HomeMy WebLinkAboutContract 32901 CITY
CON RACT NNO. 1(y 1
MEMORANDUM OF BUY-OUT OPTION CONTRACT
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF DENTON §
This Memorandum of Buy-Out Option Contract ("Memorandum") is effective as of
December 21. 2005, by and among APERION COMMUNITIES, LLLP, ELADIO
PROPERTIES, LLLP AND DROOY PROPERTIES, LLLP, Arizona limited liability limited
partnerships; AQUA UTILITIES, INC., a Texas corporation, and CITY OF FORT WORTH
MUNICIPAL UTILITY DISTRICT NO. 1 OF DENTON COUNTY, a municipal utility district
created pursuant to Article XVI, Section 59, of the Texas Constitution, Chapters 49 and 54 of the
Texas Water Code, and Chapter 8129, Special District Local Laws Code (collectively, "Seller"),
and THE CITY OF FORT WORTH, a home-rule corporation of Tarrant, Denton, and Wise
Counties, Texas ("Purchaser').
A. Under that certain Buy-Out Option Contract dated as of December 21, 2005
("Contract'), Seller has granted Purchaser the option ("Option") to purchase certain land,
improvements, easements, account records, plans, and other associated property ("Pro a ")
related to the provision of water and wastewater utility service to, and located within,that certain
real property development consisting of approximately 431.303 acres of land in Denton County,
Texas, as more particularly described on EXHIBIT "A" attached hereto ("Development"). The
period during which Purchaser may exercise the Option begins at any time (and from time to
time) after the earlier of: (i) December 21, 2022; or (ii) 90 days before the date of annexation of
the Development by the City, such that Closing will occur upon or after annexation, if the City
annexes the Development during the period between December 21, 2020 and December 20,
2022, but in any event, Purchaser must exercise the Option (if at all) on or before December 21,
2035 ("Oi)tion Period"). Purchaser's exercise of the Option is governed by the terms and
conditions of the Contract.
B. Seller and Purchaser are executing, acknowledging, and recording this
Memorandum to provide public notice of the existence of the Contract and of the Option that
exists in Purchaser's favor to purchase the Property in the Development under the terms and
conditions of the Contract.
C. Seller and Purchaser do not intend by this Memorandum — and nothing in this
Memorandum may be deemed—to alter, amend or otherwise affect the terms or conditions of the
Contract.
�� ^oU W
EFFECTIVE as of the date set forth above.
SELLER
APERION COMMUNITIES, LLLP
By:
David P. Maniatis, General Partner
ELADIO PROPERTIES LLLP
By:
David P. Maniatis, General Partner
DROOY PROPERTIES, LLLP
By:
David P. Maniatis, General Partner
AQUA UTILITIES, INC.,
a Texas o atio
,7By: -/,/,
Name: o Q r Z&A/ra-r,
Title: n q 0-10-TO7'cer
CITY OF FORT WORTH MUNICIPAL
UTILITY DISTRICT NO. 1 OF DENTON
COUNTY
By:
Name: M i chcXeA S c1 l i n
Title: Vice Presi dcn+
PURCHASER
ATTEST: THE CITY OF FORT WO
nc� agt)w�� -�-
Printed Name: By:
City Secretary
Name: Mac A. Ott
A"Istant City Manager
APPROVED AS TO FORM Title:
AND LEQ2;LITY:
e
A ' tant orney
contract Authorixatiol2
Date
Pi
fs '. uU9 its
STATE OF 4jc2n10c( §
COUNTY OF §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
bUid '? m cin-)r a Vi S as e of APERION COMMUNITIES,
LLLP, a Ar,7,o,�oL LGL t' , on behalf of said partnership, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he or she executed the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the qday of
.
ldekaki�—=
Notary Public, State of ARI z.oA.0,._
14"M fr i 47P-m— l
Notary's Typed or Printed Name
My Commission expires: !D 1��05�
OFFICIAL SEAL
KIM MITCHELL
Notmy Pu*-Stab ofAmory
STATE OF A t Zn ia� § �_ . " COWN
Mr MOCOPA
� ocoer 14,2ooe
COUNTY OF §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
`{may f(i of ELADIO PROPERTIES
LLLP, a AJ,L,zoA-xap , on behalf of said partnership, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he or she executed the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ( day of
1)Prew heK , 2005-. 4-L
Notary Public, State of Texas- tlr-izoA oa_
gim f 40ht?l
Notary's Typed or Printed Name
My Commission expires: OFFICIAL SEAL
KIM MITCHELL
Notary Pubic•Stale of Armona
MARKMPA 00I.W Y
My Corrin.Expires October t4,2008
Ff lCl jiil H,C'D iD
�vI CEEIAL,Pv
STATE OF r ;z6nY §
COUNTY OF §
BEFORE ME, T�L?E UNDERSIGNEDAUTHORITY, on this day personally appeared
i'rA K3 t as ; i of DROOY PROPERTIES,
LLLP, a a i Z qtv- at p partnership, on behalf of said partnership, known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and acknowledged to
me that he or she executed the same for the purposes and consideration therein expressed, in the
capacity therein stated, and as the act and deed of said partnership.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the / day of
P Cam j-�o-9: 20
44h��--
Notary Public, State of Te- a )qi! i z 0/1)'--A,_
9 m M 4ah{P 1 1
Notary's Typed or Printed Name
My Commission expires:
OFFICIAL SEAL
KIM MITCHELL
Notary Pti*.State of Anton
COLOM
THE STATE OF TEXAS § W can"EomAOcbW ia,2008
COUNTY OF is _ §
BEFORE ME, theund= g ed, a No ublic i -and for the said County and State, on
this day personally appeared Y' , known to me
to be the person and officer whose name is subscribed the foregoing Memorandum of Option,
and acknowledged to me that the same was the act of Aqua Utilities, Inc., a Texas corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this t day of r'
20_
Notary Public in and fo a State of Texas
My Commission expi I?.LLQ,/ J-),
(o`4
rePubliLINDA B.LEATHERWOOD Notary c,State of Texas* MY CaWnWM Expires
„ �.+ JAN:21,2008
N ,7+-/ 1 i`r i„+.elf• .
r^ U
THE STATE OF TEXAS §
COUNTY OF D Pi LLH-S §
BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on
this day personally appeared l $o lin I V'ICe— Prtsl d cnt , known to me
to be the person and officer whose name is subscribed to the foregoing Memorandum of Option
and acknowledged to me that the same was the act of City of Fort Worth Municipal Utility
District No. 1 of Denton County.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of M ay ,
20 ~:
' r ` LESLIE A.CODE a- CQ(LQ
Nom pubk,Slate d Texas
µy fib„EON toMIG Notary Public in and for the State of Texas
ECF My Commission expires:
STATE OF TEXAS §
COUNTY OF TARR.ANT §
This Memorandum of Option was acknowledged before me on the �"4 day of
201& by a Assistant City Manager of The City of Fort
Worth, Texas home-rule municipal corpora ion of Tarrant, Denton, and Wise Counties, on
behalf of that municipal corporation.
-T Notary Public for the State of Texas
1 HETTIE LANE Notary's Printed Name: Azr,,_�
Mr COMMISSION EXPIRES
July 26,2007 My Commission Expires: o 17—,,U-o
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Exhibit A
Legal Description of the Development
BEING a 431.303 acre tract of land comprised of two separate tracts of land in the G. Cardinas
Survey, Abstract No. 214, situated in Denton County, Texas and being a combination of that
tract conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 of the
Real Property Records of Denton County, Texas (RPRDCT), a portion of those tracts conveyed
to Aperion Communities, L.L.L.P. by deed recorded under County Clerk's File No. 2004-11913
RPRDCT (Aperion Tract One-A and Aperion Tract One-B) and a portion of that tract conveyed
to Nancy Talley Reynolds, et al, by deed recorded in Volume 2301, Page 223 RPRDCT and
being more particularly described as follows:
Tract 1
BEGINNING at a capped 5/8" iron pin found, said iron pin also being on the north right-of-way
line of State Highway No. 114, said iron pin also being on the west line of said Alliance 161
Investments tract, said iron pin also being on the east line of a tract conveyed to Betty Marie
McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
THENCE N OOE32'36" W along the west line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in Volume 2906, Page 363 RPRDCT, a distance of
3701.24 feet to a 3/8" iron pin found;
THENCE N 89E39'59" E along the north line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in Volume 2906, Page 363 RPRDCT, a distance of
1826.89 feet to a 1/2" iron pin found, said iron pin also being on the west line of said Aperion
Tract One-A;
THENCE N OOE2244" W along the east line of said McIntyre, et al, tract recorded in Volume
2906, Page 363 RPRDCT, and the west line of said Aperion Tract One-A, a distance of 1294.80
feet to a capped 1/2" iron pin set;
THENCE S 86E14'27" E, a distance of 222.13 feet to a capped 1/2" iron pin set;
THENCE S 52E34'22" E, a distance of 867.86 feet to a capped 1/2" iron pin set;
THENCE S 44E08'03" E, a distance of 999.82 feet to a capped 1/2" iron pin set;
THENCE S 65E58'36" E, a distance of 1029.92 feet to a capped 1/2" iron pin set;
THENCE N 90E00'00" E, a distance of 773.31 feet to a capped 1/2" iron pin set; said capped
1/2" iron pin set also being on the east line of said Aperion Tract One-A and the west line of that
tract conveyed to Ferbro Investments, LLC by deed recorded under County Clerk's File No. 97-
0003605 RPRDCT;
r.c,
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Exhibit A Pie`1�'
THENCE S OOE0T20" E along the east line of said Aperion Tract One-A and the west line of
said Ferbro Investments tract, a distance of 857.55 feet to a 1/2" iron pin found, said iron pin
being on the northwesterly line of a tract conveyed to The Atchison, Topeka and Santa Fe
Railway Company by deed recorded under County Clerk's File No. 93-R0020408 RPRDCT;
THENCE S 44E23'02" W along the east line of said Aperion Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa Fe Railway Company tract a distance of 2256.14 feet to
a 5/8" iron pin found;
THENCE N 47E.15'51" W along the east line of said Aperion Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 24.73 feet to a
5/8" iron pin found;
THENCE S 44E27'42" W along the east line of said Aperion Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 1121.43 feet to
a brass monument in concrete found, said brass monument also being on the said north right-of-
way line of State Highway No.114;
THENCE S 89E4736" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 286.33 feet to a brass monument in concrete
found;
THENCE S 84E30'09" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 703.04 feet to a brass monument in concrete
found;
THENCE S 89E48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 1249.97 feet to a capped 1/2" iron pin set;
THENCE N 00E 11'12" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89E48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 250.00 feet to a capped 1/2" iron pin set;
THENCE S OOE11'12" E along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 15.00 feet to a capped 1/2" iron pin set;
THENCE S 89E48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No.114, a distance of 238.28 feet to the Point of Beginning and
containing 16,728,840 square feet or 384.041 acres of land,more or less.
Tract 2
BEGINNING at a brass monument in concrete found, said brass monument also being on the
south line of said Aperion Tract One-B, said brass monument also being on the north rig ht-of-_
way line of State Highway No. 114, said brass monument also being on the wes line of a tra V,„
Exhibit A v
I
conveyed to Ferbro Investments by deed recorded under County Clerk's File No. 97-0003605
RPRDCT
THENCE S 89E46'48" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No.114, a distance of 1072.97 feet to a brass monument in
concrete found;
THENCE N 86E29'44" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No.114, a distance of 900.20 feet to a brass monument in concrete
found, said brass monument also being on the southeasterly line of a tract conveyed to The
Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's File
No. 93-R0020408 RPRDCT;
THENCE N 44E26'3I" E along the west line of said Aperion Tract One-B and the southeasterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 2809.53 feet to
a 5/8" iron pin found, said iron pin also being on the west line of said Ferbro Investments tract;
THENCE S OOE07'09" E along the east line of said Aperion Tract One-B and the west line of
said Ferbro Investments tract, a distance of 2056.80 feet to the Point of Beginning and containing
2,058,725 square feet or 47.262 acres of land,more or less.
UON
Exhibit A
U I�
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Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/13/2005
DATE: Tuesday, December 13, 2005
LOG NAME: 60TRADITION REFERENCE NO.: C-21198
SUBJECT:
Approval of Strategic Partnership Agreement, Development Agreement, Tradition Project Special
Regulations Agreement, and Agreements Concerning Water and Wastewater Service for the First
Phase of the Tradition Development
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager or a designee to execute the following
agreements:
1. Strategic Partnership Agreement between the City and Fort Worth Municipal Utility District No. 1 of
Denton County (the "District");
2. Development Agreement between the City and Aperion Communities, LLLP, Eladio Properties, LLLP
and Drooy Properties, LLLP ("AED");
3. Tradition Project Special Regulations Agreement between the City and AED;
4. Superseding Agreement Regarding Water and Wastewater Utility Service between the City, Aqua
Utilities, Inc., AED and the District;
5. Buy-Out Option Contract between the City, Aqua Utilities, Inc., AED and the District;
6. Memorandum of the Buy-Out Option Contract;
7. Agreement for Sale of Treated Water between the City and Aqua Utilities, Inc.; and
8. Wholesale Wastewater Service Agreement between the City and Aqua Utilities, Inc.
DISCUSSION:
AED owns and intends to develop approximately 2,663 acres in Denton County in Fort Worth's
extraterritorial jurisdiction as a mixed-use development to be known as "Tradition AED intends to develop
the southernmost 431 acres as the first phase (the "Development") and has requested that the City Council
consent to creation of a municipal utility district over the Development. (M & C C-21197).
The documents listed above, which have been provided to the City Council and are available for public
inspection and copying in the City Secretary's Office, can be summarized as follows:
The Strategic Partnership Agreement authorizes the City to annex approximately 107 acres within the
Development designated for commercial development for the limited purpose of imposing sales and use
tax. The agreement provides that the City and the District will divide the sales tax proceeds equally for the
first 19 years after annexation. The City's share will increase to 75% in year 19.
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/1/2007
Page 2 of 2
The Development Agreement provides for the enforcement of municipal building codes and establishes
land use and development regulations for the Development. Special Regulations, which govern design
issues such as block lengths and street, right-of-way and sidewalk widths, are attached to the agreement as
Exhibit E.
The Tradition Project Special Regulations Agreement provides that the Special Regulations attached to the
Development Agreement as Exhibit E will be deemed to be incorporated in any other development
agreements for the remainder of Tradition for the next 10 years. The agreement recognizes that approval of
any future development agreements for Tradition is within the sole discretion of the City Council.
The five remaining agreements identified as items 4 through 8 above relate to utility service for the
Development. Aqua Utilities will provide the retail water and wastewater service to customers within the
Development through an operations contract with the District which will finance and own the facilities. The
agreements provide for the City to sell treated water service and wastewater service to Aqua Utilities. The
City has the option to purchase the water and wastewater facilities in the Development from Aqua Utilities
for $10 and to become the retail provider at any time after 17 years and within 15 to 17 years if the City
annexes during that period.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of this Agreement will not require the expenditure of City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Marc Ott (8476)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: S. Frank Crumb (8207)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 8/1/2007
COATS � ROSE
LESLIE ANNE CODE Icode®coatsrose.com
Direct Dial
(972)982-8457
Facsimile
(972)982-8451
June 19, 2007
VIA COURIER
Ms. Allison Gray
Senior Planner, City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Re: Tradition Municipal Utility District No. 1 of Denton County f/k/a
City of Fort Worth Municipal Utility District No. 1 of Denton County
Dear Ms. Gray:
Enclosed please find the following fully executed original documents:
1. Buy-Out Option Contract (7 originals);
2. Memorandum of Buy-Out Option Contract (8 originals);
3. Superseding Agreement Regarding Water and Wastewater Utility Service (6
originals); and
4. Agreement Concerning Creation and operation of City of Fort Worth Municipal
Utility District No. 1 of Denton County (4 originals)
I have retained one original of each of the documents above for the Districts records.
On a related matter, the District conducted its first public hearing on the Strategic
Partnership Agreement on May 31, 2007 and we are currently scheduling the next hearing. I will
advise you of the date of the hearing once we have it confirmed.
Thank you for your assistance in this matter and please feel free to contact me if you have
any questions.
Sincerely, (' (� e
UAj ')a _Q_(0-f
Leslie Anne Code
Legal Assistant
Enclosures
COATS I ROSE I YALE I RYMAN I LEE
A Professional Corporation
Two Lincoln Centre,5420 LBJ Freeway,Suite 1300 Dallas,Texas 75240
Phone:972-982-8450 Fax:972-982-8451
Web:www.coatsrose.com
970281.1/005743.000007/L CODE