
Dallas, TX United States
2 Name of governmental entity or state agency that Is a party to the contract for which the form is
being filed.
City of Fort Worth
FORnn 1295
1of1
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2026-1433884
Date Filed:
03/16/2026
Date Acknowledged:
g Provlde the identification number used by the governmental entity or state agency to track or identlfy the contract, and provide a
description of the services, goods, or other properly to be provided under the contract.
033126
Development Agreement
4 Nature of interest
Name of Interested Party City, State, Country (place of bus(ness) (check applicable)
Controiling Intermediary
5 Check only if there is NO Interested Party
6 UNSWORN DECLARATION
My name is Robert W. Witte
n�ty address is 5771 Waters Edge
a
_ _
� and my date of birth is .
, Irving Tx 75039 USA
(cfty) (state) (zip code) (country)
I decla�e under penafty of perjury that the foregoing is true and correct.
Executed in Dallas County, State of Texas on ihe 23fd day of March 2026
Forms provided by Texas Ethics Commission
(month) (year)
V
Slgnature of authorized agent of coniracting business entity
(Declarant)
www.ethics.state.tx,us Version V4,1.0.b6ef2aab