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Home My WebLink AboutContract 55233-A1 CSCO No. 55233-Al AMENDMENT NO. 1 TO CITY SECRETARY CONTRACT NO.55233 WHEREAS, the City of Fort Worth ("City") and Walton Development & Management TX, LLC ("Owner") made and entered into a Transportation Impact Fee Credit Agreement, City Secretary Contract No. 55233 (the"Agreement");and WHEREAS, Owner has requested to add Tracts 1-6, 8, 9, and 17 of the approved concept plan area for Rock Creek Ranch (CP-16-005) ("Rock Creek Ranch Property"), as eligible to receive transportation impact fee credit for the dedication and construction of Brewer Road completed by City Project No. 101459; and WHEREAS,The land identified in Exhibit"A-1"("Chisholm Trail Property")is owned by WM SUB CTR,LP,a Texas Limited Partnership("Assignee 1"),attached hereto and incorporated herein;and WHEREAS, Owner desires to assign the Agreement to WM SUB CTR, LP, a Texas Limited Partnership("Assignee I")and WUSF 4 Rock Creek,LP,a Texas Limited Partnership,and Walton Texas,LP, a Texas Limited Partnership, on behalf of itself and in its capacity as an owner of the Rock Creek Ranch Property, and on behalf of all other owners of the Rock Creek Ranch Property in its capacity as manager, operator,or agent,or as applicable("Assignee 2"),collectively("Assignees"); and WHEREAS,Owner desires to transfer and assign to Assignee 1,Transportation Impact Fee Credits in the amount of$1,017,450.00 which are allocated hereinafter to the Chisholm Trail Property;and WHEREAS,it has become necessary to execute this Amendment No. 1 to said Agreement to assign the Agreement,transfer,and reallocate certain credits,and replace Exhibits"C, D,and F"with Exhibits"C-1, D-1,and F-1"respectively attached to this Amendment. NOW THEREFORE,City,Owner,and Assignees,acting herein by and through their duly authorized representatives,enter into the following agreement that amends the Agreement: 1. The credit Agreement is incorporated herein by reference. 2. Owner does hereby transfer and assign to Assignee 1 Transportation Impact Fee Credits in the amount of$1,017,450.00 for the Chisholm Trail Property,which portion of the Transportation Impact Fee Credits shall run with the land constituting the Chisholm Trail Property.No further assignment or consent of the City will be required for such portion of the Transportation Impact Fee Credits to be utilized by a subsequent owner of the Chisholm Trail Property; however, Assignee 1 shall notify the City in writing within 10 days after the conveyance of the Chisholm Trail Property and such new owner or owners of the Chisholm Trail Property shall succeed to all rights and obligations of the "Owner"under the Agreement with respect to the Chisholm Trail Property in place of Assignee 1. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 3. Owner does hereby transfer and assign the remaining $576,826.92 in Transportation Impact Fee Credits to Assignee 2 for the Rock Creek Ranch Property. 4. By Accepting this Assignment, Assignees agree to perform and to be bound to the extent of the assigned obligations of the Credit Agreement. 5. Owner and Assignees agree to execute any and all documents to further evidence of this agreement. 6. This Assignment shall be governed by and construed in accordance with the substantive laws of the State of Texas. 7. Exhibits"C and D"to the Agreement shall be replaced with Exhibits"C-1,D-1"attached hereto and incorporated herein by this reference. 8. Exhibit"F"to the Agreement shall be amended to reflect the allocation of the Transportation Impact Fee Credits to the Assignees,and replaced with Exhibit"F-1"attached hereto and incorporated herein by this reference. 9. In the event of any conflicts between this Amendment 1 and the Agreement,the terms of this amendment shall control.All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. (Remainder of Page Intentionally Left Blank) IN WITNESS WHEREOF,the undersigned parties have executed this Agreement to be effective as of the date subscribed by the City's designated Assistant City Manager. CITY OF FORT WORTH,TEXAS OWNER Walton Development&Management,TX,LLC Steve Cobke(Dec 22,zou 1 6:45 CST)csT) a Texas Limited Liability Company Dana Burghdoff Assistant City Manager By:Walton Development and Management(WJA),Inc. Dec 22, 2021 an Arizona Corporation, Date: its Manager Ed lfadley Recommended By: Ed Hadley(Dec 20,202113:57 MST) z_Ea; L Ed Hadley DJ Ha�21,2021 13:07 CST) Authorized Signatory D.J.Harrell Director,Development Services ASSIGNEE I WM SUB CTR,LP Approved as to Form and Legality: a Texas Limited Partnership f�l DBlack(Dec 22,2021 16:16 CST) By: WM SUB CTR,LLC Douglas Black a Delaware General Partner, Assistant City Attorney its General Partner M&C:None required By: WM Holdings,OI,LLC a Delaware limited liability company, its Sole Member and Manager By: Walton WMOI Investor,LLC a Delaware limited liability company, its Manager By: WDH Management,INC. a Delaware corporation, its Manager Ed lfadley Ed Hadley(Dec 20,202113:57 MST) Ed Hadley Authorized Signatory OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX CITY OF FORT WORTH,TEXAS ASSIGNEE 2 WUSF 4 Rock Creek,LP ATTEST: � a Texas Limited Partnership 7Gl`l`lGI��GI c) GDOG�GILL of°FORT�aa� Jannette S.Goodall(Dec 28,202107:15 CST) 9.o �%� d By: WUSF 4 Rock Creek GP,LLC Jannette Goodall d vg 82� a Delaware limited liability company City Secretary o Co* its General Partner nEXAso4p Contract Compliance Manager: By: Walton US Land Fund 4,LP a Delaware limited partnership By signing, I acknowledge that I am the person its Manager responsible for the monitoring and administration of this contract, including ensuring all performance and By: WUSF 4 GP,LLC reporting requirements a Delaware limited liability company, its General Partner LEONARD MANTEY(Dec 20,202109:17 CST) Leonard Mantey By: Walton Land Management(USA),Inc Planning Manager— Strategic Operations a Delaware corporation, Development Services Department its Manager Ed ffadlev Ed Hadley(Dec 20,202113:57 MST) Ed Hadley Authorized Signatory WALTON TEXAS,LP a Texas limited partnership, on behalf of itself in its capacity as an owner of the Rock Creek Ranch Property and on behalf of all other owners of the Rock Creek Ranch Property in its capacity as manager,operator,or agent,as applicable By: Walton Texas GP,LLC a Texas limited liability company its General Partner By: Walton International Group,Inc. a Nevada corporation its Manager Ed ffadley Ed Hadley(Dec 20,202113:57 MST) Ed Hadley Authorized Signatory OFFICIAL RECORD CITY SECRETARY FT. 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II ------------ I _ ay \ \ I nB II I 3 ) amnA 'gs vy51 AV � �a� cEa� V -_ I W 9 6 r R.� Exhibit "D Chisholm Trail Ranch Ph. 3 *Eligible for Credit Against kV Transportation Impact Fees s Right-of-Way Dedication &Construction FORT WORTH MCPHERSON ` yk r e _ ,TMaq f I N 1 R1�f F,, reef R1 h Y W W q CLE E CRO W LEY f ST FART FF DTI f '2�scee.6. .. jeP kjti r _ , Eligible Improvements Limits Brewer Road ROW Dedication(FP-18-004) ' =FN Brewer Road ROW Construction(CPN 101459) F Y 1/ee MEN U y 9.. 4 q Transportation Impact Fee Credit Amendment Page 7 of 8 Chisholm Trail Ranch Ph.3 CA-20-013 EXHIBIT F-1 Allocation of Credits will be on a first-come/first-served basis within the boundaries of the plats listed below and shall run with the land PLAT NUMBER ENTITY CREDIT ALLOCATION PP-19-056 WM SUB CTR,LP $1,017,450.00 CP-16-005 (Tracts 1-9,and 17) WUSF 4 Rock Creek,LP $576,826.92