HomeMy WebLinkAboutContract 45985 CITY SECRETARY ;
COWRACT NO.
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT
BEFORE IT IS FILED FOR RECORD IN THE REAL PROPERTY RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER
DEVELOPMENT AGREEMENT
TEXAS LOCAL GOVERNMENT CODE §§ 43.035 & 212.172
THIS DEVELOPMENT AGREEMENT (this "Agreement") is made and
effective this 12 day of August, 2014 (the "Effective Date"), by and between the City of
Fort Worth, Texas, a home rule municipal corporation of the State of Texas located
within Tarrant, Denton, Wise, and Parker Counties, Texas (hereinafter referred to as
"City"), on the one hand, and Walton Texas, LP, a Texas limited partnership (hereinafter
referred to as "Walton Texas") and WUSF 4 Rock Creek, LP, a Texas limited partnership
(hereinafter referred to as "WUSF 4", and, together with Walton Texas, hereinafter
referred to as "Owner"), on the other hand, and is as follows:
WHEREAS, the Owner owns the real property described on Exhibit A,
(hereinafter called "the Property"). The Property is located within the extraterritorial
jurisdiction of the City and is subject to municipal annexation; and
WHEREAS, the Property is currently appraised for ad valorem tax purposes as
land for agricultural or wildlife management use under Subchapter C or D, Chapter 23,
Texas Tax Code, or as timber land under Subchapter E of that chapter;
WHEREAS, the Texas Local Government Code § 43.035 provides that the City
may not annex property appraised for such purposes unless it first offers to enter into a
development agreement with the Owner pursuant to such section of the Code; and
WHEREAS, the City has notified the Owner of its intent to annex the Property
and has offered to enter into an agreement guaranteeing the continued extraterritorial
status of the Property upon the terms and conditions hereinafter provided; and
WHEREAS, the City desires that any development of the Property be in
conformance with the City's Comprehensive Plan; and
WHEREAS, the Owner desires to enter into this Agreement to secure the
continued extraterritorial status of the Property:
NOW THEREFORE, in exchange for the mutual covenants, conditions and
promises contained herein, City and Owner agree as follows:
® fn 1. Identification of the Property. The Property is comprised of that certain
X0 real property owned by Owner and located in Tarrant owned by the Owner, all as more
3 n particularly described on Exhibit A and as depicted on Exhibit B attached hereto and
-i a O incorporated herein by reference. The Property is currently appraised for ad valorem tax
!1 p purposes as land for agricultural use.
Walton-Rock Creek Ranch Dev. Agmt. 2014 Page 1 of 7
RECEIVED SEP 2 9 2014 RFCFIvFn VP 2 5 2014
2. Continuation of Extraterritorial Status. The Property shall not be
annexed and shall remain in the extraterritorial jurisdiction of the City as long as (i) this
Agreement is effective, (ii) the Property is not subdivided, (iii) the Property continues to
be appraised for ad valorem tax purposes as land for agricultural or wildlife management
use under Subchapter C or D, Chapter 23, Texas Tax Code, or as timber land under
Subchapter E of that chapter, and (iv) the Owner is not in violation of this Agreement.
This provision does not prohibit annexation with the consent of the Owner.
3. Application of Municipal Regulations. All regulations and planning
authority of the City that do not interfere with the use of the Property for agriculture,
wildlife management or timber use may be enforced with respect to the Property. Such
regulations and planning authority may be enforced as they now exist or may hereafter be
established or amended, and this Agreement shall not be deemed a permit for the
purposes of Texas Local Government Code Chapter 245.
The Owner consents to the applicability of all regulations and planning authority
of the City that do not interfere with the use of the area for agriculture, wildlife
management or timber, including, but not limited to, development regulations, zoning
regulations, building, mechanical, plumbing, residential, energy and fire codes, building
permit requirements, minimum building standard codes, environmental protection and
compliance and health codes, prohibitions on septic tanks, the gas drilling and production
ordinance and other City regulations as they currently exist or may be enacted in the
future. Owner agrees that any subdivision plat or related development document for the
area filed with a governmental entity having jurisdiction over the property will be in
conformance with the City's most recently adopted Comprehensive Plan. Owner agrees
that any filing that is not in conformance with the City's Comprehensive Plan will not be
deemed a permit for the purposes of the Texas Local Government Code Chapter 245.
The Owner consents to the jurisdiction of the Municipal Court, Boards and
Commissions of the City of Fort Worth for the purpose of enforcing City Codes and
regulations and prosecuting criminal violations of City regulations on the Property.
4. Annexation Upon Subdivision or Change of Use. This Agreement is
void if the Owner fails to continue to use the Property solely for agricultural, wildlife
management or timber use and/or subdivides or develops the Property in any manner that
would require a plat of the subdivision to be filed with any governmental entity having
jurisdiction over the Property. If the Property ceases to be appraised for agricultural,
wildlife management or timber use or if the Owner subdivides the Property as described
in this section, then the City may annex the Property, either in whole or in part, and such
annexation shall be deemed to be with the consent of the Owner.
5. Term. This Agreement shall terminate five (5) years after the Effective
Date or upon annexation of the Property in conformance with this Agreement and/or
Section 43.035 of the Texas Local Government Code, whichever comes first. If at the
end of the initial five (5)_year term, or subsequent terms of this Agreement, the Texas
Local Government Code still requires a development agreement to be offered in lieu of
annexation for properties appraised for ad valorem tax purposes as land for agricultural or
Walton-Rock Creek Ranch Dev. Agmt. 2014 Page 2 of 7
wildlife management use under Subchapter C or D, Chapter 23, Texas Tax Code, or as
timber land under Subchapter E of that chapter} a new development agreement will be
offered by the City. Upon termination, the City may annex the Property, either in whole
or in part or for full or limited purposes, and such annexation shall be deemed to be with
the consent of the Owner.
6. Agreement a Covenant Running With the Land. This Agreement shall
be recorded in the Real Property Records of the applicable county and shall be a covenant
running with the land binding upon all parties having any right, title or interest in the
Property or any part thereof, including their heirs, successors and assigns, and shall inure
to the benefit of the owners of the Property and to the City. This Agreement may not be
revised or amended without the written consent of both parties.
7. Notice of Sale of the Property. Prior to the sale or conveyance of any
portion of the Property, the Owner shall give written notice and a copy of this Agreement
to the prospective purchaser or grantee and shall provide a copy of such disclosure to the
City.
8. Form and Delivery of Notice. Any notice required or permitted under
this Agreement shall be in writing and shall be delivered in hand, by facsimile, or by
registered or certified US mail. If more than one entity is named in this Agreement,
service of any notice on any one of the entities shall be deemed service on all entities.
Any notice so given shall be deemed to have been received when deposited in the United
States mail so addressed with postage prepaid:
CITY:
Fernando Costa, Assistant City Manager
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Facsimile Number: 817-392-6134
OWNER:
c/o Walton Development and Management TX, LLC
1445 Ross Avenue, Suite 4775
Dallas, TX 75202
Attn: Matt Robinson, General Manager
with a copy to:
c/o Walton International Group (USA), Inc.
4800 N. Scottsdale Rd., Suite 4000
Scottsdale, AZ 85251
Attn: Wayne Souza, General Counsel
Walton-Rock Creek Ranch Dev. Agmt. 2014 Page 3 of 7
9. Enforcement. This Agreement may be enforced by Owner or City by any
proceeding at law or in equity. Failure to do so shall not be deemed a waiver to enforce
the Agreement thereafter.
10. Provisions Severable. If any provision contained in this Agreement is
held unconstitutional, invalid or unenforceable, then the remaining provisions shall be
deemed severable and shall remain in full force and effect.
11. Governmental Powers. It is understood that by execution of this
Agreement, the City does not waive or surrender any of its governmental powers.
12. Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
13. Modification of Agreement. This Agreement cannot be modified or
amended without the written consent of all the parties hereto and attached and made a
part of this Agreement.
14. Governing Law and Venue. Venue shall be in the state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Texas, Fort Worth Division and construed in conformity with the provisions of Texas
Local Government Code §43.035.
[signature pages follow]
Walton-Rock Creek Ranch Dev. Agrat. 2014 Page 4 of 7
IN WITNESS WHEREOF, the parties have signed and executed this Agreement
effective as of the date first set forth above.
City:
CITY OF FORT WORTH
�
By: G
Name: Fernando Costa
Title: Assistant City Manager
Approved as to Form and Legality
By: "' 1'40
Name: Melinda Ramos
Title: Assistant City Attorney
ATTEST
°
By: .� a
°
Nam . Mary J. a er °%
Title: City Secretary ��°°1110°°°°°°0
�q S
State of Texas §
County of Tarrant §
This instrument was acknowledged before me on the o2� day of 2014, by
Fernando Costa, Assistant City Manager of the City of Fort Wo a Texas municipal
c oration, on behalf of said corporation.
r
otary Public
EVONIA DANIELS OFFICIAL RECORD
Notary Public,state of Texas
My CC-emission Ex CITY SECRETARY
9l.•....;.tP`�� Pires
July 10, 2017
FT.WORTH,TX
Walton-Rock Creek Ranch Dev.Agmt. 2014 Page 5 of 7
WUSF 4, an Owner:
WUSF 4 ROCK CREEK, LP,
a Texas limited partnership
By: Walton U.S. Land Fund 4, LP,
a Delaware limited partnership,
its Manger
By: WUSF 4 GP, LLC,
a Delaware limited liability company,
its General Partner
By: Walton Land Management(USA), Inc.,
a Delaware corporation its anager
By.
Name: WAYN
Title: AUTHORi V7,UZ
By:
Name: GORDON A.PRICE
Title: AUTHORIZED SIGNATORY
STATE OF ARIZONA )
ss
COUNTY OF MARICOPA )
The foregoing instru ent was acknowledged be re me this Dy of August,
2014, by n. qfA- and drAesn ,
each an Authorized gignatory of Walton Land Management (USA), Inc., a Delaware
corporation and the Manager of WUSF 4 GP, GP, LLC, a Delaware limited liability company
and the General Partner of Walton U.S. Land Fund 4, LP, a Delaware limited partnership and
the Manager of WUSF 4 Rock Creek, LP, a Texas limited partnership, on behalf of said
partnership.
Not4ty Public
My commission expires:
VANESSA CHIZMESITYA
NOTARY PUBLIC-ARIZONA OFFICIAL RECORD
MARICOPA COUNTY
My commission Expires CITY SECRETARY
June 20,2017 FT.WORTH, TX
Walton-Rock Creek Ranch Dev.Agmt. 2014 Page 6 of 7
Walton Texas, an Owner:
WALTON TEXAS, LP,
a Texas limited partnership
By: Walton Texas GP, LLC,
a Texas limited liability company,
its General Partner
By: Walton International Group, Inc.,
a Nevada c oration, v its Ma ger
By:
Name:
Title: AUTHO
By:
Name:
Title: AUTHORIZED SIGNATORY
STATE OF ARIZONA )
ss
COUNTY OF MARICOPA )
The for going ins1rument was acknowledged befo e me this jtd4y of August,
2014, by�, , and
each an Authorized Signatory of Walton International Group, Inc., a Nevada corporation and
the Manager of Walton Texas GP, LLC, a Texas limited liability company and the General
Partner of Walton Texas, LP, a Texas limited partnership, n behalf of said partnership.
No ry ubli
My commission expires:
rNv\e. 2% kr*— VANESSA CHIZMESITYA
NOTARY PUBLIC.ARIZONA
MARICOPA COUNTY
My commission Expires
June 20,2017
After Recording Return to:
City Secretary
City of Fort Worth
1000 Throckmorton Street RECORD
CITY SE
Fort Worth, Texas 76102 l ty F TARP
CCRE
FT.WORTH+TX
Walton-Rock Creek Ranch Dev.Agmt.2014 Page 7 of 7
ANNEXATION EXHIBIT A
BEING A 490.603 ACRE TRACT OF LAND SITUATED IN THE JUAN JOSE ALVIRADO SURVEY,
ABSTRACT NO. 4, THE JOHN H. BOSTICK SURVEY, ABSTRACT NO. 195, THE J.M. MUHLINGHAUS
SURVEY, ABSTRACT NO. 1157, THE J.W. HAYNES SURVEY, ABSTRACT NO. 776 AND THE
STEPHEN B. WILSON SURVEY, ABSTRACT NO. 1676, TARRANT COUNTY, TEXAS AND BEING A
PORTION OF A CALLED 1762.1540 ACRE TRACT OF LAND DESIGNATED AS "TRACT TWO" IN A
WARRANTY DEED FROM CRESTVIEW FARM L.L.C., TO THE STATE OF TEXAS, FOR THE USE
AND BENEFIT OF THE PERMANENT SCHOOL FUND RECORDED IN COUNTY CLERK'S FILE
NUMBER D205348086, OFFICIAL PUBLIC RECORDS OF TARRANT COUNTY, TEXAS,
(O.P.R.T.C.T.), A PORTION OF WHICH WAS CONVEYED BY A DEED WITHOUT WARRANTY TO
WUSF 4 ROCK CREEK, LP, RECORDED IN COUNTY CLERK'S FILE NUMBER D214115889,
O.P.R.T.C.T., SAID 490.603 ACRE TRACT OF LAND BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
BEGINNING AT A 1/2-INCH IRON ROD FOUND FOR AN ANGLE POINT IN SAID 1762.1540 ACRE
TRACT OF LAND AND BEING IN OLD GRANBURY ROAD (COUNTY ROAD NO.1089);
THENCE, OVER AND ACROSS SAID 1762.1540 ACRE TRACT OF LAND, ALONG SAID OLD
GRANBURY ROAD WITH THE MOST EASTERLY LINE OF A CALLED 1,056.26 ACRE TRACT OF
LAND DESCRIBED IN THE CITY OF FORT WORTH ORDINANCE NO. 12194 FOR THE
DISANNEXING AND DISCONTINUING FROM THE CORPORATE LIMITS OF THE CITY OF FORT
WORTH, THE FOLLOWING SIX (5) CALLS;
1. NORTH 89 024'22" EAST, A DISTANCE OF 52.88 FEET TO A POINT FOR CORNER;
2. SOUTH 25°38'30" EAST, A DISTANCE OF 99.54 FEET TO A POINT FOR CORNER;
3. SOUTH 29°53'53" EAST, A DISTANCE OF 1,051.95 FEET TO A POINT FOR CORNER;
4. SOUTH 06°40'02" EAST, A DISTANCE OF 47.25 FEET TO A POINT FOR CORNER;
5. SOUTH 08°56'35" EAST, A DISTANCE OF 753.03 FEET TO THE POINT OF CURVATURE OF
A CURVE TO THE LEFT HAVING A RADIUS POINT WHICH BEARS SOUTH 52°44123" EAST,
A DISTANCE OF 5,849.58 FEET, SAID POINT BEING IN THE CURVING NORTHWESTERLY
RIGHT-OF-WAY LINE OF STATE HIGHWAY 121, ALSO KNOWN AS CHISHOLM TRAIL
PARKWAY(A VARIABLE WIDTH PUBLIC RIGHT-OF-WAY);
THENCE, ALONG THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID STATE HIGHWAY 121,
SOUTHWESTERLY WITH SAID CURVE TO THE LEFT THROUGH A CENTRAL ANGLE OF 34°52'38"
FOR AN ARC DISTANCE OF 3,560.77 FEET, A CHORD BEARING OF SOUTH 19°49'18"WEST AND A
CHORD DISTANCE OF 3,506.05 FEET TO A 5/8-INCH IRON ROD WITH YELLOW PLASTIC CAP
STAMPED "BURY" SET FOR THE NORTHEAST CORNER OF THAT CALLED 226.469 ACRE TRACT
OF LAND DESIGNATED AS "TRACT ONE" IN THE DEED TO CHESAPEAKE LAND DEVELOPMENT
COMPANY, L.L.C. RECORDED IN COUNTY CLERK'S FILE NUMBER D210208370, O.P.R.T.C.T.;
THENCE, ALONG THE NORTHERLY LINE OF SAID 226.469 ACRE TRACT OF LAND, THE
FOLLOWING TWENTY(20) CALLS:
1. NORTH 83°00'43" WEST, A DISTANCE OF 29.52 FEET TO A 5/8-INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "BURY"SET FOR CORNER;
C:\Users\mrobinson\Desktop\0103931 Annexation Desc 8-28-14.docx PAGE 1 of 3
ANNEXATION EXHIBIT A
2. SOUTH 02 019'58" WEST, A DISTANCE OF 15.05 FEET TO A 5/8-INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "BURY"SET FOR CORNER;
3. NORTH 83°00'43" WEST, A DISTANCE OF 136.63 FEET TO A 5/8-INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "BURY"SET FOR CORNER;
4. SOUTH 75 003'04" WEST, A DISTANCE OF 708.63 FEET TO A 5/8-INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "BURY"SET FOR CORNER;
5. NORTH 37 045'16" WEST, A DISTANCE OF 196.71 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
6. NORTH 87°29'11" WEST, A DISTANCE OF 405.68 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
7. NORTH 02°30'49" EAST A DISTANCE OF 34.93 FEET TO A 5/8-INCH IRON ROD FOUND FOR
CORNER;
8. NORTH 48°26'34" WEST, A DISTANCE OF 39.80 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
9. NORTH 87°29'11" WEST, A DISTANCE OF 39.80 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
10. SOUTH 41°33'26" WEST, A DISTANCE OF 34.93 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
11. NORTH 48°26'34" WEST, A DISTANCE OF 443.56 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
12. NORTH 84°16'33" WEST, A DISTANCE OF 449.45 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
13. NORTH 45°40'23" WEST, A DISTANCE OF 659.50 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
14. NORTH 09°30'57" EAST, A DISTANCE OF 707.54 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
15. NORTH 29°41'29" WEST, A DISTANCE OF 867.76 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
16. NORTH 83°07'17"WEST, A DISTANCE OF 1,017.65 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
17. NORTH 41°16'30" WEST, A DISTANCE OF 566.74 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
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ANNEXATION EXHIBIT A
18. NORTH 45°59'43" WEST, A DISTANCE OF 221.65 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
19. NORTH 56°08'47" WEST, A DISTANCE OF 592.62 FEET TO A 5/8-INCH IRON ROD FOUND
FOR CORNER;
20. NORTH 28°05'59" EAST, A DISTANCE OF 1,961.13 FEET TO POINT FOR CORNER IN THE
SOUTH LINE OF THAT CERTAIN TRACT OF LAND DESIGNATED AS "TRACT NUMBER ONE,
PARCEL B" IN THE GIFT DEED TO WESLEY A. DAVIS AND KHRIS DAVIS O'GRADY
RECORDED IN COUNTY CLERK'S FILE NUMBER D212254877, O.P.R.T.C.T. AND FROM
WHICH A 5/8-INCH IRON ROD FOUND BEARS SOUTH 28°02'06"WEST, A DISTANCE OF 0.3
FEET AND ALSO FROM WHICH A 3/4-INCH IRON ROD FOUND FOR THE MOST
NORTHERLY NORTHWEST CORNER OF SAID 226.469 ACRE TRACT OF LAND BEING IN
THE SOUTHEASTERLY LINE OF AN EASEMENT FOR RAILROAD RIGHT-OF-WAY TO THE
GULF, COLORADO AND SANTA FE RAILWAY COMPANY RECORDED IN VOLUME 3142,
PAGE 73, D.R.T.C.T., BEARS SOUTH 89°38'04"WEST, A DISTANCE OF 312.89 FEET;
THENCE, NORTH 89°38'04" EAST ALONG THE COMMON LINE OF SAID 1762.1540 ACRE TRACT OF
LAND AND SAID PARCEL B, A DISTANCE OF 835.75 FEET TO A 5/8-INCH IRON ROD WITH
YELLOW PLASTIC CAP STAMPED "BURY" SET FOR THE SOUTHEAST CORNER OF SAID PARCEL
B, SAME BEING THE SOUTHWEST CORNER OF THAT CERTAIN TRACT OF LAND DESIGNATED
AS "TRACT NUMBER ONE, PARCEL A" IN SAID GIFT DEED TO WESLEY A. DAVIS AND KHRIS
DAVIS O'GRADY RECORDED IN COUNTY CLERK'S FILE NUMBER D212254877, O.P.R.T.C.T.;
THENCE, NORTH 89°24'22" EAST ALONG THE COMMON LINE OF SAID 1762.1540 ACRE TRACT OF
LAND AND SAID PARCEL A, A DISTANCE OF 3,753.40 FEET TO THE POINT OF BEGINNING
CONTAINING A COMPUTED AREA OF 21,370,650 SQUARE FEET OR 490.603 ACRES OF LAND,
MORE OR LESS.
NOTES:
THE BEARINGS CALLED FOR HEREIN ARE REFERENCED TO THE TEXAS STATE PLANE
COORDINATE SYSTEM (NORTH CENTRAL ZONE, NAD 83) BASED ON LEICA GEOSYSTEMS
NORTH TEXAS SMARTNET NETWORK, DISTANCES ADJUSTED TO SURFACE USING AN
AVERAGE COMBINED SCALE FACTOR OF 1.00012
THIS DOCUMENT WAS PREPARED UNDER 22 TAC §663.21, PORTIONS OF THIS
DESCRIPTION DO NOT REFLECT THE RESULTS OF AN ON THE GROUND SURVEY, AND
IS NOT TO BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY
EXCEPT THOSE RIGHTS AND INTERESTS IMPLIED OR ESTABLISHED BY THE
CREATION OR RECONFIGURATION OF THE BOUNDARY OF THE POLITICAL
SUBDIVISION FOR WHICH IT WAS PREPARED.
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Project Case # AX-14-002
Rock Creek Ranch - approximately 491 acres Exhibit B
Property Subject to Development Agreement
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