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TRADITION MrUNTCIPAL UTILITY DISTRICT NO. I OF DENTON COUNTY
This Amended Creation and Operation Agreement for Tradition Municipal Utility
District No. 1 of Denton County (this "Agreement") is entered into by the City of Fort Worth,
Texas, a home-rule municipal corporation situated in Tarrant, Denton, Johnson, Parker and Wise
Counties, Texas (the "City"), acting by and through its duly authorized Assistant City Manager,
and Tradition 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, Texas Special District Local Laws Code (the "District"),
effective January 12, 2016 (the "Effective Date").
ARTICLE I
RECITALS
A. SLF IV-114 Assemblage, L.P., a Texas limited partnership ("Owner" or
"Stratford") is the owner of approximately 431.303 acres in Denton County, Texas, as shown on
Exhibit A and described in Exhibit R attached to this Agreement (the "Property"). `1'he Property
lies entirely in the City's extraterritorial jurisdiction ("ETJ") and within the boundaries of the
District,
B. The "Texas Legislature approved the creation of the District (originally known as
City of Port Worth Municipal Utility District No. I of Denton County) by Act of May 25, 2005,
79" Legislature, Regular Session, Chapter 1330, codified as Special District Local Laws Code,
Chapter 8129, effective September 1, 2005 (the "District Legislation)",
C. An election confirming creation of the District was conducted on May 12, 2007, the
results of which were canvassed by the District's Board of Directors on May 16,2007.
D. The City, the District, and the previous ow-ners of the Property, Aperion
Communities, LLLP, Eiadio Properties, LLLP, and Drooy Properties, LLLP, entered into that
certain Agreement Concerning Creation and Operation of City of Fort Worth Municipal Utility
District No. 1 effective December 13, 2005 (Mayor and Council Communication C-21197, City
Secretary Contract No. 32896) (the "Original Creation Agreement").
E. When the Original Creation Agreement was executed, the Property was located in
an arca for which Aqua Utilities, Inc., a Texas corporation ("Aqua Texas"), held Certificate of
Convenience and Necessity ("CCN") No. 13120 (formerly 11157) issued by the Texas
Commission on Environmental Quality (the "TCE ") to provide retail water service. Aqua
Utilities subsequently expanded its wastewater CCN No. 21059 (formerly 20453) to include the
Property.
I.. The Public Utility Commission of "texas ("PUC") entered orders releasing the
Property from Aqua Texas' water CCN, Docket No. 44667, and Aqua Texas' sewer CCN, Docket
No. 44668, on September 11, 2015.
Amended Creation and Operation Agreement (or
Tradition Municipa it I_tility District No. 1 of Denton County—Page I
�Uo [v''<[rov `��
G. The PUC entered an order dated December 10, 2015, Docket No. 45244,
determining that no compensation is owed to Aqua Texas for the Property that was covered by
the Aqua Texas water and sewer CCN's.
H. The City's Water Department issued a "will serve" letter to Owner dated March
17, 2015, confirming that the City will provide retail water and sewer service to the Property on
the terms set out in such letter.
I. It is advisable to amend the Original Creation Agreement with respect to water
and wastewater service to the Property and to make other revisions consistent with Stratford's
plans for development of the Property by Stratford or its assigns or successors, including future
owners and developers.
J. '['his Agreement supersedes and replaces the Original Creation Agreement in its
entirety.
NOW TIIEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
ARTICLE II
DEFINITIONS
"Attorney General"means the Attorney General of the State of Texas.
"Board" means the Board of Directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or other
instrument evidencing a proportionate interest in payments, due to be paid by the District, or (b)
any other type of obligation that (1) is issued or incurred by the District under the District's
borrowing power, without regard to whether it is subject to annual appropriation, and (2) is
represented by an instrument issued in bearer or registered form or is not represented by an
instreunent but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"Bond Limit Amount" means the maximum amount of Bonds, excluding refunding Bonds, that
may be issued by the District pursuant to Section 4.04 of this Agreement.
"City Objection" means an objection by the City to a Bond issue as defined in Section 4.10 of
this Agreement.
"Consent Resolution." means Resolution No. 3176-03-2005 adopted by the City Council on
March 24, 2005, approving this Agreement and consenting to creation of the District and
undertaking the Road Project.
Amended Creation and Operation Agreement(dr
fradition Municipal Utility District No. I of Denton County—Page 2
"Development Agreement" means that certain Development Agreement between the City and
SLI~ IV -- 114 Assemblage, L.P. dated January 12, 2016 (City Secretary Contract No.iqq—V
superseding that certain Development Agreement between the City and Aperion Communities,
LLLP, lladio Properties, LLLP, and Drooy Properties, LLLP dated December 21, 2005 (City
Secretary Contract No. 32897).
"Finance Director" means the Director of the City's Finance Department.
"Notice"means notice as defined in Section 11.01 of this Agreement.
"Original Creation Agreement" means that certain Agreement Concerning Creation and
Operation of City of Fort Worth Municipal Utility District No. 1 of Denton County entered into
by the City and the previous owners of the Property, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, effective December 21, 2005 (Mayor and
Council Communication C-21197, City Secretary Contract No. 32896).
"Party"means the City or the District.
"I'ropertv" means that certain 431.303-acre tract located in Denton County, Texas as shown on
Exhibit A and described on Exhibit B.
"PLIC" rneans the Public Utility Commission of Texas or its successor state agency.
"'Road Project" means the construction, acquisition, improvement, maintenance, and operation of
all macadamized, graveled, or paved roads and turnpikes and improvements in aid of such roads
and turnpikes located within the District and shown on any final plat approved by the City's Plan
Commission for the Property.
"Strategic Partnership Agreement" means an agreement pursuant to Section 43.0751 of the Texas
Local Government Code in substantially the form attached hereto as Exhibit E. which will
supersede that certain Strategic Partnership Agreement between the City of Fort Worth, Texas
and Foil Worth Municipal Utility District No. 1 of Denton County dated August 7, 2007 (City
Secretary Contract No. 35626).
means the Texas Commission on I nvironmental Quality or its successor state agency.
ARTICLE III
CI`I"Y CONSENTS; EXECUTION OF I)OC.UMENTS
3.01 City Consents. The City reaffirms its consents to (a) the creation of the District
over the Property; and (b) the District's undertaking of the Road Project.
3.02 Execution of Documents. The Board shall approve, execute, and deliver to the
City the following documents:
Amended Creation and Operation Agreement for
Tradition Municipal Utility District No. t of Denten County--Nage 3
(a) On or before April 10, 2016, the District shall deliver to the City a joinder
instrument by which the District shall confirm and adopt the applicable terms and
provisions of the Development Agreement, in substantially the form attached hereto
as Exhibit D (the "Joinder Agreement").
(b) The District shall deliver to the City the Strategic Partnership Agreement in
substantially the form attached hereto as Exhibit E, adopted in conformance with
the procedures for notice and hearing set out in Section 43.0751, 'Texas Local
Government Code, within ninety(90) days after the City approves such agreement.
ARTICLE IV
ISSUANCE OF BONDS AND CONSENT TO ROAD PROJECT
4.01 Issuance of Bonds. The District may issue Bonds as permitted by law and this
Agreement. Except as authorized by this Agreement, the District shall not issue Bonds without
prior approval of the City Council.
4.02 Put loses. The purposes for which the District may issue Bonds shall be restricted
to the following:
(a) Purchase, construction, acquisition, repair, extension and improvement of land,
casements, works, improvements, facilities, plants, equipment, and appliances
necessary to:
(i) Provide a water supply for the District for municipal, domestic, and
commercial uses;
(ii) Collect, transport, process, dispose of, and control all domestic,
commercial, industrial, or communal wastes from the District, whether in
fluid, solid, or composite state;
(iii) Gather, conduct, divert, and control local storm water or other local
harmful excesses of water in the District; and
(iv) Undertake the Road Project as set forth in Section 4.04:
(b) Payment of organization expenses, initial operation expenses, cost of issuance,
interest during construction and capitalized interest;
(c) Establishment, operation, and maintenance of a Fire department to perform fire-
fighting services within the District; and
(d) Refunding of any outstanding Bonds of the District for a debt service savings;
provided, however, that any such refunding Bonds otherwise satisfy the
requirements of this Agreement.
Amended Creation and Operation Agreement for
"tradition iv4unicipal Utility District No. I of Denton County—Page 4
4.03 Limitations on Bonds. The District acknowledges that but for this Agreement,
pursuant to Section 54.016 of'the Water Code, the City's consent to inclusion of the Property
within the District could include restrictions on the purposes for which the District may issue
Bonds and that those restrictions could entirely prohibit issuance of Bonds for roads. The
District also acknowledges that Section 8129.102(c) of the District Legislation provides that the
District may not undertake a road project unless the City consents by ordinance or resolution.
4.04 Road Project. Notwithstanding the restrictions otherwise permitted by Section
54.016 of the Water Code (as referenced in Section 4.03 of this Agreement), the City
acknowledges that the District has the power to undertake the Road Project within the District in
accordance with Section 8129.102(c.) of the District Legislation and that the City has consented
to the Road Project by adoption of the Consent Resolution, subject to the terms of this
Agreement. This Agreement hereby authorizes and further consents to the District undertaking
the Road Project within the District and to the issuance by the District of Bonds for the Road
Project. In consideration for the City's consent to the Road Project, the District agrees that the
total amount of Bonds issued by the District for all purposes (excluding refunding Bonds) shall
not exceed $98,183,379, less the amount of funds expended by the District pursuant to Sections
4.03(x), (b) and (c) of the Strategic Partnership Agreement for any of the authorized purposes
listed in Section 4.02 (the "Bond Limit Amount"), unless specifically approved by the City
Council. The District acknowledges that the Bond Limit Amount is sufficient to accomplish the
purposes of the District and that the District has voluntarily agreed to the Bond Limit Amount in
consideration for the City's consent to the Road Project. District Iacilitics, if any, the cost of
which exceeds the Bond Limit Amount will be dedicated to the District without reimbursement
unless otherwise approved by the City Council.
4.05 Bond Requirements. The District shall obtain all necessary authorizations for
Bonds issued to finance the acquisition or construction of facilities and infrastructure for the
benefit of the District in accordance with this Agreement and laws applicable to the District. All
Bonds issued by the District shall comply with the following requirements:
(a) Maximum maturity of 25 years for any one series of Bonds; and
(b) Interest rate that does not exceed three percent (3%) above the highest average
interest rate reported by the Daily Bond Buyer in its weekly"20 Bond hidex" during
the one month period immediately preceding the date that the notice of the sale of
such Bonds is given; and
(c) The Bonds shall expressly provide that the District shall reserve the right to redeem
Bonds at any time beginning not later than the tenth (10th) anniversary of the date
of issuance, without premium. No variable rate Bonds shall be issued by the
District Nvithout City Council approval; and
(d) Any refunding Bonds of the District must provide for a minimum of three percent
(3%) present value savings and, further, must provide that the latest maturity of the
refunding Bonds may not extend beyond the latest maturity of the refunded Bonds
unless approved by the City Council; and
Amended Creation and Operation Agreement for
Tradition Municipal Utility District No, T of Denton County--Page 5
(e) No Bonds shall be issued having an issuance date more than fifteen (I5) years after
the Effective Date without the City's written approval.
4.06 Certifications. With respect to any matter required by this Article IV to be
certified in writing, this Agreement also requires, and the District hereby warrants, that every
statement in anv certification shall be true and correct in all material respects and that the person
signing the certification has been given the requisite authority to do so on behalf'of the District.
4.07 Economic Feasibility. Before submission of an application for approval of
issuance of Bonds to the TCEQ or the Attorney General, the District's financial advisor shall
certify in writing to the City Secretary, City Manager, and Finance Director that the Bonds are
being issued within the then-current economic feasibility guidelines established by the "TCEQ or
the Attorney General, as applicable, for districts issuing bonds for water, sewer, drainage or road
facilities in Denton County.
4.08 Notice of Bond Issues. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ or the Attorney General, whichever
occurs first, the District shall deliver to the City Secretary, City Manager, and Finance Director
the certification required by Section 4.07 and Notice containing: (a) the amount of Bonds being
proposed for issuance; (b) a description of the projects to be funded and/or the Bonds to be
refunded by such Bonds; (c) the proposed debt service schedule and District tax rate after
issuance of the Bonds; and (d) cumulative debt service schedule including all bonds issued by
the District. If the District is not required to obtain TCEQ approval of the issuance of the
Bonds, the District shall deliver such certification and Notice to the City Secretary, City
Manager, and Finance Director at least sixty (60) days prior to issuance of Bonds, except
refunding Bonds, by the District.
4,09 Compliance with Atreements. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ or the Attorney General, whichever
occurs first, the District shall certify in writing to the City Secretary, City Manager, and Finance
Director that the District is not in breach of any material provision of the Consent Resolution;
this Agreement, or the Strategic Partnership Agreement. Material provisions include, but are not
limited to, Sections 4.01, 4.02, 4.04, 4.05 and 4.06 and Articles VI and VII.
4.10 Bond Objections. The City shall have a period of sixty (60) days after receiving
the last of the certifications and Notices required by Sections 4.08 and 4.09 of this Agreement
within which to object to the Bonds. If the City fails to object to a proposed Bond issue within
such 60-day period, the City shall be deemed to have waived all objections. The only basis for
an objection by the City to a proposed Bond issue shall be that the District is in default of a
material provision of the Consent Resolution, this Agreement or the Strategic Partnership
Agreement. If the City objects to a proposed Bond issue (a"City Objection"), such objection (a)
shall be in writing, (b) shall be given to the District; (e) shall be signed by the City Manager or
the City Manager's designee, and (d) shall specifically identify the material provision(s) of the
Consent Resolution, this Agreement, or the Strategic Partnership Agreement for which the
District is in default. It shall not be a basis for a City Objection that the City disagrees with the
District's financial advisor as to the financial feasibility of the Bonds so long as the proposed
Amended Creation and operation Agreement 1br
Tradition ti4unicipal Utility District No. 1 of Denton County—Page 6
Bonds are approved by the TCEQ, the Attorney General, or successor goveriunental agency. If
approval from the TCEQ or the Attorney General is not required, the City reserves the right to
object to the financial feasibility of the Bonds. In the event a City Objection is timely given to
the District (as required by this section) with respect to a specific Bond application, the City and
the District shall cooperate to resolve the City Objection within a reasonable time, and the Bond
application to which the City Objection applies shall be delayed until the City Objection has
been cured or waived. Unless otherwise cured by written agreement of the Parties, a City
Objection shall be deemed cured if(x) the District files a petition seeking declaratory judgment
in state district court, (y) thirty (30) days before filing the petition the District gives the City
Attorney and the City Manager Notice of; and `naives any objections to the City's right to
intervene in, such a declaratory judgment action, and (z) the district court determines that the
District is not in default with respect to any material provision of the Consent Resolution, this
Agreement, or the Strategic Partnership Agreement or, alternatively, finds that if such a default
had previously occurred, the default has been cured. A City Objection may be waived by the
City at any time.
4.11 Official Statements. Within thirty (30) days after the District closes the sale of
each series of Bonds, the District shall deliver to the City Secretary, Cit} Manager, and Finance
Director a copy of the final official statement for such series of Bonds. Ii' the City requests
additional information regarding such issuance of the Bonds, the District shall promptly provide
such information at no cost to the City.
ARTICLE V
REPORTING REQUIREMENTS
The District shall: (a) send a copy of each order or other action setting an ad valorem tax
rate to the City Secretary, City Manager, and Finance Director within thirty (30) days after the
District adopts the rate; (b) send a copy of each annual audit to the City Secretary, City Manager,
and Finance Director within thirty (30) days after approval by the Board; and (c) provide copies
of any material event notices tiled under applicable federal securities laws or regulations to the
City Secretary, City Manager, and Finance Director within thirty (30) days after filing such
notices with the applicable federal agency.
ARTICLE. VI
AREA OF,AND LIMITATIONS ON, SERVICE
The District shall not sell or deliver services to areas outside the District without prior
City Council approval; provided, however, the District may serve a maximum of ten (10) retail
residential water connections outside the District with the Water Director's written approval.
ARTICLE VTI
CONVERSION, ANNEXATION OR DISANNEXATION BY DISTRICT
The District shall not: (a) annex any additional lands to the District; (b) convert into
another type of district, (c) consolidate with another district; (d) divide into two or more new
Amended Creation and Operation Agreement for
Tradition Municipal utility District No. I of Denton County— Page 7
districts; or (e) seek additional governmental powers beyond those in the District Legislation
without prior City Council approval.
ARTICLE VIII
ANNEXA'T'ION OF DISTRICT BY CITY
8.01 General 'terms. The Parties acknowledge and agree that the Property lies wholly
within the City's ETJ; is not bordered by another city, town, or village; and is not currently
included in the City's annexation plan. The Parties further acknowledge that the creation of the
District, and the City's consent thereto, are for purposes that include promoting the orderly
development and extension of City services to the Property upon annexation.
8.02 Incoit)oration. In furtherance of the purposes of this Agreement, the District
covenants and agrees to the extent allowed by law that, except upon written consent of the City
Council, the District will not (a) seek or support any effort to incorporate the Property or any
part thereof; or (b) sign, join in, associate with, or direct to be signed any petition seeking to
incorporate any of the Property or seeking to include any of the Property within the boundaries
of any other incorporated entity.
3.03 Notice. Within thirty (30) days after the Effective Date, the District shall file in
the real property records of Denton County a notice in the form of Exhibit C attached to this
Agreement stating that the City has the authority to annex the District subject to the limitations
set forth in Section 8.05. This notice shall be in addition to the notice required under Section
49.452 of the Texas Water Code.
8.04 Annexation of Portions of Property. The District agrees to cooperate with and
assist the City in annexing one or more areas in the manner prescribed by law which does not
result in the dissolution of the 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 the District and that the City
intends to annex. Notwithstanding the zoning designation approved for the annexed area, such
area can be developed and used in accordance with the Development .Agreement.
3.05 Full Purpose Annexation. The City will not annex the Property for frill purposes
am- earlier than the first to occur of (a) the date that construction of water, sanitary sewer,
drainage and road facilities to serve 90% of the Property is complete; (b) dissolution of the
District (other than as the result of annexation by the City); or (c) January 12, 2036. If the City
elects to annex the Property, the City must annex all of the Property simultaneously. The City
may not annex the Property in phases.
8.06 Limited Purpose Annexation. The Parties agree that the City shall have the right
to annex those portions of the Property that are intended for commercial development for the
sole and limited purpose for the City to impose its sales and use tax within the boundaries of
such commercial areas, pursuant to Section 43.0751 of the Local Government Code. The terms
Amended Creation and Operation Agreement for
Tradition Municipal utility District No. l of Denton County—Page 8
and conditions upon which such limited purpose annexations may occur shall be set forth in the
Strategic Partnership Agreement.
8.07 Reimbursement Agreements. The District will not enter into any developer
reimbursement agreements or agreements for new projects or extraordinary expenses, except as
necessary for continued operation and maintenance of existing District facilities, after
publication of the first notice of proposed full purpose annexation of the District by the Cite
(which first publication shall not occur earlier than the date provided in the Development
Agreement), other than an annexation pursuant to Section 8.04 of this Agreement. The District
further agrees that any developer reimbursement agreements entered into by the District in
violation of this requirement shall be void.
ARTICLE IX
TERM OF AGREEMENT
This Agreement shall be effective from the Effective Date and shall continue in effect
until the District is annexed for full purposes and dissolved by the City or until terminated in
writing by mutual agreement of the City and the District.
ARTICLE X
BREACH, NOTICE AND REMEDIES
10.01 Notification of Breach. If either Party con-units a breach of this Agreement, the
non-breaching YParty shall give Notice to the breaching Party that describes the breach in
reasonable detail.
10.02 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 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.
10.03 Remedies 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 performance, mandamus, injunctive relief. and
other remedies 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 will seek or recover actual, consequential or any other type of monetary
damages or awards, including but not limited to attorney's fees, in the event that any Party brings
suit under or related to this Agreement.
10.04 Governmental Powers; _)�iyer of ImmunBy execution of this Agreement,
Amended Creation and Operation Agreement for
Tradition Municipal Otility District No. I of Denton County—Page 9
neither the City nor the District waives or surrenders any of their respective governmental
powers; immunities or rights, except as specifically waived pursuant to this section. The City
and the District mutually waive their 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 necess,,u-y to pursue such remedies. Nothing in this section shall waive any claims,
defenses or immunities that the City or the District has with respect to suits against the City or
the District by persons or entities not a party to this Agreement.
ARTICLE XI
ADDITIONAL PROVISIONS
11.01 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Party to another under this Agreement 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; (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; or (d) five business days after the Notice is sent by
FAX (with electronic confirmation by the sending FAX machine) with a confirming copy sent by
United States mail within 48 hours after the FAX is sent. 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 may change the information set forth below by sending Notice of such changes to the
other Party as provided in this Section 11.01,
To the City:
City of Fort Worth, "Texas
1000 Throckmorton Street
Fort Worth, Tx. 76102
Attn: City Secretary
FAX: 817-392-6196
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Tx. 76102
Attn: City Manager
FAX: 817-392-6134
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Tx. 76102
Attn: Planning and Development Director
FAX: 817-392-7985
Amended Creation and Operation Agreement for
Tradition Municipal utilitNe District No. I of Denton County--Page 10
City of Fort Worth, Texas
1000 Throclunorton Street
Fort Worth, Tx. 76102
Attn: City Attorney
TAX: 817-392-8359
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Tx. 76102
Attn: Finance Director
FAX: 817-392-8966
City of Fort Worth, Texas
1000 Throcklnorton Street
Fort Worth, Tx. 76102
Attn: Transportation and Public Works Director
FAX: 817- 871-7895
To the District:
Tradition Municipal Utility District No. 1 oi'Denton County
c/o: Coats Rose
14755 Preston Road, Suite 600
Dallas 75254
Attn: Angela Stepherson
FAX: 972-982-8451
11.02 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party 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.
11.03 City Consent and Approval. In any provision of this Agreement that provides for
the consent or approval of the City staff or City Council, such consent or approval may be
withheld or conditioned by the staff or City Council at its sole discretion, except as provided in
Section 4.10.
11.04 CJovernin,,, Law and Venue. TIAs AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY AP'PI.Y TO
Amended Creation and Operation Agreement for
Tradition Municipal Utility District No. l of Menton County-Page I I
CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WI'T'HOUT REGARD TO ANY
CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE
TIIATTHIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY, TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY, TEXAS, AND IIERE'BY AGREE
THAT ANY SUCH COURTS SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY
DISPUTE ARISING HEREUNDER.
11.05 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with all applicable public meeting and public notice
requirements (including, but not limited to, notices required by the Texas Open Meetings Act)
and that the individual executing this Agreement on behalf of the City has been authorized to do
so. The District warrants that this Agreement has been approved by the Board in accordance with
all applicable public meeting and public notice requirements (including, but not limited to,
notices required by the "Texas Open Meetings Act) and that the individual executing this
Agreement on behalf of the Board has been authorized to do so.
11.06 Severability. The provisions of this Agreement are severable and, in the event
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 remainder 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 provision so severed which new
provision shall, to the extent possible, accomplish the intent of the Parties as evidenced by the
provision so severed.
11.07 Changes in State or Federal haws. If any state or federal law changes so as to
make it impossible for the City or the District to perform its obligations under this Agreement,
the Parties will cooperate to amend the Agreement in such a manner that is most consistent with
the original intent of the Agreement as legally possible.
11.08 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon the request of any other Party, execute and/or
exchange any other documents necessary to effectuate the terms of this Agreement and perform
any further acts or things as the other Party may reasonably request to effectuate the tet-ins of this
Agreement.
11.09 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of the Agreement.
1 ].10 Assigunent. Neither the District nor the City may assign this Agreement without
the written consent of the other Parties.
Amended Creation and Operation Agreement for
Tradition NiuniCipal Utility District No. I of Denton Count} —Page 12
11.1 1 Amendment, This Agreement may be amended only with the approval of the City
Council and the Board.
1 I.12 Interpretation. 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
Agreement, 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 term herein may be
used in its singular or plural form whether or not so defined.
11.13 No Third Party Beneficiary. This Agreement is solely for the benefit of the
Parties, and neither the City nor the District 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 and the District.
1 1.1 4 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement
are incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Map of the Property
Exhibit B Legal Description of the Property
Exhibit C Annexation Notice
Exhibit D Joinder Agreement
Exhibit E Strategic Partnership Agreement
11.15 Conspicuous Provisions. The City and the District acknowledge that the provisions
of this Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the
requirements for the express negligence rule and/or are conspicuous.
11.1 b Counterpart Ori i nals. phis Agreement may be executed in multiple counterparts,
each of'which shall be deemed to be an original.
11.17 Texas 811. The District shall become a member of'Texas 811 f/k/a Dig TESS,
excluding water and sewer infrastructure owned and operated by the City.
SIGNATURES APPEAR ON TIME NEXT PAGE
Amended Creation and Operation Agreement for
'lYadition Municipal Utility District No. I of Denton County--Page 13
s 0
TT ! J � , CITY OF FORT WORTH
6
6;a"+s3rU�Ot2 -
Mary J. s Secretary � ' �'` Fernando Costa, Assistant City Manager
Date: 1. 2'7/I to
APPROVED AS TO FORM AND
LEGALITY:
Assistant City Attorney
OFFICIAL RECORD
Amended Creation and operation Agreement for G(-ITY StraC4�L:T'ARV
Tradition h9uniCipal utility District No. ! of Denton County-Page 14 I.i"T� Nk�iyyy
TRADITION MUNICIPAL UTILITY
DISTRICT NO. 1 OFF DENTON COUNTY
By: -Znfm��
President, Board of Directors
Date: /-.,?/A 16 --
Amended Creation and Operation Agreement for
'Fradition Municipal Utility District No_ I of Denton County- Page 15
Exhibit A
Map of the Property
Exhibit A to Amended Creation and Operation Agreement for
Tradition Municipal Utility District No. I of Denton Count},
EXHIBL
.T. ,A,
t
3
MUD
80UrJD.aRY r
LIMITS
0 iO4C
LE SET r
i
MUD i
MUD BOUNDARY
LIMITS
<: SLF IV-114 ASSEMBLAGE
TRACT ONE
384.041 ACRES MUD ,
16,728,840 SQUARE FEET
t
/SSLEM IV-114
SLRGE
TRACT 2 33
® 47.262 ACRES
e/ „22 058,725 SQUARE FEET
SH 114
F POINT OF POINT OF
BEGINNING BEGINNING
TRACT 1 TRACT 2
t
PAG' I OF 1
B0,0078 .003
A metes and bounds description Of even
TRADITION
date accompanies this drawing. E)(}-jjQIT OF
APRIL 23,2015 SLF IV-114 ASSEMBLAGE, L.P.
; TRADITION MUD 1
D� —we
3
so no ev nvenua to 400 rGr,,,, , f.x.. 7e a7 DENTON COUNTY, TEXAS
Tnr 9i 7.33 •Fax ?5?437
'0
Exhibit B
Legal Description of the Property
BEING a 431.303 aere 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 ONE
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 00"32'36" W along the west line of said Alliance 161 Investments tract and the cast
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
ound;THENCE N 89039'59" 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 Nest line of said Aperion
Tract One-A:
THENCE N 00°22'44" W along the east line of said McIntyre, ct 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 86014'27" E, a distance of 222.13 feet to a capped 1/2" iron pin set;
TIIENCE S 52034'22" E, a distance of 867.86 i-cet to a capped 1/2" iron pin set;
THENCE S 4408'03" I , a distance of 999.82 feet to a capped I/2" iron pin set;
TI IENCE S 65058'36" E, a distance of 1029.92 feet to a capped 1/2" iron pin set;
THENCE N 90°00'00" E, a distance of 773.31 feet to a capped 1/2" iron pin set; said capped I/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 Eerbro Investments, LI,C by deed recorded under County Clerk's File No. 97-
0003605 RPRDCT;
THENCE S 00007'20" E along the east line of said Aperion Tract One-A and the west line of
Exhibit 13 to Amended Creation and Operation Agreement for
Tradition Municipal Utility District No. I of Iaenton Count}
Page I
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. 93-80020408 RPRDCT,
THENCE S 44023'02" 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 47°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 44°27'42" W along the east line of said Aperion Tract One-A and the northw=esterly
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 89°47'36" 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;
,rHENCE S 84030'09" W along the south line of'said Aperion Tract One-A and the north right-
of-way Iine of State Highway No. 114, a distance of 703.04 feet to a brass monument in concrete
found;
THENCE S 89048'48" 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 00011'12" 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 89°48'48" 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;
TIIENCE S 0017'12" 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 89°48'48" 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.
Exhibit B to Amended Creation and Operation Agreement for
"Tradition Municipal Utility District No. I of Deaton County
Page 2
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 right-of-
way line of State Highway No. 114, said brass monument also being on the west line of a tract
conveyed to Ferbro Investments by deed recorded under County Clerk's t=ile No. 97-0003605
RPRDCT
THENCE S 89046'48" 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 rrtonutnent in
concrete found;
THENCE N 86029'44" W along the south line of said Aperion Tract One-13 and the north right-
of-way line of State I Iighway 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-IZ0020408 RPRDCT;
THENCE N 44"26'31" 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 00007'09" E along the east line of said Aperion Tract One-13 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.
Exhibit B to Amended Creation and Operation Agreement for
I radition Municipal I ftility[district No. I of Denton County
Page 3
Exhibit C
STATE OF TEXAS
COUNTY OF DENTON
NOTICE CONCERNING ANNEXATION AND SERVICES
The real property described in Exhibit A attached hereto and incorporated herein
(the "Property")is located in Tradition Muiveipal Utility District No. 1 of Denton County
(the "District"). The District is located wholly within the extraterritorial jurisdiction of
the City of Fort Worth. By law, a district located in the extraterritorial jurisdiction of a
home-rule municipality such as the City of Fort Worth may be annexed without the
consent of the district or the voters of the district. When a district is annexed, the district
is dissolved. Until such time of annexation, the City of Fort Worth does not impose
property taxes within the District and is not required by state law to provide police
protection, fire protection, road maintenance or any other municipal services to the
District.
The City of Fort Worth may annex all property within the District for full
purposes upon the earliest to occur of:
(1) The date construction of water, sanitary sewer, drainage, and road
facilities to serve 90`/0 of the Property is complete;
(2) Dissolution of the District; or
(3) January 12, 2036
To obtain a copy of the Development Agreement between, SL,F IV-111
Assemblage, L.P. and the City of Fort Worth governing the Property (City Secretary
Contract No. ) (the "Development Agreement"), contact the City Secretary of
the City of Fort Worth. For additional information concerning potential annexation of
property within the District, contact the Director of the City of Fort Worth's Planning and
Development Department.
TRADITION MUNICIPAL UTILITY
DISTRICT NO. t OF DENTON COUNTY
By:
Name printed: _
Title: _.
Fxhibit C to Amended Creation and operation Agreement for
"Tradition Municipal Utility District No. I of Denton County
STATE OF TEXAS §
COUNTY OF
This instrument was acknowledged before me, on the day of
2016, by , President of the Board of Directors of Tradition Municipal
Utility District No. 1 of Denton County, on behalf of said district.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
Atter recording, return to:
Planning and Development Director
City of Fort Worth
1000 Throckmorton
Fort Worth, Tx. 76102
City Attorney
City of Fort Worth
1000 Throckmorton
Fort Worth, 'Fx. 76102
Exhibit C to Amended Creation and Operation Agreement for
Fradition Municipal Utility District No, I of-Denton County
Exhibit A
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 at, by deed recorded in Volume 2.301, Page 223 RPRDCT and being more
particularly described as follows:
TRA('T ONE
BEGINNING at a capped 5/8" iron pin found, said iron pin also being on the north right-
of'-way line of State I lighway 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 at, by deed recorded in Volume 2906, Page 363
RPRDCT;
"1'1IFNCI: N 00'32'36" W along the west line of said Alliance 161 Investments tract and
the east line of said McIntyre.et at, tract recorded in Volume 2906,Page 363 RPRDCT, a
distance of'3701.24 feet to a 3i8" iron pin found;
`I'I IENCE N 89°39'59" E along the north fine of said Alliance 161 Investments tract and
the east line of said McIntyre, et at, 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 tine
of'said Aperion Tract One-A;
THENCE N 00"22'44" W along the east line of' said McIntyre, et at, tract recorded in
Volume 2906, Page 363 RPRDCT, and the west line of said Aperion Tract One-A, a
distance of 1294.80 Peet to a capped 1/2" iron pin set;
THENCE S 86°14'27" E, a distance of 222.13 feet to a capped 1/2" iron pin set;
THENCE S 52°3422" E, a distance of 867.86 feet to a capped 1/2" iron pin set;
Ti II NCE S 44008'03" E, a distance of 999.82 feet to a capped 1/2" iron pin set;
THENCE, S 65058'36" L, a distance of]029.92 feet to a capped 1/2" iron pin set;
TIIENCF N 90°00'00" E, a distance. of 773.31 feet to a capped 1:'2" iron pin set; said
cappecl I/2" iron pin set also being on the east line of said Aperion Tract One-A and the
Qwest line of that tract conveyed to Ferbro Investments, LLC by deed recorded under
County Clerk's file No. 97-0003605 RPRDCT;
Page 1
'I`I 1E.NjCE1 S 00007120" 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-
80020408 RPRDCT;
111I'NCE S 44023'02° 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 4715'51" 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 (ect to a 5/8" iron pin found;
TI IFNCE S 44027'42" W along the cast line of said Aperion Tract One.A and the
northwesterly line of said Atchison, 'Topeka and Santa he Railway Company tract, a
distance of 1121.43 feet to a brass monument in concrete found, said brass monument
also being ort the said north right-of-way line of State Highway No. 114;
THENCE S 89°47`36" 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;
TI IENCE S 84030'09" 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 89048'48" W along the south line of said Ape6on 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;
"I'l-I> NCE N 0001 1'12" W along the south line of said Aperion Tract One-A and the north
right-of=�,vay title of State I lighway No. 114, a distance of 15.00 feet to a capped 1/2" iron
Pill set;
TI IENCE S 89°48'48" W along the south line of said Aperion Tract One-A and the north
right-of'-way line of State Ilighway No. 114, a distance of 250.00 feet to a capped 1i2"
iron pin set;
THENCE S 00011'12" 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
Pill set;
TI IENCF S 89048'48" W along the south line of said Aperion "Tract One-A and the north
right-of-dray line of State Highway No. 114, a distance of 238.28 feet to the Point of
Page 2
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 right-of-
way line of State Highway No. 114, said brass monument also being on the west line of a tract
conveyed to Ferbro Investments by deed recorded under County Clerk's File No. 97-0003605
RPRDCT
TI IhNCE S 89046'48" W along the south line of said Aperion Tract One-13 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,
"THENO: N 86"29'44" 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 Iine of a tract conveyed to The
Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's File
No. 9 3-80020408 RPRDCT;
TI IFNCE N 44°26"31" E along the west line of said Aperion Tract One-13 and the southeasterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 2.809.53 feet to
a 5/8" iron pin IOUnd, said iron pin also being on the west line of said Ferbro Investments tract;
TI-IF,NCE S 00°07'09" 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.
Page 3
Exhibit D
JOINDER AGREEMENT
WHEREAS, the "Cexas Legislature approved the creation of Tradition Municipal Utility
District No. I of Denton County (originally known as City of Fort Worth Municipal Utility
District No. I of Denton County) by Act of May 25, 2005, 79t" Legislature, Regular Session,
Chapter 1330, codified as Special District Local Laws Code, Chapter 8129, effective September
1, 2005 encompassing approximately 43 1.303 acres of land (the "District"); and
WHEREAS, the City Council of the City of fort Worth approved that certain
Development Agreement between the City of Fort Worth and SLF IV — 114 Assemblage, L.P.
governing all land within the District on January 12, 2016 (City Secretary Contract No.
(the "Development Agreement"),, and
WHEREAS, the Board wishes to enter into this Joinder Agreement to confirm and adopt
the applicable terms and provisions of the Development Agreement, and agrees to operate
pursuant to those terms and provisions of the Development Agreement which are applicable to
the District, as such Development Agreement may be amended from time to time.
NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND AGREED BY
THE BOARD OF DIRECTORS OF TRADITION MUNICIPAL UTILITY DISTRICT
NO. I OF DENTON COUNTY, AS FOLLOWS:
1. Consideration. This Joinder Agreement has been authorized, agreed to, and
entered into in consideration of the benefits and promises contained in the
Development Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
2. Approval of A recment. The Board hereby consents to, confirms and adopts the
applicable terms and provisions of the Development Agreement and assumes all
obligations set out in the Development Agreement which are applicable to the
District.
EXECUTED AND APPROVED ON 2016.
SIGNATURES ON NEXT PAGE
Inhibit 1)to Amended Creation and operation Agreement for
Tradition Municipal utility District No. 1 of Denton County
TRADITION MUNICIPAIL UTILITY
DISTRICT NO. I OF DIENTON COUNTY
By:
Name:
Title:
ATTEST:
By:
Name:
Title:
Exhibit C)to Amended Creation and Operation Agreement for
Tradition Municipal Utility District No. i of Denton Count°
Exhibit E
STRATEGIC PARTNERSHP AGREEMENT
F'xhibit E to Amended Creation and Operation Agreement f'or
Tradition\Municipal Utility District No. I of Denton County
at3s6.vt�
M&C Review Page 1 of 3
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FORT, WORTH
COUNCIL ACTION: Approved on 1/12/2016
REFERENCE 06AUTHORIZE AGREEMENTS
DATE: 1/12/2016 NO.: L-15853 LOG NAME: FOR TRADITION MUD NO. 1 &
MUD NO. 213
CODE: L TYPE: NON- PUBLIC NO
CONSENT HEARING:
SUBJECT: Authorize Execution of Development Agreement with SLF IV- 114 Assemblage, L.P.,
Amended Creation and Operation Agreement for Tradition Municipal Utility District No. 1
and Amended Creation and Operation Agreement for Tradition Municipal Utility District No.
213 (ETJ/DENTON COUNTY and COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager or a designee to execute the following
Agreements and to take any actions to carry out such Agreements:
1. Development Agreement with SLF IV— 114 Assemblage, L.P., for approximately 1,102 acres of land in
the City of Fort Worth's extraterritorial jurisdiction;
2. Amended Creation and Operation Agreement for Tradition Municipal Utility District No. 1; and
3. Amended Creation and Operation Agreement for Tradition Municipal Utility District No. 213.
DISCUSSION:
The Agreements listed above are amendments to Agreements approved by the City Council in 2005 and
2007 relating to Tradition Municipal Utility Districts No. 1 and No. 2, for a proposed development of over
2,000 acres in the City's extraterritorial jurisdiction north of Highway 114 and west of the Texas Motor
Speedway.
City of Fort Worth Municipal Utility District No. 1 of Denton County encompassing 431 acres of land was
created by the Texas Legislature in the 2005 Legislative session and was later renamed Tradition Municipal
Utility District No. 1 of Denton County (Tradition MUD No. 1). On December 13, 2005, the City Council
approved a resolution consenting to the creation of Tradition MUD No. 1 and approving the Agreement
Concerning Creation and Operation of Tradition MUD No. 1 (Resolution No. 3299-12-2005, M&C C-
21197). The City Council also approved the Development Agreement, Strategic Partnership Agreement
and Agreements providing for water and sewer service to the property (M&C C-21198).
Tradition Municipal Utility District No. 2 of Denton County (Tradition MUD No. 2) encompassing
approximately 1,920 acres of land immediately north of Tradition MUD No. 1 was created by the Texas
Legislature during the 2007 Legislative Session. On December 18, 2007, the City Council adopted a
resolution consenting to creation of Tradition MUD No. 2 and authorized the City Manager or a designee to
execute a Development Agreement and Agreements for providing water and wastewater service to the
property.
Land contained in Tradition MUD No. 1 and No. 2 was previously located within water and wastewater
Certificates of Convenience and Necessity (CCN) held by Aqua Texas with a small portion of the property in
water and sewer CCNs held by Suetrak USA Company, Inc. The 2005 and 2007 Agreements provided for
Aqua Texas to provide retail water and sewer service and for the City to sell water and wastewater
treatment services to Aqua Texas on a wholesale basis. The City had an option to become the retail water
and wastewater provider for Tradition MUD No. 1 in 2022 and for Tradition MUD No. 2 seventeen years
after the commencement of service by Aqua Texas.
No development has occurred in either district. In 2014, SLF IV- 114 Assemblage, L.P. (SLF), purchased
approximately 1,102 acres of land, consisting of all of the land in Tradition MUD No. 1 and approximately
http://apps.cfwnet.org/council_packet/me_review.asp?ID=21834&councildate=1/12/2016 2/4/2016
M&C Review Page 2 of 3
662 acres of land in Tradition MUD No. 2. An election dividing Tradition MUD No. 2 into MUD No. 213
encompassing SLF's property and MUD No. 2A encompassing the remainder of the MUD No. 2 property
was held in May, 2015.
At the request of SLF, on February 26, 2015, the City issued a letter to Aqua terminating the Agreement for
the Sale of Treated Water, known as City Secretary Agreement No. 32902 and the Agreement for
Wholesale Wastewater Service known as City Secretary Agreement No. 32903 to serve Tradition MUD No.
1 and the Agreement for the Sale of Treated Water, known as City Secretary Contract No. 37128 to serve
Tradition MUD No. 2 with Aqua Texas for the Tradition development. (No action was necessary to terminate
the other related water Agreements for Tradition MUD No.1 and MUD No.2 because they were not fully
executed or they became null and void upon termination of water and sewer service.) The City then entered
into an Agreement with SLF making SLF solely responsible for the cost in connection with a request to the
Public Utility Commission (PUC) for the expedited release of the water and sewer CCNs, known as City
Secretary Contract No. 47125. Pursuant to state law, the City then issued a "will serve" letter to SLF to
provide retail water and sewer service to SLF's property upon release of the property from Aqua Texas' and
Suetrak's CCNs.
At SLF's and the City's petition, the PUC released SLF's property from Aqua Texas' and Suetrak's water
and sewer CCNs. On December 10, 2015, the PUC issued a Notice of Approval (Docket No. 45244)
determining that the City owed no compensation to Aqua Texas and could now provide retail water and
sewer service. The parties are still engaged in the process to determine whether compensation (to be paid
by SLF), if any, is owed to Suetrak.
The Agreements presented to the City Council for approval will update and simplify the 2005 and 2007
Agreements and create stand-alone Agreements for SLF's property. The Agreements require that the
developer comply with the City infrastructure standards and development codes and provide that the City
will be the retail service provider for water and sewer. The Agreements allow the City to initiate limited-
purpose annexation for commercial property and to annex through the MUD in order to annex adjacent
property. For MUD 1, the Agreements delay full-purpose annexation until 90 percent of the infrastructure is
installed, or the district is dissolved, or 20 years, whichever occurs first. For MUD 213, the Agreements
delay full-purpose annexation until 90 percent of the infrastructure is installed, or the district is dissolved, or
20 years from the date of approval of the first preliminary plat within MUD 213, whichever occurs first. The
Strategic Partnership Agreement for limited-purpose annexation will come forward for the City Council's
consideration once the statutorily required public hearings have been scheduled.
The property is located in the City's extraterritorial jurisdiction adjacent to CITY COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this Agreement will have no immediate material
effect on City funds. Any effect on expenditures and revenues will be budgeted in future fiscal years.
TO
Fund Department Account Project Program Activity Budget Reference# Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference# Amount
ID I I ID I I Year Chartfield 2
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Randle Harwood (6101)
Additional Information Contact: Mary Elliott (7844)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21834&councildate=1/12/2016 2/4/2016
M&C Review Page 3 of 3
ATTACHMENTS
Form 1295 (06AUTHORIZE)pdf
Tradition MUDs No. 12A and 2B rev.pdf
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21834&councildate=1/12/2016 2/4/2016
SLF IV- 114 Assemblage, L.P.
c/o Stratford Land
5949 Sherry Lane RECEIVED NOV 20 2017
Suite 800
Dallas, TX 75225
(214) 368-9192
November 16, 2017
City of Fort Worth, Texas Via USPS Delivery
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
Re: Amended Creation and Operation Agreement For Tradition Municipal Utility
District No. 1 of Denton County ("Agreement") by the City of Fort Worth, Texas
("City") and Tradition Municipal Utility District No. 1 of Denton County ("District')
dated January 12, 2016, Concerning SLF IV— 114 Assemblage, L.P. ("SLF")
Dear City Secretary:
Regarding the Agreement, please be advised that SLF has moved suites in the same
building and now occupies Suite 800. For further notice, mailing, payment or remittance, or any
other future correspondence, as applicable, please use the following address:
SLF IV— 114 Assemblage, L.P.
c/o Stratford Land
5949 Sherry Lane
Suite 800
Dallas, TX 75225
(214) 368-9192
In the event you have any questions regarding the new address, please do not hesitate
to contact Susan Evans at 214.239.2362.
Sincerely,
I�
Mark Westerburg
Vice President
SLF IV— 114 Assemblage, L.P. RECEIVED NOV 2 0 2017
c/o Stratford Land
5949 Sherry Lane
Suite 800
Dallas, TX 75225
(214) 368-9192
November 16, 2017
City of Fort Worth, Texas Via USPS Delivery
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
Re: Amended Creation and Operation Agreement ("Agreement") For Tradition
Municipal Utility District No. 2B of Denton County by the City of Fort Worth,
Texas ("City") and Tradition Municipal Utility District No. 1 of Denton County
("District") dated January 12, 2016, concerning SLF IV — 114 Assemblage, L.P.
("Owner")
Dear City Secretary:
Regarding the Agreement, please be advised that Owner has moved suites in the same
building and now occupies Suite 800. For further notice, mailing, payment or remittance, or any
other future correspondence, as applicable, please use the following address:
SLF IV— 114 Assemblage, L.P.
c/o Stratford Land
5949 Sherry Lane
Suite 800
Dallas, TX 75225
(214) 368-9192
In the event you have any questions regarding the new address, please do not hesitate
to contact Susan Evans at 214.239.2362.
Sincerely,
Mark Westerburg
Vice President
SLF IV— 114 Assemblage, L.P.
c/o Stratford Land
5949 Sherry Lane
Suite 800 RECEIVED NOV 2 0 2017
Dallas, TX 75225
(214) 368-9192
November 16, 2017
City of Fort Worth, Texas Via USPS Delive►y
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
Re: Amended Strategic Partnership Agreement ("Agreement") between the City of
Fort Worth, Texas ("City") and Tradition Municipal Utility District No. 1 of Denton
County ("District") dated June 20, 2016, Concerning SLF IV — 114 Assemblage,
L.P. ("SLF")
Dear City Secretary:
Regarding the Agreement, please be advised that SLF has moved suites in the same
building and now occupies Suite 800. For further notice, mailing, payment or remittance, or any
other future correspondence, as applicable, please use the following address:
SLF IV— 114 Assemblage, L.P.
c/o Stratford Land
5949 Sherry Lane
Suite 800
Dallas, TX 75225
(214) 368-9192
In the event you have any questions regarding the new address, please do not hesitate
to contact Susan Evans at 214.239.2362.
Sincerely,
Mark Westerburg
Vice President