HomeMy WebLinkAboutContract 33926-A1 CITY SECRUARY.
COWTRACT NO. '
AMENDMENT AND EXERCISE OF BUY-OUT OPTION
CITY SECRETARY CONTRACT NO. 33926
This Amendment and Exercise of Buy-Out Option Contract, City Secretary Contract No.
33926 ("Contract") is entered into by and between the City of Fort Worth, Texas (the "Cjjy"), a
home-rule municipality located in Tarrant, Denton, Parker and Wise Counties, Texas, and
Johnson County Special Utility District, a conservation and reclamation district located in
Johnson, Hill, Ellis and Tarrant Counties, Texas, created under Section 59, Article XVI, Texas
Constitution(the "District").
RECITALS
A. The Parties entered into the Contract attached as Exhibit A on or about August
28, 2006 to allow for a buy-out option period for the City to purchase the District's water system
providing water service to an approximately 194.044 acre development now known as the
Bridges of Deer Creek, and obtain the Certificate of Convenience and Necessity No. 10081,
which CCN area is shown on Exhibit B,between June 27, 2015 and July 11, 2021.
B. LGI Homes (the "Developer") is currently developing the 194.044 acre tract and
desires to have the City of Fort Worth obtain the CCN sooner than the Contract Option Period.
C. On or about i1 "JA 3+2014, the Developer and the District entered into a
Settlement Agreement attached as Exhibit C whereby the Developer agreed to pay to the District
the estimated cost of an early transfer of the CCN to the City and the District agreed to transfer
the CCN to the City.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
I. EXERCISE OF OPTION: Article II, Section 2.02 states:
0 2.02 Exercise of Option. Unless the Parties agree in writing to an earlier date,
CD Purchaser may exercise the Option at any time between June 27, 2015 and
C3 June 27, 2021 ("the Option Period"),
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L Therefore the Parties hereby agree to exercise the Option Period prior to June 27, 2015.
W � Y �' P � p �
L.) The parties further agree that the City shall have the right to exercise the Buy-out Option
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immediately upon complete execution of this amendment.
II. PAYMENT: Pursuant to the terms of the Settlement Agr AiMAtvREMD strict and
the Developer, the District acknowledges that the qS ®E{R11ty c sum of
RECEIVED SEP 2 4 2014 1 FT. WORTH, TX Page 1
$252,000.00 to the District for the acquisition of the CCN. The District hereby
accepts that sum as full and complete payment of the Purchase Price required by
Article III, Section 3.01 which states that the Purchase Price shall be payable to the
Seller upon Closing of the Property. The District hereby forever releases the City
from any and all obligation to make such payment and agrees that the Purchase Price
has been satisfied by the Developer.
III. CLOSING: Article V, Section 5.01 prohibits the sale of the Property by Seller to
Purchaser before June 27, 2016, unless the Parties mutually determine the Closing
Date. The Parties hereby agree that the Closing Date of the Property may occur as
soon as practical after the execution of this amendment. All other requirements of
Article V of the Contract shall be met by the Purchaser and Seller of the Property.
IV.EFFECTIVE DATE. The Effective Date of this Contract is —3, 2014.
SELLER
ATTEST:
JOHNSON COUNTY SPECIAL UTILITY
DISTRICT
District S cretary By: AVA
Terry ey, Gene 1 nager
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Date:
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00- 1014� URCHASER
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ALVT: CITY OF FORT WORTH
By:
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/vw" Fernando Costa, Assistant City Manager
City Secretary
APPROVED AS TO FORM
AND LEGALITY:
Date:
Christa Lopez- ynolds, r. Assis ant City Attorney OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Page 2
STATE OF TEXAS §
COUNTY OF S §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Terry Kelley, general manager of Johnson County Special Utility District, , known to me to be
the person and officer whose name is subscribed to the foregoing instrument, and acknowledged
to me that he executed the same for the purposes and consideration therein expressed, in the
capacity therein stated, and as the act and deed of said district.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the qday of
2014.
L
MA l o a Public, State of Texas
�•
Lin CL Ail C d
— — — Notary's Typed or Printed Name
My Commission expires:
STATE OF TEXAS §
COUNTY OF §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Fernando Costa, assistant city manager of the City of Fort Worth, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he executed the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said city.
GIVEN UNDER MY HAND AND SEvot:laltry
F OFFICE this the �� day of
2014. 1 `
Public, State of Texas
yDA1/ jtm&;l ZS
Notary's Typed or Printed Name
My Commission expires: -/7 .�.x�...__
�� EVGNIA DANIELS
�:y P�`= Notary Public,state of Texas
My Commission Expires
^'`' �` July 10, 2017
Page 3
Exhibit A
Buy-Out Contract
Page 4
CITY uEC:r3ETARY
CONTRACT NO. �qZ
BUY-OUT OPTION CONTRACT
This Buy-Out Option Contract ("Contract') is entered into by and between the City of
Fort Worth, Texas (the "CJtf), a home-rule municipality located in Tarrant, Denton, and Wise
Counties, Texas, and Johnson County Special Utility District, a conservation and reclamation
district located in Johnson, Hill, Ellis and Tarrant Counties, Texas, created under Section 59,
Article XVI,Texas Constitution(the"District").
RECITALS
A. The Parties to this Co t are also parties to that"Agreement for Sale of Treated
Water"City Secretary Contract No ) (the"Water Agreement").
B. The Water Agreement governs the provision of water service to approximately
194.044 acres owned by Clark Briscoe Development Company, a Texas limited partnership, in
Tarrant County, Texas, in the City's extraterritorial jurisdiction, as shown on Exhibit A and
more particularly described in Exhibit B attached to this Contract, consisting of a portion of The
Bridges subdivision(the"Developm��►f�.
C. Article XII of the Water Agreement provides that the Parties will enter into this
Contract to effectuate the future transfer of retail water service to the Development from the
District to the City,at the City's option and under the conditions set forth in that agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth,the Parties contract and agree as follows:
ARTICLE I
SELLER AND PURCHASER
1.01 "Effective Date"means the effective date of this Contract as defined in Section
6.12.
1.02 "EgM�"means,individually,the City or the District,and any permitted
successors and assigns.
1.03 "Purchaser"means the City.
1.04 "Seller" means the Johnson County Special Utility District and any of its
permitted assigns.
1.05 Other Defined Terms. Unless otherwise defined below, capitalized terms in this
Contract shall have the same respective meanings as are ascribed to them in the Water
Agreement. n
BUY-OUT OPTION CONTRACT Page I
ARTICLE II
PROPERTY,GRANT AND EXERCISE OF OPTION
2.01 Grant of Option. Subject to the terms and conditions set forth in this Contract,
Seller GRANTS to Purchaser an Option to purchase and accept from Seller, for the Purchase
Price, all of Seller's right, title and interest in and to the Property, as it may now exist, or be
acquired or constructed by Seller at any time during the Option Period, and consisting of the
following:
a. all water distribution facilities, including meters, above ground tanks, pump
stations and other equipment, fixtures, improvements or appurtenances used to
provide water service to the Development, and located inside the Development
(collectively,"Water Facilities");
b. all easements and rights-of-way inside the Development associated with the
Water Facilities(the"Easements");
C. any tract of land within the Development owned by Seller and in use for the
operation of the Water Facilities(the"Land");
d. copies of account records and information for existing customers served by the
Water Facilities(the"Account Information"); and
e. surveys,plans and specifications in Seller's possession or control that relate to the
Water Facilities(the"Documents").
2.02 PrqRprty. The items listed in Section 2.01 above are collectively called the
"Pro 99rt .
2.03 Exercise of Option. Unless the Parties agree in writing to an earlier date,
Purchaser may exercise the Option at any time between June 27, 2015 and June 27, 2021 ("the
Option Period").
2.04 Exercise Notice. Whenever Purchaser desires to exercise the Option as to the
Property, Purchaser must provide Notice to Seller during the Option Period ("Exercise Notice").
The date on which Purchaser sends the Exercise Notice is called the"Option Exercise Date."
2.05 Information to Purchaser. Within thirty (30) days following the Option Exercise
Date, Seller shall provide to Purchaser true and complete copies of all written information that it
possesses (other than privileged communications or attorney work-product) with regard to the
Property, including but not limited to: environmental studies and reports; any permits required
for the Water Facilities; all agreements granting or conveying the Easements; the Documents;
and a complete and itemized inventory of any of the Property that is not described or shown by
the Documents. Seller shall have a continuing duty to supplement such information until the
Closing Date.
BUY-OUT OPTION CONTRACT Page 2
2.06 Prohibited Encumbrance. Seller may not enter into any agreement to sell,
transfer, mortgage, lease, or grant any preferential right to purchase (including but not limited to
any option, right of first refusal, or right of first negotiation) with respect to, or otherwise
encumber all or any portion of, the Property before Closing ("Prohibited Encumbrance"), unless
such Prohibited Encumbrance is cured and removed at or before Closing.
2.07 Memorandum of Option. Seller and Purchaser shall execute and record, in the
form attached as Exhibit C to this Contract, a "Memorandum of Buy-Out Option Contract" in
the Tarrant County Real Property Records within thirty(30)days after the Effective Date.
ARTICLE III
PURCHASE PRICE AND OPTION CONSIDERATION
3.01 Purchase Price. The City will deposit all impact fees paid to the City for water
connections within the Development in a separate account and will invest such fees along with
other City funds. If the Option is exercised pursuant to this Contract, the consideration
("Purchase Price") for the entirety of the Property purchased will be an amount equal to such
impact fees and all interest earned by the City on such funds. On or before March 31 of each
year during the term-of this Agreement,the City will provide to the District an accounting of all
water impact fees paid to the City during the previous fiscal year for water connections within
the Development,together with an accounting of all interest accrued thereon.
3.02 Time of Payment. The Purchase Price is payable in cash at the Closing.
3.03 Consideration. As consideration for Seller's holding the Property available for
purchase during the Option Period, Purchaser has paid Seller $100 ("Independent Option
Consideration"), which Seller may retain, even if this Contract is terminated. The Independent
Option Consideration does not apply to the Purchase Price.
ARTICLE IV
SURVEY,INSPECTION AND TITLE COMMITMENT
4.01 Survey during_Option Period. From time to time during the Option Period,
Purchaser shall have the right to obtain, at Purchaser's expense, a current, on-the-ground land
title survey ("Survey") of all or any portion of the Property made by a duly licensed surveyor
reasonably acceptable to the Seller.
4.02 Inspection during Option Period. From time to time during the Option Period,
Purchaser shall have the right to obtain an inspection at Purchaser's expense, including an
appraisal of real and personal property ("Inspection'), of all or any portion of the Property, for
purposes of assessing the physical and operational condition of the Property.
4.03 Title Examination during the Option Period. During the Option Period, Purchaser
shall have the right to obtain, at Purchaser's expense, an examination of any or all of the real
property records related to the Land and the Easements("Title Commitment"), including any and
all instruments constituting an exception or restriction upon the title or easem eller.
BUY-OUT OPTION CONTRACT 4 �� t���,,a._:.,;a.•� Page 3
4.04 Approval Period and Title. If Purchaser chooses to have a Survey, Inspection or
Title Commitment of all or any portion of the Property during the Option Period, Purchaser may,
after it has delivered its Exercise Notice, deliver to Seller a Notice of its written objections to
anything contained therein. Seller shall, in good faith, attempt to satisfy such objections before
Closing; but Seller shall not be required to incur any cost to do so, except with respect to any
Prohibited Encumbrance, which must be removed or cured before Closing. For all objections
except the Prohibited Encumbrances, if Seller is unable to satisfy such other objections on or
before the Closing date, or if, for any reason, Seller is otherwise unable to convey title in
accordance with Section 5.02(b) below, then Purchaser, as its sole and exclusive remedy
hereunder, may (a) waive such objections and accept the Property in its condition at the time of
Closing, with such title to the Property as Seller is able to convey; (b) elect to exclude from the
purchase any portion of the Property that it deems to be affected by its objections and accept
such title to the remainder of the Property as Seller is able to convey or(c)withdraw the Exercise
Notice in its entirety, and its corresponding exercise of the Option, but preserve its right to
exercise the Option at a later date within the Option Period. The Purchaser may enforce by
specific performance the Seller's obligation under Section 2.06 to remove any Prohibited
Encumbrance.
ARTICLE V
CLOSING
5.01 Time of Closing. The closing ("Closing") of the sale of the Property by Seller to
Purchaser will occur on or before ninety (90) days after the Option Exercise Date, or at such
other time as the Parties may mutually determine, except that in no event shall the Closing occur
before June 27,2016("Closing Date").
5.02 Requirements of Seller. For all of the Property that is the subject of the Option
Notice,unless excluded by Purchaser pursuant to Section 4.04, Seller shall deliver or cause to be
delivered to Purchaser at Closing all of the following: (a) a Bill of Sale and Assignment, fully
executed and acknowledged by each Seller as its interests may appear, conveying, transferring,
and assigning to Purchaser all of Seller's right, title, and interest in and to the Water Facilities,
the Account Information, and the Documents; (b) a Special Warranty Deed executed and
acknowledged by Seller, conveying to Purchaser fee simple title to the Land and subject to all
matters of record; (c) an Assignment of Easements, executed and acknowledged by Seller as its
interests may appear, conveying, transferring, and assigning to Purchaser all of Seller's right,
title, and interest in and to the Easements; (d) evidence reasonably satisfactory to Purchaser that
the person(s) executing the Closing documents on behalf of Seller has full right, power, and
authority to do so; and (e) any other document reasonably necessary to consummate the
transaction.
5.03 Requirements of Purchaser. Purchaser shall deliver or cause to be delivered to
Seller at Closing the following: (a) immediately available funds in an amount equal to the
Purchase Price; and (b) evidence reasonably satisfactory to Seller the person executing any
Closing documents on behalf of Purchaser has full right,power, and authority to do so.
BUY-OUT OPTION CONTRACT Page 4
5.04 Termination of Leases. Upon completion of the Closing, Seller shall terminate,as
of the Closing Date, any and all leases and operating agreements between it and any third-party
covering any portion of the Property purchased.
5.05 Purchaser's Remedies. If Seller fails or refuses to sell the Property at the Closing,
then the Purchaser, at its sole option, is entitled to (ii) enforce specific performance of Seller's
obligations under this Contract; (ii) withdraw its Exercise Notice and its corresponding exercise
of the Option, but preserve its right to exercise the Option at a later date within the Option
Period; or(iii) exercise any other right or remedy available to Purchaser at law or in equity.
ARTICLE 39
MISCELLANEOUS
6.01 Form of Easement within the Development. Before entering into any Easement,
Seller shall submit to Purchaser for its review and approval (which approval by Purchaser shall
not be unreasonably withheld) Seller's proposed forms of Easement for water lines and related
facilities and appurtenances. Among other things, the Easement forms must provide that the
underlying land owner of the servient tenement consents in advance to any future assignment of
such Easement by Seller to Purchaser. After Purchaser has approved the forms of Easements,
Purchaser's prior written consent will not be required for any new Easement that Seller enters
into under the approved forms. Nevertheless, Seller must send to Purchaser copies of each fully
executed and recorded Easement within thirty(30) days after such Easement is executed.
6.02 Other Forms. In case of a dispute as to the form of any document required by this
Contract,unless otherwise required by the Agreement,the current form prepared by the State Bar
of Texas shall be conclusively deemed reasonable.
6.03 Notice. Any notices, approvals, or other communications required to be given by
one Party to another under this Contract (a"Notice") shall be given in writing addressed to the
Party to be notified at the address set forth below and shall be deemed given: (a)when the Notice
is delivered in person to the person to whose attention the Notice is addressed; (b)when received
if the Notice is deposited in the United States Mail, certified or registered mail, return receipt
requested,postage prepaid; (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 Contract 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 6.03.
BUY-OUT OPTION CONTRACT Page 5
To the City:
City of Fort Worth,Texas
Attn: City Secretary
1000 Throckmorton Street
Fort Worth,Texas 76102
FAX: (817)392-6196
City of Fort Worth,Texas
Attn: City Manager
1000 Throckmorton Street
Fort Worth,Texas 76102
FAX: (817) 392-6134
City of Fort Worth,Texas
Attn: Water Director
1000 Throckmorton Street
Fort Worth,Texas 76102
Fax: (817) 392-2398
To the District:
Johnson County Special Utility District
Attn: General Manager
P. O. Box 509
Cleburne,Texas
Fax: (817)641-6916
6.04 City Consent and Approval. Except as provided by Section 6.01 of this
Agreement, in any provision of this Contract 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.
6.05 Bindiny, Effect and Assi nment. This Contract, and the Option granted herein,
shall inure to the benefit of and bind the Parties hereto and their respective heirs,representatives,
successors and assigns. Assignment of this Contract is permitted only under the same terms, and
to the same extent as assignment of the Water Agreement. Further, this Contract must be
assigned at the same time and to the same entity as the Water Agreement.
6.06 Amendment. This Contract may be amended only with the written consent of the
Parties and with approval of the governing bodies of the City and the District.
6.07 Severability. The provisions of this Contract are severable. In the event any
word, phrase, clause, sentence, paragraph, section, or other provision of this Contract, 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
BUY-OUT OPTION CONTRACT Page 6
Contract, then such provision shall be deemed severed from this Contract with respect to such
person, entity or circumstance, without invalidating the remainder of this Contract 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.
6.08 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its
counsel have reviewed and revised this Contract 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 Contract or any amendments or exhibits hereto. As used in this
Contract, 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.
6.09 Survive . Any portion of this Contract not otherwise consummated at the Closing
will survive the Closing of this transaction as a continuing agreement by and between the Parties.
6.10 Counterpart Originals. This Contract may be executed in multiple counterparts,
each of which shall be deemed to be an original.
6.11 Incorporation of Exhibits by Reference. All exhibits attached to this Contract are
incorporated into this Contract by reference for the purposes set forth herein, as follows:
Exhibit A Map of the Development
Exhibit B Legal description of the Development
Exhibit C Memorandum of Buy-Out Option Contract
6.12 Effective Date. The Effective Date of this Contract is July 18,2006.
SELLER
ATTEST:
JOHNSON COUNTY SPECIAL UTILITY
DISTRICT
C4ffis ' e tary By:
ager Terry ell , eneral ag
Date:_uj _
�^ry I^
CITY SES"u?.19 Cr Y
BUY-OUT OPTION CONTRACT ..... " 'Plage 7
PURCHASER
ATTEST: CITY OF ORT ORTH,
Y�
B `
6,
Marty Hen Abure A.Ott,Assistant City Manager
City Secretary Date: 01-1
APPROVED AS TO FORM
AND LEGALITY:
P/I I/tit :� 1%.1 11, V -I-
c6sta ez,Assistant ty Attorney
Contract Authorization
Date
OFFICI&I EMS
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BUY-OUT OPTION CONTRACT Page 8
STATE OF TEXAS §
COUNTY OF adign §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Terry Kelley, general manager of Johnson County Special Utility District, known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and acknowledged to
me that he executed the same for the purposes and consideration therein expressed, in the
capacity therein stated,and as the act and deed of said district.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the day of
2006.
-------------
=IRELAND of Public, State of Texas
OA
Notary's Typed or Printed Name
My Commission expires:
STATE OF TEXAS §
COUNTY OF §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Marc A. Ott, assistant city manager of the City of Fort Worth, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the capacity therein
stated,and as the act and deed of said city.
GIVEN UNDER MY HAND AND SEAL OF OFFI s the 4 day of
2006.
Notary Public, State of Texas
HETTIE LANE
My COMMISSION EXPIREry
July 26,2007 �i-7�/ � a`!'�
. Yrti v ca r FE(
Notary's Typed or Printed Name
My Commission expires:
776461_8
BUY-OUT OPTION CONTRACT Page 9
Exhibit A
Map of the Development
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OFFICIA1 r h"(::h
CITY
EXHIBIT A TO '
BUY-OUT OPTION CONTRACT Page
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Exhibit B
Legal Description of the Development
Being a 194.044 acre tract in the J. Armendaris Survey,Abstract No. 1767,the U. Mendoza
Survey,Abstract No.994 and the Pinckney Caldwell Survey,Abstract No. 363,Tarrant County,
Texas and being a westerly portion of that 332.896 acre tract of land described in a deed to Tlh
Realty Investments Ltd. and recorded in Volume 13229,Page 60,Deed Records,Tarrant County,
Texas. Said 194.044 acre tract is more particularly described as follows:
Beginning at a highway monument found at the northwest corner of said 332.896 acre tract,in
the east line of Floyd Hampton Road and at the southwest corner of a 11.015 acre tract described
in a deed to the State of Texas and recorded in Volume 12683,Page 110, said deed records;
Thence easterly with the northerly line of said 332.896 acre tract and the southerly line of said
11.015 acre tract the following calls:
N 45 degrees 35 minutes 31 seconds E, 70.94 feet to a highway monument found;
S 89 degrees 35 minutes 25 seconds E,355.17 feet to a highway monument found
at the beginning of a compound curve to the left;
1,336.17 feet with the arc of the first part of said compound curve to the left to a
highway monument found. The first part of said compound curve to the left has a
radius of 5,879.58 feet,a central angle of 13 degrees 01 minute 15 seconds and a
long chord which bears N 83 degrees 53 minutes 57 seconds E, 1,333.30 feet;
262.62 feet with the arc of the second part of said compound curve to the left to a
highway monument found. The second part of said compound curve to the Ieft
has a radius of 1,926.86 feet,a central angle of 7 degrees 48 minutes 33 seconds
and a long chord which bears N 73 degrees 29 minutes 03 seconds E,262.42 feet;
N 78 degrees 15 minutes 13 seconds E, 59.70 feet to a point in the line dividing
the City of Crowley and the Extra Territorial Jurisdiction of the City of Fort
Worth,described in Joint Resolutions and Agreements 1230 and 1827;
Thence S 00 degrees 00 minutes 27 seconds E with the line dividing the City of Crowley and the
Extra Territorial Jurisdiction of the City of Fort Worth, 4,072.16 feet to a point in the southerly
line of said 332.896 acre tract;
Thence with the southerly lines of said 332.896 acre tract the following calls:
N 89 degrees 28 minutes 47 seconds W, 379.37 feet; OFFICIAL HC'00
S 00 degrees 25 minutes 07 seconds W 613.53 feet to a broken u concrete My
`�''�
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monument;_
EXHIBIT B TO _ ._ .... ...
BUY-OUT OPTION CONTRACT Page 1
N 89 degrees 45 minutes 23 seconds W, 586.85 feet to the southeast corner of a
14.999 acre tract described in a deed to Morris Daniel Jr. and Deanna Daniel and
recorded in Volume 13679, Page 306, said deed records;
Thence with the easterly and northerly lines of said 14.999 acre tract the following calls:
N 00 degrees 22 minutes 06 seconds E, 566.53 feet;
N 89 degrees 45 minutes 23 seconds W, 1,059.73 feet;
N 38 degrees 55 minutes 42 seconds W, 108.78 feet to a point at the northwest
corner of said 14.999 acre tract,in the westerly line of said 332.896 acre tract,in
the easterly line of Floyd Hampton Road and at the beginning of a curve to the
left;
Thence with the westerly line of said 332.896 acre tract and the easterly line of Floyd Hampton
Road the following calls:
49.10 feet with the arc of said curve to the left. Said curve has a radius of 109.40
feet,a central angle of 25 degrees 42 minutes 54 seconds and a long chord which
bears N 13 degrees 39 minutes 13 seconds E,48.69 feet;
N 00 degrees 47 minutes 42 seconds E, 808.30 feet;
N 00 degrees 37 minutes 18 seconds W,400.00 feet;
N 00 degrees 47 minutes 42 seconds E,2,493.26 feet to the point of beginning
and containing 194.044 acres.
C1L �
EXHIBIT B TO
BUY-OUT OPTION CONTRACT Page 2 —'--'
Exhibit C
Memorandum of Buy-Out Option Contract
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF TARRANT §
This Memorandum of Buy-Out Option Contract ("Memorandum") is effective as of
July 18, 2006, by and among Johnson County Special Utility District, a special utility district
created pursuant to Article XVI, Section 59, of the Texas Constitution, Chapters 49 and 65 of
the Texas Water Code (collectively, "Seller") and the City Of Fort Worth, a home-rule
municipality located in Tarrant,Denton,and Wise Counties,Texas("Purchaser").
A. Under that certain Buy-Out Option Contract dated as of July 18, 2006
Montract"), 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 service to, and located within, that certain real property
development consisting of approximately 194.044 acres of land in Tarrant County, Texas, as
more particularly described on EXHIBIT "A" attached hereto ("Development"). Purchaser may
exercise the Option at any time during the period beginning on July 18, 2015 and ending on July
18, 2021. 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.
EXHIBIT C TO
BUY-OUT OPTION CONTRACT Page I
EFFECTIVE as of the date set forth above.
SELLER
ATTEST: JOHNSON COUNTY SPECIAL UTILITY
DISTRICT
By:
Distr' t S tary Terryelley, enel Manager
Off Ce ager
PURCHASER
ATTEST: CITY OF FORT WORTH
By:
Marty Hendrix Marc A. Ott,Assistant City Manager
City Secretary
APPROVED AS TO FORM
AND LEGALITY:
Christa Lopez,Assistant City Attorney
THE STATE OF TEXAS §
COUNTY OF §
BEFORE ME, THE UNDERSIGNED AUTHORITY, on this day personally appeared
Terry Kelley,general manager of Johnson County Special Utility District, known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and acknowledged to
me that he executed the same for the purposes and consideration therein expressed, in the
capacity therein stated,and as the act and deed of said district.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of
2006.
LINDA IRELAND
Notery Pubfic Notary Public in and for the State of Texas
' STATE OF TEXAS M CUTriIT11SS1Un expires:
My Comm.Exp•04/17/2008 Y exp
OFFICIAL RE002D
CITY 31('11"RETRY
EXHIBIT C TO
BUY-OUT OPTION CONTRACT Page 2
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, THE UNDERSIGNED AUTHORITY,on this day personally appeared Marc
A. Ott, Assistant City Manager of the City of Fort Worth, known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the capacity therein
stated,and as the act and deed of said city.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of ,
2006.
Notary Public for the State of Texas
Notary's Printed Name:
My Commission Expires:
EXHIBIT C TO
BUY-OUT OPTION CONTRACT Page 3
Exhibit A
Legal Description of the Development
Being a 194.044 acre tract in the J.Armendaris Survey,Abstract No. 1767,the U. Mendoza
Survey, Abstract No.994 and the Pinckney Caldwell Survey,Abstract No. 363,Tarrant County,
Texas and being a westerly portion of that 332.896 acre tract of land described in a deed to Tlh
Realty Investments Ltd. and recorded in Volume 13229,Page 60,Deed Records, Tarrant County,
Texas. Said 194.044 acre tract is more particularly described as follows:
Beginning at a highway monument found at the northwest comer of said 332.896 acre tract,in
the east line of Floyd Hampton Road and at the southwest corner of a 11.015 acre tract described
in a deed to the State of Texas and recorded in Volume 12683,Page 110,said deed records;
Thence easterly with the northerly line of said 332.896 acre tract and the southerly line of said
11.015 acre tract the following calls:
N 45 degrees 35 minutes 31 seconds E,70.94 feet to a highway monument found;
S 89 degrees 35 minutes 25 seconds E,355.17 feet to a highway monument found
at the beginning of a compound curve to the left;
1,336.17 feet with the arc of the first part of said compound curve to the left to a
highway monument found. The first part of said compound curve to the left has a
radius of 5,879.58 feet,a central angle of 13 degrees 01 minute 15 seconds and a
long chord which bears N 83 degrees 53 minutes 57 seconds E, 1,333.30 feet;
262.62 feet with the arc of the second part of said compound curve to the left to a
highway monument found. The second part of said compound curve to the left
has a radius of 1,926.86 feet,a central angle of 7 degrees 48 minutes 33 seconds
and a long chord which bears N 73 degrees 29 minutes 03 seconds E,262.42 feet;
N 78 degrees 15 minutes 13 seconds E, 59.70 feet to a point in the line dividing
the City of Crowley and the Extra Territorial Jurisdiction of the City of Fort
Worth,described in Joint Resolutions and Agreements 1230 and 1827;
Thence S 00 degrees 00 minutes 27 seconds E with the line dividing the City of Crowley and the
Extra Territorial Jurisdiction of the City of Fort Worth,4,072.16 feet to a point in the southerly
line of said 332.896 acre tract;
Thence with the southerly lines of said 332.896 acre tract the following calls:
N 89 degrees 28 minutes 47 seconds W,379.37 feet;
S 00 degrees 25 minutes 07 seconds W,613.53 feet to a broken up concrete
monument;
Exhibit A to Exhibit C
Buy-Out Option Contract Page 1
N 89 degrees 45 minutes 23 seconds W, 586.85 feet to the southeast corner of a
14.999 acre tract described in a deed to Morris Daniel Jr. and Deanna Daniel and
recorded in Volume 13679,Page 306, said deed records;
Thence with the easterly and northerly lines of said 14.999 acre tract the following calls:
N 00 degrees 22 minutes 06 seconds E,566.53 feet;
N 89 degrees 45 minutes 23 seconds W, 1,059.73 feet;
N 38 degrees 55 minutes 42 seconds W, 108.78 feet to a point at the northwest
corner of said 14.999 acre tract,in the westerly line of said 332.896 acre tract,in
the easterly line of Floyd Hampton Road and at the beginning of a curve to the
left;
Thence with the westerly line of said 332.896 acre tract and the easterly line of Floyd Hampton
Road the following calls:
49.10 feet with the arc of said curve to the left. Said curve has a radius of 109.40
feet, a central angle of 25 degrees 42 minutes 54 seconds and a long chord which
bears N 13 degrees 39 minutes 13 seconds E,48.69 feet;
N 00 degrees 47 minutes 42 seconds E,808.30 feet;
N 00 degrees 37 minutes 18 seconds W,400.00 feet;
N 00 degrees 47 minutes 42 seconds E,2,493.26 feet to the point of beginning
and containing 194.044 acres.
Exhibit A to Exhibit C
Buy-Out Option Contract Page 2
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 7/11/2006
DATE: Tuesday, July 11, 2006
LOG NAME: 60BRIDGES REFERENCE NO.: C-21564
SUBJECT:
Authorize Execution of Agreements with Johnson County Special Utility District and Briscoe Clark
Company, Ltd. to Provide Wholesale Water Service and Retail Wastewater Service to the Bridges
Subdivision in the City of Fort Worth's Extraterritorial Jurisdiction (ETJ)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to execute an agreement for the Sale of Treated Water, Sewer Service
Billing Agreement and Buy-Out Option Agreement with Johnson County Special Utility District (SUD) for
wholesale water service and billing of wastewater service to the Bridges Subdivision; and
2. Authorize the City Manager to execute a Community Facilities Agreement with Briscoe Clark Company,
Ltd. for construction of wastewater infrastructure to serve the Bridges Subdivision.
DISCUSSION:
The Bridges Subdivision contains approximately 198 acres of land located in the City's ETJ just west of the
City of Crowley. Briscoe Clark Company, Ltd. plans to develop the site into approximately 600 residential
lots. This development is adjacent to that portion of the Bridges Subdivision located within the Crowley city
limits. The agreements under consideration will only apply to that portion of the Bridges Subdivision located
in Fort Worth's ETJ.
Johnson County SUD is the authorized retail provider of treated water to The Bridges Subdivision pursuant
to a certificate of convenience and necessity (CCN) issued by the Texas Commission on Environmental
Quality. Briscoe Clark Company, Ltd. initially approached the Fort Worth Water Department (FWWD)
seeking only wastewater service to the Bridges Subdivision. The FWWD felt it would be in the City's best
interest to provide both water and wastewater service to the development. Johnson County SUD and the
Briscoe Clark Company, Ltd. agreed. Four separate agreements were developed to implement the water
and wastewater service plan for the development.
The Agreement for the Sale of Treated Water provides for the sale of treated water to the Johnson County
SUD at the rates charged to the City's municipal wholesale customers. Johnson County SUD will collect
impact fees on behalf of the City and remit to the City on a quarterly basis. It provides for infrastructure to
be designed and constructed to Fort Worth standards, installation of an 8°water meter with telemetry, limits
use of the water to inside of the Bridges Subdivision and terminates if the City elects to purchase the water
system, but no later than July 11, 2022. Johnson County SUD also agrees not to oppose Fort Worth's
application to acquire the CCN after Fort Worth's purchase of the system, so that Fort Worth can become
the retail water provider to the development.
The Sewer Service Billing Agreement provides for the Johnson County SUD to serve as agent for Fort
Worth for the billing and collection of sewer service fees. Bridges customers will pay outside City rates that
will include a cap and a minimum fee but no winter quarter average. Johnson County SUD will be allowed
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 11/8/2006
Page 2 of 2
r
to retain 10% of the sewer service fee for billing service compensation. They will also collect sewer impact
and tap fees and rebate them to Fort Worth on a quarterly basis.
The Buy-Out Option Contract provides for a buy-out option period for Fort Worth to purchase the water
system from Johnson County SLID between July 11, 2015 and July11, 2021. The purchase price for the
water system is set at the total amount of all impact fees collected and rebated to the City of Fort Worth plus
interest accrued.
The Community Facilities Agreement will be a standard community facilities agreement with the City of Fort
Worth for the installation of the wastewater system. Briscoe Clark Company, Ltd. will pay for all onsite
improvements and the installation of a customer meter station. Fort Worth will pay for over sizing associated
with the installation of an 18" sewer outfall main.
The staff feels that the negotiated agreements are a good deal for the City of Fort Worth. They provide for
the orderly growth and development for the Bridges Subdivision and future developments in the area within
the City's ETJ. Water and sewer facilities will be built to City standards. The extension of the sewer outfall
main from Crowley through the subdivision will open up areas to the west within Fort Worth's ETJ for
development. They also provide for the future transfer of water facilities and the CCN to the City at the
City's option.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that the Water Department and the Finance Department will be responsible
for the collection, deposit and recording of revenues under this Agreement.
TO Fund/Account/Centers FROM Fund/Account/Centers
PE45 493042 0601000 $0.00
PE45 493022 0701000 $0.00
Submitted for City Manager's Office b. Marc Ott (6122)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: S. Frank Crumb (8207)
http://www.cfwnet.org/council—Packet/Reports/mc_print.asp 11/8/2006
Exhibit B
CCN Transfer Boundary
Exhibit A to Exhibit C
Buy-Out Option Contract Page 1
Joe 4F
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Johnson -
Exhibit C
Settlement Agreement
Exhibit A to Exhibit C
Buy-Out Option Contract Page 2
.1
SETTLEMENT AGREEMENT
i
i
This settlement agreement (the "Agreement") is entered into as of the day of
February, 2014 (the "Effective Date"), by and between LGI Crowley Land Partners, LLC (the
"Developer"), and Johnson County Special Utility District, a conservation and reclamation
district operating under and governed by the provisions of Texas Water Code Chapters 49 and
65, as amended, and Article XVI, Section 59 of the Texas Constitution ("JCSUD") (the
Developer and JCSUD are collectively hereinafter referred to as the "Parties"). This Agreement
evidences a binding agreement between the Parties regarding water service to a development
known as the Bridges of Deer Creek located in Tarrant County, Texas anda certain Buy-Out
Option Contract between JCSUD and the city of Fort Worth, Texas. For.valuable consideration
and in consideration of the agreements contained in this Agreement, the receipt and sufficiency I'
of which are acknowledged,the Parties hereby agree as follows:
RECITALS
WHEREAS, JCSUD entered into a Buy-Out Option Contract (herein so called) with the
City of Fort Worth, Texas regarding a certain water agreement providing.water service to an
approximately 194.044 acre development now known as the Bridges of Deer Creek (the
"Development"); and
WHEREAS, the Buy-Out Option Contract provides the City of Fort Worth an option to
N
obtain the CCN covering the Bridges of Deer Creek at any time between June 27,2015 and June
27,2021; and
WHEREAS, the Developer is currently developing the 194.044 acre tract and desires to j
have the City of Fort Worth obtain the CCN and supply water directly from the City of Fort
Worth water main adjacent to the Development to the Development presently rather than in the
future as provided by the Agreement For Sale of Treated Water dated July 11, 2006 by and
between the JCSUD and the City of Fort Worth(the"Water and Wastewater Agreement");and
WHEREAS, JCSUD has incurred capital expense in improving the water infrastructure to
the development which would be recouped by JCSUD over time through the collection of
connection fees;and
WHEREAS,the Parties desire to enter into this Agreement whereby the Developer will pay
to JCSUD the estimated cost of early transfer of the CCN to the City of Fort Worth , JCSUD
will apply to the TCEQ for.a release of the CCN with respect to the Development, and JCSUD
will allow the City of Fort Worth to apply to the TCEQ for transfer of the CCN with respect to
the Development and all parties will cooperate and facilitate the release by JCSUD and transfer
to Fort Worth of the CCN with respect to the Development(the foregoing being herein referred
to as the"CCN Modification").
SETTLEMENT AGREEMENT Page I 1
NOW THEREFORE, in consideration of the mutual promises and agreements herein
contained,including the recitals set forth hereinabove,the Parties agree as follows:
TERMS OF AGREEMENT
1. PAYMENT. Developer shall deliver the sum of $252,000.00 (the "Deposit") to
Prudential Title Company of Texas ("Escrow Agent"), located at 504A North Ridgeway Drive,
Cleburne, Texas 76033 (Attention: ) to be held in escrow until such time as
JCSUD furnishes Escrow Agent with the following (collectively, the "Deposit Release
Requirements"): (a)JCSUD resolution approving the release by JCSUD and transfer to the City
of Fort Worth of the CCN with respect to the Development, (b) proof of acceptance of the
transfer to Fort Worth of the CCN with respect to the Development from the City of Fort Worth,
(c)proof of filing a petition and/or application to TCEQ for the release of the CCN with respect
to the Development by JCSUD, as provided by TCEQ, and (d) proof of filing a petition and/or
application to TCEQ for the transfer of the CCN with respect to the Development to the City of !
Fort Worth, as provided by TCEQ. The Deposit shall be released to JCSUD upon satisfactory
proof provided to the Escrow Agent and Developer that the Deposit Release Requirements have
been satisfied, and Developer has not objected to the proof of the Deposit Release Requirements
satisfaction within ten (10) days of its receipt of same. JCSUD and- Developer hereby
acknowledge and agree that upon release of the Deposit to JCSUD,Developer may construct and
install water line_s and related facilities to connect directly to the City of Fort Worth's water lines
and/or systems, notwithstanding final approval of the CCN release and transfer has not yet been
obtained from TCEQ. In the event Developer objects to JCSUD's proof of the Deposit Release
Requirements satisfaction provided by JCSUD, and it is confirmed that all of the Deposit u
Release Requirements were satisfied at the time such proof was made by JCSUD to Developer,
Developer will pay the sum of $500.00 to JCSUD to cover JCSUD's administrative costs of
obtaining additional proof for Developer. In the event TCEQ demes the release or transfer of the
CCN with respect to the Development, then JCSUD shall return the sum of $252,000.00 to I�
Developer within 10 days of the final and non-appealable decision of TCEQ and this Agreement G
shall be void and of no further effect and the agreements in place prior to the execution of this. iNN
agreement shall govern as though this agreement was never entered. In the event that the
Deposit Release Requirements are not satisfied within one hundred twenty (120) days after the
execution of this Agreement, then Developer may, at Developer's option send written notice to
JCSUD of such failure and providing JCSUD with sixty(60) days to cure. In the event that the
deficiency is not cured within such sixty (60) day period, then Developer may, at Developer's
option, terminate this Agreement by delivery of written notice of termination to JCSUD and the
Escrow Agent, in which event the Deposit (including any interest accrued thereon) shall be
immediately returned to Developer, Developer will use commercially reasonable efforts to
disconnect any pipe facilities made in the interim to connect to the City of Fort Worth's water
lines and/or systems directly, and will look to JCSUD for water service to supply the portion of
the Development in JCSUD's CCN (for as long as JCSUD is the holder of such CCN), and this i
Agreement shall be void and of no further effect and the agreements in place prior to the
execution of this agreement shall govern as though this agreement was never entered.
2. CCN TRANSFER. The City of Fort Worth shall be responsible for filing the appropriate
petition with TCEQ regarding the release, transfer and acceptance of the CCN; provided that
SETTLEMENT AGREEMENT Page 12
JCSUD shall work with the City of Fort Worth in connection therewith to ensure timely
submittal of petitions and/or applications for the release and transfer of the CCN with respect to !
the Development. JCSUD will execute any documents necessary to facilitate release by JCSUD j
and transfer the CCN covering the Development to the City of Fort Worth as provided for in that
certain Buy-Out Option Contract between JCSUD and the City of Fort Worth. JCSUD shall
substitute the June 27, 2015 date with the date of execution and shall treat the option as ripe. f
JCSUD shall enter into a Memorandum of Understanding with the City of Fort Worth to transfer
the CCN and shall enter into a CCN Transfer Agreement with the City of Fort Worth. The City
of Fort Worth shall apply to the TCEQ for the transfer and JCSUD shall execute any documents
necessary to facilitate the release and/or transfer. In connection with the CCN release and
transfer, JCSUD shall (i) cooperate with the City of Fort Worth's efforts to effectuate the CCN
release and transfer, and not protest, hinder or interfere with any petitions filed with TCEQ =.
regarding same, (ii) execute a agreement to terminate the Water and Wastewater Agreement in
such form as agreed upon by JCSUD and the City of Fort Worth, and (iii) amend the Buy-Out
Option Contract to reflect the exercise of the City of Fort Worth's Option therein, as
contemplated by this Agreement. In the event JCSUD defaults on any of its obligations
hereunder, Developer may pursue an action against JCSUD for specific performance or any
action available to Developer by the terms of this Agreement,at law or in equity. I
3. ASSIGNABILITY. This Agreement shall be binding upon the Parties hereto and to their
respective successors, heirs, and assigns; provide that neither JCSUD nor the Developer shall
assign its rights, duties or obligation hereunder without the prior written consent of the non-
assigning party hereto.
4. SEVERABILITY. If any provision contained in this Agreement shall for any reason be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision hereof and this Agreement shall be construed as if such
invalid,illegal,or unenforceable provision had never been contained herein. f
5.TIME IS OF THE ESSENCE. Time shall be of the essence in this Agreement.
6. COUNTERPARTS. This Agreement may be executed in any number of identical
counterparts,each of which will be deemed an original,and all of which will constitute one and
the same agreement.
7. APPLICABLE LAW. This Agreement and its interpretation, performance, and
enforcement shall be governed by and construed in accordance with the laws of the State of
Texas.
8. VENUE. This Agreement is performable in Johnson County, Texas and any action at
law or in equity brought to enforce or interpret any provision of this Agreement shall be brought
in Johnson County,Texas. i
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding among the Parties with respect to the subject matter hereof and supersedes all
prior agreements and understandings, inducements or conditions, whether express or implied,
SETTUMENT.AGREEMENT Page 13
oral or written, with respect to the subject matter hereof. This Agreement shall be construed as
though jointly drafted by both parties.
10. AMENDMENTS. This Agreement may only be amended upon the written consent of
both Parties.
11. COVENANT OF AUTHORITY. By their signatures below, the individuals signing
I
this Agreement covenant that they have full authority to bind and otherwise compromise the
interests
of the party that they represent.
12. CORRESPONDENCE. Unless otherwise provided by this Agreement, all
correspondence shall be delivered by certified mail, overnight courier, postage prepaid,
facsimile, or hand delivery to the address of the Parties as described below or subsequently
changed by written
notice.
For JCSUD:
Attention: Terry D. Kelley, General Manager I
Johnson County Special Utility District I
P. O.Box 509
Cleburne,TX 76003
I
With copy to JCSUD's attorney to:
Scott Cain
Cain&Associates,PC i
508-N.Ridgeway Dr.
Cleburne,Texas 76033
For Developer:
Attention: Jack Lipar
1450 Lake Robbins Drive,Suite 430
The Woodlands,TX 77380
With copy to Developer's attorney to:
Hilary Tyson
Liechty&McGinnis,LLP
11910 Greenville Ave,Suite 400
Dallas,Texas 75243
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
SETTLEMENT AGREEMENT Page 14
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of
the Effective Date.
LGI Crowley Land Partners,LLC Date:
a Texas limited liability company
By: LGI Fund III Holdings,LLC,
a Texas limited liability company
its Manager
By: LGI Fund III GP,LLC,
a Texas limited liability company,its managing member
By:
Name:
Title:
ATTEST:
Secretary
JOHNSON COUNTY SPECIAL UTILITY DISTRICT
By: Date:
E
ATTEST:
Secretary
SETTLEMENT AGREEMENT Paged 5
IN WITNESS WHEREOF,the Parties have caused this Agreement to be executed as of
the Effective Date, j
LGI Crowley Land Partners,LLC Date:
a Texas limited liability company
i
By: LGI Fund III Holdings,LLC,
a Texas limited liability company
its Manager I
i
By: LGI Fund III P,LLC, i
a Texas li ed lia ility company,its managing member
By: I
Name: :iL L 'I
Title: CIE
ATTEST:
I
Secretary 1
JOHNSON COUNTY SPE IAL UTILITY DISTRICT I
1 �!
ii
By: Date: f'il►et. 2PI4l
ATTEST:
'I
�I
Secretary
SETTLEMENT AGREEMENT Page 15
M&C Review Page 1 of 2
Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA FQRTTiI
COUNCIL ACTION: Approved on 3/25/2014
REFERENCE60BRIDGES CONTRACTS-
DATE: 3/25/2014 NO.: **C-26730 LOG NAME: CCN-OUTSIDE CITY
WATER
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Amendment and Exercise the Buy-Out Option Contract with
Johnson County Special Utility District for the Certificate of Convenience and Necessity,
City Secretary Contract No. 33926, Provide Consent to Terminate the Agreements for Sale
of Treated Water, City Secretary Contract No. 33925 and Sewer Service Billing, City
Secretary Contract No. 33928 with Johnson County Special Utility District, Authorize
Application for Transfer of Part of Certificate of Convenience and Necessity No. 10081 to
the City, and Authorize Water and Wastewater Service at 1.25 Times the Retail Rate to the
Bridges Development, Located at the Southeast Intersection of FM 1187 and Floyd
Hampton Road, Pursuant to City Code Section 35-60B, Uses Outside City (Adjacent to
COUNCIL DISTRICT 6)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize Amendment and exercise of the Buy-Out Option contract with Johnson County Special
Utility District for the Certificate of Convenience and Necessity, City Secretary Contract No. 33926;
2. Provide consent to terminate the Agreements for sale of treated water, City Secretary Contract
No. 33925 and sewer service billing, City Secretary Contract No. 33928 with Johnson County Special
Utility District;
3. Authorize the Application to the Texas Commission on Environmental Quality for Transfer of Part
of Certificate of Convenience and Necessity No. 10081 to the City; and
4. Authorize Water and Wastewater Service at 1.25 Times the Retail Rate to the Bridges
Development, Located at the Southeast Intersection of FM 1187 and Floyd Hampton Road, pursuant
to City Code Section 35-60B, uses outside City.
DISCUSSION:
The Bridges development consists of a 194-acre parcel of land located at the southeast intersection
of FM 1187 and Floyd Hampton Road and in the City of Fort Worth's Extraterritorial Jurisdiction
(ETJ). The development is currently within the Johnson County Special Utility District's (JCSUD)
water Certificate of Convenience and Necessity No. (CCN) 10081 as issued by the Texas
Commission on Environmental Quality (TCEQ). The CCN authorizes JCSUD to be the sole provider
of potable water service within the CCN areas.
In 2006, the City Council authorized the City to enter into an Agreement for the Sale for Treated
Water Contract (CSC No. 33925) and an Agreement for Sewer Service Billing (CSC No. 33928) as
well as Buy-Out Option Contract (CSC No. 33926)with Johnson County Special Utility District. The
Buy-Out Option Contract provided the City with the option to acquire the Certificate of Convenience
and Necessity (CCN) between June 27, 2015 and June 27, 2021, unless agreed to in writing by both
parties. While the Contract allows an early buy-out of the CCN, the closing date for the property (to
include the water and sewer facilities necessary to serve the development) is restricted until June 27,
2016. Therefore an amendment to the Buy-Out contract to exercise the option now is
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=19457&councildate=3/25/2014 09/19/2014
M&C Review Page 2 of 2
necessary. Furthermore, by written Agreement, a developer, LGI Homes, is compensating the full
acquisition costs of the CCN to the JCSUD to be held in escrow to allow for the transfer of the portion
df the development located within the JCSUD CCN and in the City's ETJ to the City. Exercising the
buy-out option will then eliminate the need for the water and sewer contracts. After LGI Homes
compensates JCSUD, the Water Department will submit an application for transfer of part of CCN No.
10081 from Johnson County Special Utility District to the City. Upon approval by TCEQ, the City will
be authorized to provide retail water service to the Bridges development. And since this development
is located within the ETJ, upon City Council approval, service will be provided to the development at
1.25 times the City's retail rates.
This project is located adjacent to COUNCIL DISTRICT 6, Mapsco 117T, 117U, 117X and 117Y.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that the Water and Sewer Department will be
responsible for the collection of revenue due to the City.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by Fernando Costa (6122)
Originating Department Head: S. Frank Crumb (8246)
Additional Information Contact: Andy Cronberg (5020)
Wendy Chi-Babulal (8242)
ATTACHMENTS
Bridges Exhibit.pdf
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=I 9457&councildate=3/25/2014 09/19/2014