HomeMy WebLinkAboutContract 57025 CSC No. 57025
PRE-ANNEXATION AGREEMENT
BETWEEN THE CITY OF FORT WORTH,TEXAS
AND LPC BLUESTONE,LP
THIS PRE-ANNEXATION AGREEMENT ("Agreement") is made and entered into this
day of ,2021, ("Effective Date")by and between the City of Fort Worth,
a home rule municipal corporation located in the state of Texas ("City"), and situated in portions
of Tarrant,Denton,Johnson,Parker,and Wise Counties,acting by and through its duly authorized
Assistant City Manager, and LPC Bluestone, LP, a Delaware limited partnership, acting by and
through its duly authorized agent(the "Owner").
RECITALS
The parties agree that the following recitals are true and correct and form the basis
upon which the parties have entered into this Agreement.
WHEREAS, Owner owns certain land situated in Denton County, Texas, which consists
of approximately 90.50 acres of land in the City's extraterritorial jurisdiction, such property being
more particularly described and set forth in Exhibit "A" attached and incorporated herein by
reference ("Property"); and
WHEREAS, the Property was previously located within Aqua Texas, Inc.'s
Certificate of Convenience and Necessity ("CCN") area for water service, CCN No. 13201
("Aqua's Water CCN"); and
WHEREAS,Owner or its predecessor-in-interest submitted a petition to the Public Utility
Commission of Texas("PUC")pursuant to PUC Docket No. 51492 to amend Aqua's Water CCN
and release the Property therefrom ("Owner's PUC Application") in order to allow the City to
provide water service to the Property; and
WHEREAS, upon the release of the Property from Aqua's Water CCN (which
occurred prior to the Effective Date),the City will be the retail water provider to the Property;
WHEREAS,the Property is located within the City's extraterritorial jurisdiction and
not presently contiguous to the City; and
WHEREAS, the Owner of the Property has requested water and sewer service to the
property and pursuant to the City's annexation policy, all property to receive such services must
be within the corporate limits of the City or the Owner must agree to be annexed into the corporate
limits of the City when the Property becomes contiguous to the City; and
WHEREAS,the parties intend that this Agreement be a development agreement as
provided for by Section 212.172 of the Texas Local Government Code; and
WHEREAS,the parties have the authority to enter into this Agreement pursuant to Section
212.172 of the Texas Local Government Code; and
OFFICIAL RECORD
Pre-Annexation Owner-Initiated Annexation Water Service Agreement CITY SECRETARY
FT. WORTH, TX
WHEREAS, the annexation of the Property and execution of this Agreement are subject
to approval by the Fort Worth City Council; and
NOW THEREFORE, in exchange for the mutual covenants, conditions and promises
contained herein, City and Owner agree as follows:
1. PROPERTY. This Agreement is only applicable to the Property, which is more particularly
described and set forth in Exhibit"A".
2. INTENT; ANNEXATION. It is the intent of the City and the Owner (i) that the Property
shall be annexed into the corporate limits of the City when the Property becomes contiguous
to the City;and(ii)to allow for the provision of water and sewer services to the Property prior
to such annexation in accordance with the City's annexation policy and state law. As a
condition of said provision of water and sewer services, and pursuant to the authority under
Section 212.172 of the Texas Local Government Code, the parties agree that the City may
annex the Property upon it becoming contiguous and adjacent to the City corporate limits.
The formal Petition/Consent for Annexation is attached hereto as Exhibit `B" and made a
part hereof(the "Petition"). No further consent of Owner shall be required for the City to
annex said property at some time in the future upon the Property becoming contiguous and
adjacent to the City corporate limits. Upon the request of the City, the Owner shall execute
the Petition and all applications and documentation required by state law to effectuate such
annexation. Upon annexation of the Property into the City,the City shall provide services to
the Property (in addition to services already provided under this Agreement), in accordance
with a service plan and Section 43.056 of the Texas Local Government Code.
3. WATER AND WASTEWATER SERVICE; INFRASTRUCTURE; FEES.
(a) Retail Sewer Service. From and after the Effective Date, the City agrees to
provide retail sewer service to the Property in a manner that is consistent with its policies and
procedures in effect and in compliance with Chapter 35 of the City of Fort Worth Code of
Ordinances ("City Code'). The City will provide retail sewer service to the Property at the time
the City provides retail water service to the Property. Until annexation into the City's corporate
limits, the Property shall be charged the rates and charges established by the City Council for
outside the City limit customers.Upon annexation,the Property will be charged the same rates and
charges pursuant to the same terms as the City provides sewer service to other property within the
City's corporate limits.
(b) Wastewater Infrastructure. The Owner's maximum wastewater demand for
a proposed light industrial development on the Property pursuant to the Development Regulations
(defined below)is 0.2 MGD("Owner's Maximum Wastewater Demand"). If the actual demand is
greater, then the Owner shall provide the revised demand to the City as soon as practicable after
such information becomes available to Owner. The Property may be connected to wastewater
service through a tie-in to the existing City wastewater facilities located south of State Highway
114, as generally depicted on Exhibit"C" ("Existing Sewer Connection"), which have available
capacity and will supply Owner's Maximum Wastewater Demand. Other than providing an 8"
wastewater connection from the Property to the Existing Sewer Connection ("Wastewater
Connection"), Owner shall not be required to construct any off-site wastewater facilities for
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development of the Property. The Owner shall obtain any and all necessary off-site easements for
the Wastewater Connection and shall dedicate such easements to the City through the City's
Infrastructure Plan Review Center (IRPC) review and approval process. After completion of the
Wastewater Connection, Owner will dedicate the Wastewater Connection to the City either via
plat or separate instrument. The City will accept the Wastewater Connection and shall be
responsible for any maintenance related thereto from and after the date of the City's acceptance.
(c) Retail Water Service. Upon the Property's release and decertification from
Aqua's Water CCN by final order of the PUC (which Owner and the City agree occurred prior to
the Effective Date), the City agrees to provide water service to the Property in a manner that is
consistent with its policies and procedures in effect and in compliance with Chapter 35 of the City
Code.Until annexation into the City's corporate limits,the Property shall be charged the rates and
charges established by the City Council for outside the City limit customers.Upon annexation,the
Property will be charged the same rates and charges pursuant to the same terms as the City provides
sewer service to other property within the City's corporate limits.
(d) Water Infrastructure. The City acknowledges that its water facilities within
State Highway 114 immediately east of the Property ("City SH 114 Water Facilities") have
available capacity to serve the development of the Property in accordance with the Development
Regulations.The Property may be connected to water service through a water line connection from
the Property to the City SH 114 Water Facilities ("Water Line Connection") in accordance with
the Subdivision Ordinance (defined below). The City will participate in any upsizing of water
facilities required to the west property line along the frontage of SH 114 to provide water service
to the Property up to a 24-inch water line. The City SH 114 Water Facilities and the Water Line
Connection are generally depicted on Exhibit "D" attached hereto. Other than portion(s) of the
Water Line Connection located outside the boundaries of the Property(if any),Owner shall not be
required to construct any off-site water facilities for development of the Property. The City agrees
to grant owner any necessary easements needed for Owner to provide the Water Line Connection,
in a form mutually agreed upon by the parties. Further, the City agrees to cooperate with Owner
in obtaining any required easements from the State of Texas for the Water Line Connection.After
completion of the Water Line Connection, Owner will dedicate the Water Line Connection to the
City either via plat or separate instrument. The City will accept the Water Line Connection and
shall be responsible for any maintenance related thereto from and after the date of the City's
acceptance.
(e) PUC Applications. Prior to the Effective Date hereof, the PUC issued an
order to decertify and release the Property from Aqua's Water CCN and Owner or its predecessor-
in-interest has entered into a Compromise and Settlement Agreement regarding compensation
related to thereto. Additionally, Owner obtained a final order from the PUC for decertification
and release of the Property from Aqua's Water CCN, at no cost to the City. From and after the
Effective Date, the City shall proceed with all development approvals required for Owner's
development of the Property, including without limitation approval of any zoning, platting, or
construction plan review,as applicable.Upon final order of the PUC for decertification and release
of the Property from Aqua's Water CCN,the City shall make application to the PUC to amend the
City's CCN(s) to include the decertified area. Both parties agree to cooperate with the other as
needed for approval by the PUC of the aforementioned CCN applications.
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(f) Roadway Infrastructure. Owner is required to construct or dedicate right-
of-way for Owner's roughly proportional share in conformance with Section 212.904 of the Texas
Local Government Code for any off-site roadway facilities for development of the Property;
however,the parties agree that there are no roadway facility capital improvements necessitated by
and attributable to the Owner's proposed development of the Property and, therefore, no off-site
roadway facilities (or dedication of right-of-way related thereto)will be required for development
of the Property.
(g) Required Easements and Consents for Public Infrastructure. Owner agrees,
at its sole cost,to obtain all third party rights-of-way, consents, or easements, if any, required for
public infrastructure to serve the Property, including without limitation the Wastewater
Connection and the Water Line Connection.
(h) Fees.
(i) Sewer Per Acre Charge.
(A) The City will design and build or cause to be designed and
built a sewer main that is parallel to a portion of the sewer main downstream
from the Brookfield sewer main that will serve the Property (in addition to
other properties served by the Brookfield sewer main), identified on
Exhibit"E"attached hereto("Parallel Sewer Main").The parties agree that
the cost of the Parallel Sewer Main is not proportionate to Owner's
Maximum Wastewater Demand for the Property. Owner shall pay an
estimated per acre charge(pursuant to Chapter 35,Article III,Division 3 of
the City Code) of$580.00 per acre for the Parallel Sewer Main ("Parallel
Sewer Main Estimated Per Acre Charge"). Upon completion of the Parallel
Sewer Main, the City will provide Owner with an accounting evidencing
the actual costs of the Parallel Sewer Main ("Parallel Sewer Main Cost
Documentation"). If the actual per acre charge of the Parallel Sewer Main
is greater than the Parallel Sewer Main Estimated Per Acre Charge, then
Owner will pay the difference to the City within 30 days of receipt of the
Parallel Sewer Main Cost Documentation. If the actual per acre charge of
the Parallel Sewer Main is less than the Parallel Sewer Main Estimated Per
Acre Charge, then the City shall provide Owner with a reimbursement for
the difference within 30 days of completion of the Parallel Sewer Main.
Notwithstanding any statement to the contrary herein, Owner's cost
participation in the Parallel Sewer Main shall be proportionate to the
wastewater demand generated by the Property and otherwise in accordance
with applicable city ordinances, rules, regulations and policies and other
applicable law.
(B) In addition to the Parallel Sewer Main Estimated Per Acre
Charge, the Owner shall pay or cause to be paid the Brookfield Offsite
Sewer Per Acre Charge of$422.48 per acre.
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(C) The parties agree that the only Sewer Per Acre Charges to be
assessed to the Property/Owner shall be those described in Sections
3(h)(i)(A)-(B) pursuant to Chapter 35, Article III, Division 3 of the City
Code. The Sewer Per Acre Charges described herein shall be paid to the
City at the time the final plat for the proposed development is approved and
ready to be filed.
(D) If the proposed use for the Property is changed to a
manufacturing industrial use with a large sewer demand exceeding Owner's
Maximum Wastewater Demand contemplated herein, then the cost
participation in the Parallel Sewer Main will be based on the increased
sewer demand to the total capacity of the parallel sewer main and not based
on the per acre charge stated in subsection 3(h)(i)(A) above.
(E) The sewer per acre charges stated herein are subject to a two
percent (2%) annual cost adjustment starting January 1, 2020, adopted by
the City Council on June 25, 2019 pursuant to Ordinance No. Ord. 23708-
06-2019.
(ii) Water Main Capacity Charge. The Owner shall pay the applicable
water main capacity charges (described in this Section 3(h)(ii))to the City prior to
the filing of a final plat for the Property in accordance with the requirements of
Chapter 35, Art. III, Division 4 of the City Code. Owner's Water Main Capacity
Charge shall be proportionate to the Maximum Day Demand in the water study for
the Property approved as part of the platting process in accordance with the
Subdivision Ordinance and with other applicable provisions of the City Code,rules,
regulations and policies, and all other applicable law. Capitalized terms used in
this section, but not defined herein shall have the meaning ascribed to those terms
set forth in Chapter 35,Art. 111, Division 4 of the City Code. Owner's Water Main
Capacity Charge shall expressly include and be limited to Owner's proportionate
share of the following water facilities at the charges described below:
(A) NS-III 36-inch water transmission main at Rancho Canyon
and John Day Road: capacity charges for the NS 1142- inch and NS 1I136-
inch transmission mains shall be $206,224.00 per maximum day MGD of
demand.
(B) Tradition's NS-III Offsite Water Line from Rancho Canyon
to SH 114 CPN#102240 ("CPN#102240") is estimated at $279,346.00 per
maximum day MGD of demand ("CPN#102240 Estimated Capacity
Charge'); and
(C) NS-111 24-inch off-site water transmission main along SH
114 part of Tradition's Winding Meadows Drive CPN#102307
("CPN#102307") is estimated at $70,276.00 per maximum day MGD of
demand("CPN#102307 Estimated Cqpaciiy Charge",which along with the
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CPN#102240 Estimated Capacity Charge may each be referred to herein as
an "Estimated Capacity Charge").
(D) Upon completion of each of CPN#102240 and CPN#102307
(collectively, the "Future Water Facilities"), as applicable, the City will
provide Owner with an accounting evidencing the actual costs of each of
the Future Water Facilities (for each water facility improvement,
respectively,the"Water Facility Cost Documentation"). If the actual water
main capacity charge of either or both of the Future Water Facilities is
greater than the applicable Estimated Capacity Charge,then Owner will pay
the difference to the City within 30 days of receipt of the applicable Water
Facility Cost Documentation. If the water main capacity charge for either
or both of the Future Water Facilities is less than the applicable Estimated
Capacity Charge, then the City shall provide Owner with a reimbursement
for the difference within 30 days of completion of each of the Future Water
Facilities,as applicable.For the avoidance of doubt,the Water Facility Cost
Documentation and related reimbursement(as applicable)shall be provided
for each of the Future Water Facilities separately,so that if one of the Future
Water Facilities is completed before the other, the Water Facility Cost
Documentation or reimbursement (as applicable) shall be provided by the
City within 30 days of completion of each of the Future Water Facilities.
Notwithstanding any statement to the contrary herein, Owner's cost
participation in the Future Water Facilities shall be proportionate to the
water demand generated by the Property in accordance with applicable law.
(E) The parties agree that the only water main capacity charges
to be assessed to the Property/Owner shall be those described in this Section
3(h)(ii)pursuant to Chapter 35, Article III, Division 4 of the City Code.
(F) The water main capacity charges stated herein are subject to
a two percent(2%)annual cost adjustment starting January 1,2020,adopted
by the City Council on June 25, 2019 pursuant to Ordinance No. Ord.
23708-06-2019.
(iii) Transportation Impact Fees. The Property is not located within a
transportation service area as defined by Chapter 30,Article VIII of the City Code,
the Fort Worth Transportation Impact Fee Regulations ("Transportation
Regulations"). The parties agree that there are no roadway facility capital
improvements necessitated by and attributable to the Owner's proposed
development of the Property pursuant to the City's Transportation Improvement's
Plan;therefore,no transportation impact fees shall be assessed against the Property
pursuant to the Transportation Regulations.
(iv) Capital Recovery Fee. Other than impact fees adopted by the City
in compliance with Texas Local Government Code Chapter 395 ("Chapter 395")
and collected at the time of building permit issuance or any fees expressly set forth
in this Agreement, no water, sewer, or roadway capital recovery fees of any kind,
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including, but not limited to, pro rata fees, shall be charged against the Property.
Impact fees (except impact fees for roadway facilities which will not be assessed
against the Property) will be used by the City to fund costs associated with water
and sewer improvements that serve the Property or rebated or credited in
compliance with the City's impact fee regulations and state law. The Property shall
be subject to the City impact fees in effect at the time an impact fee is assessed or
as amended by the City Council in accordance with Chapter 395 and otherwise in
accordance with applicable law.
(v) Exclusive Fees. Fees approved by the City Council on or before the
Effective Date, including but not limited to impact fees duly adopted by the City in
accordance with state law, and fees described in this Agreement shall be the
exclusive fees charged for development of the Property.
4. DEVELOPMENT REGULATIONS.
(a) Governing Regulations. Development of the Property shall be governed by
all applicable City regulations as such regulations are modified by the following regulations
(collectively,the"Governing_Regulations"):
(i) The provisions of the City's Zoning Ordinance, Appendix A to the
City Code, as amended, in effect on the date the first application for a preliminary
plat of all or any portion of the Property is filed with the City (the "Zoning
Ordinance"), as modified by the Development Regulations (defined below);
(ii) the development regulations for the Property set forth in Section
4(b) of this Agreement(the "Development Regulations");
(iii) the City's subdivision ordinance, Chapter 31, Part II of the City
Code, as amended, in effect on the date the first application for a preliminary plat
of all or any portion of the Property is filed with the City (the "Subdivision
Ordinance"). In the event of a conflict between the Subdivision Ordinance and the
Development Regulations,the Development Regulations shall control. In the event
of a conflict between the Subdivision Ordinance and the terms of this Agreement,
the terms of this Agreement shall control;
(iv) upon annexation into the City corporate limits,the uniform building
codes, as amended from time to time, including any local amendments thereto
adopted by the City, and including any permits, inspections and fees related thereto
(the "Building Codes"). The term "Building Codes," as applied to a particular
building shall mean the Building Codes in effect on the date an application is filed
for a building permit for the building in question. For the avoidance of doubt, the
Building Codes shall only apply to new construction that occurs after annexation
of the Property into the City corporate limits; and
(v) fees shall be governed by Section 3(h)of this Agreement.
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(b) Development Regulations. The Property shall be developed in accordance
with the light industrial ("I") district of the Zoning Ordinance ("I District'), subject to the same
allowed uses, development standards, and conditions applicable in the I District set forth in the
Zoning Ordinance as of the Effective Date ("Development Regulations").
(c) Zoning.Upon and substantially concurrent with annexation of the Property,
the City shall place an item on a public hearing agenda for consideration of zoning the Property
consistent with the Development Regulations; and may, after exercising its legislative discretion,
zone the Property in accordance with the same. Regardless of how the City zones the Property,
and notwithstanding anything to the contrary in the Zoning Ordinance, the Property shall be
governed by and may be used and developed in accordance with the Development Regulations
and all other terms of this Agreement at all times during the Term of this Agreement.All applicable
City ordinance requirements that reference the City's Zoning Ordinance or compliance with
zoning regulations or the City's comprehensive plan shall be interpreted to mean compliance with
the Development Regulations.
(d) Conflicts. In the event of any conflict between this Agreement and any other
ordinance, rule, regulation, standard, policy, order, guideline or other City-adopted or City-
enforced requirement("public law")whether existing on the Effective Date or hereinafter adopted,
the parties agree that the City Council, by approving this Agreement, waives the public law and
this Agreement shall control providng no other state or federal regulation applies and is required
to supercede such provision pursuant to applicable law.
5. TERM. The term of this Agreement shall be twenty-five (25) years after the Effective Date,
unless extended by mutual agreement of the parties ("Term"); provided that the total duration
of the Agreement and any successive renewals or extensions may not exceed 45 years.
Nothwithstanding the Term of the Agreement, if the Property has been annexed by the City in
accordance with this Agreement before the Term expiration date, then the Property shall
remain within the City's territorial jurisdiction and be subject to City policy and regulations in
accordance with applicable law following the expiration of the Term.
6. NOTICE AND CURE PERIOD. Owner shall not be in default under this Agreement until
notice of the alleged failure to perform has been given in writing by the City(which Notice(as
defined herein) shall set forth in reasonable detail the nature of the alleged failure) and until
Owner has been given a reasonable time to cure the alleged failure(such reasonable time to be
determined based on the nature of the alleged failure, but in no event less than forty-five (45)
days) after Notice of the alleged failure has been given. If Owner has received Notice under
this Section 6, but cannot cure an alleged failure to perform within forty-five (45) days after
receipt of such Notice, Owner shall give written notice to the City within such forty-five (45)
day period (a) stating that Owner cannot cure the alleged failure within forty-five (45) days
after receipt of Notice, and explaining the reason; and (b) providing a date by which Owner
can reasonably cure the alleged failure ("Cure Time Notice"). If Owner does not timely
provide a Cure Time Notice it shall be deemed to be able to cure the alleged failure to perform
within forty-five (45) days after the original Notice of the alleged failure was given.
Notwithstanding the foregoing, Owner shall not be considered in default under this Agreement
if,within the applicable cure period, Owner cures the alleged failure.
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7. FORCE MAJEURE. It is expressly understood and agreed by the parties to this Agreement
that if a party's ability to satisfy any obligation under this Agreement is delayed by reason of
war, civil commotion, acts of God, inclement weather, governmental restrictions, regulations,
or interferences,delays caused by franchised utilities or their contractors,fire or other casualty,
delays related to declared national, county,City or other governmental emergencies(including
without limitation COVID-19 or other pandemic or epidemic events), shortages or
unavailability of labor, supplies or materials, court injunction, condemnation proceedings, or
any circumstances which are reasonably beyond the control of the party obligated or permitted
under the terms of this Agreement to do or perform the same, regardless of whether any such
circumstances are similar to any of those enumerated or not,the party so obligated or permitted
shall be excused from doing or performing the same during such period of delay, so that the
time period applicable to such performance shall be extended for a period of time equal to the
period such party was delayed.
8. DELIVERY OF NOTICES. All notices, statements, demands, consents and other
communications ("Notices ")required or permitted to be given by any party to another party
pursuant to this Agreement or pursuant to any applicable laws shall be properly given only if
the Notice is: (a)made in writing(whether or not so stated elsewhere in this Agreement); and
(b) sent to the party to which it is addressed at the address set forth below or at such other
address as such party may hereafter specify by at least five (5) calendar days prior written
notice:
If to the City: City of Forth Worth Water Department
Director
Chris Harder, PE
200 Texas Street
Fort Worth, Texas 76102
Christopher.Harder@fortworthtexas.gov
If to Company: James G. Martell
c/o Logistics Property Company, LLC
1 N. Wacker, Suite 1925
Chicago, IL 60606
Telephone: (708) 667-6940
Email: jmartell@logisticspropco.com
with a copy to: Erica Lauer
Logistics Property Company, LLC
1 N. Wacker, Suite 1925
Chicago, IL 60606
Telephone: (708) 667-6962
Email: elauer@logisticspropco.com
All Notices required or permitted to be given hereunder shall be deemed to be duly given and
effective on the date of receipt which shall be determined as follows: (a)at the time of delivery,
if such Notice is personally delivered; or (b) on the third business day after mailing, if such
Notice is deposited with the United States Postal Service, postage prepaid, for mailing via
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certified mail, return receipt requested; or(c) on the next business day, if such Notice is sent
by a nationally recognized overnight courier which maintains evidence of receipt; or(d)upon
receipt of delivery, if such Notice is sent by electronic mail transmission before 5:00 p.m.
C.S.T. with a confirmation copy delivered the following day by a nationally recognized
overnight courier which maintains evidence of receipt. Notices shall be effective on the date
of receipt as provided above;provided that,if any Notice is not received or cannot be delivered
due to a change in address of the receiving party, of which notice was not properly given to
the sending party, or due to a refusal to accept by the receiving party, such Notice shall be
effective on the date delivery is attempted.
9. AUTHORITY. City and Owner represent that they have full power,authority and legal right
to execute, deliver and perform their obligations pursuant to this Agreement. Owner
acknowledges that approval of annexation of the Property is within the sole jurisdiction of the
City Council.Nothing in this Agreement guarantees favorable decisions by the City Council.
10. SEVERABILITY. If any part, term, or provision of this Agreement is held by the courts to
be illegal, invalid, or otherwise unenforceable, such illegality, invalidity, or unenforceability
will not affect the validity of any other part,term or provision,and the rights of the parties will
be construed as if the part, term, or provision was never part of the Agreement.
11. INTERPRETATION. The parties to this Agreement covenant and agree that in any litigation
relating to this Agreement, the terms and conditions of the Agreement will be interpreted
according to the laws of the State of Texas. The parties acknowledge that they are of equal
bargaining power and that each of them was represented by legal counsel in the negotiation
and drafting of this Agreement.
12. GOVERNING LAW AND VENUE. Venue shall be in the state courts located in Tarrant
County, Texas or the United States District Court for the Northern District of Texas, Fort
Worth Division.
13. NO WAIVER. The failure of either party to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted hereunder shall not constitute a
waiver of that party's right to insist upon appropriate performance or to assert any such right
on any future occasion.
14. GOVERNMENTAL POWERS. It is understood that by execution of this Agreement, the
City does not waive or surrender any of its governmental powers or immunities.
15. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same instrument.
16. CAPTIONS. The captions to the various clauses of this Agreement are for informational
purposes only and shall not alter the substance of the terms and conditions of this Agreement.
17. AGREEMENT BINDS SUCCESSORS AND RUNS WITH THE LAND;
ASSIGNMENT. This Agreement shall be duly recorded in the Public Records of the county
in which the Property is located. This Agreement is binding on and inures to the benefit of the
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parties, their successors, and assigns. The terms of this Agreement constitute covenants
running with the land comprising the Property and is binding on the parties hereto. Owner has
the right(from time to time without the consent of the City,but upon written notice to the City)
to assign this Agreement, in whole or in part, including any obligation, right, title, or interest
of Owner under this Agreement to any person or entity that is or will become an owner of all
or any portion of the Property (an "Assignee'). Each assignment shall be in writing executed
by Owner and the Assignee and shall obligate the Assignee to be bound by this Agreement to
the extent this Agreement applies or relates to the obligations, rights, title, or interests being
assigned. A copy of each assignment shall be provided to the City within 15 days after
execution. From and after such assignment, the City agrees to look solely to the Assignee for
the performance of all obligations assigned to the Assignee and agrees that Owner shall be
released from subsequently performing the assigned obligations and from any liability that
results from the Assignee's failure to perform the assigned obligations,unless otherwise agreed
to in writing. The City shall not assign this Agreement. An Assignee shall be considered a
party and the"Owner"for the purposes of the rights,title, interest,and obligations assigned to
the Assignee. Except as otherwise expressly provided herein, Owner shall not assign this
Agreement without the prior written consent of the City, which shall not be unreasonably
withheld.
18. ESTOPPEL CERTIFICATE. From time to time upon written request of the Owner or any
future owner, if needed to facilitate a sale of all or a portion of the Property or a loan secured
by all or a portion of the Property, the City will execute a written estoppel certificate, which
shall include, but not necessarily be limited to, statements that this Agreement is in full force
and effect without default(or if default exists,the nature of default and curative action,which
should be undertaken to cure same), the remaining Term of this Agreement, and such other
matters reasonably requested by the party to receive the certificate provided such statements
are known to be true and accurate by the City. The Owner shall pay the City $300 at the time
of the Owner's request for an estoppel certificate for each request in excess of one per calendar
year.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the
parties and supersedes all prior oral and written agreements between said parties. This
Agreement shall not be amended or terminated unless executed in writing by both parties.
[Signatures appear on the following page(s).]
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Executed as of the Effective Date.
CITY OF FORT WORTH
By:Dana Bur�20,202flb:21 CST)
Dana Burghdoff
Assistant City Manager
Approved as to Form and Legality:
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Christa R.Lopez-Reynolds(Jan 19,202 15 ST)
Christa R. Lopez-Reynolds
Sr.Assistant City Attorney
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Jannette S.Goodall(Jan 20,2022 16:36 CST) O O
Jannette Goodall �� oc*A,
City Secretary ��4 a
�nEX ASaAp
000
Approvals:
M&C
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting requirements.
Macvflliot /2002/22(Jan 20 2022 16 2 CST)
Mary Elliott
Planning Manager, Development Services
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 12 of 14
State of Texas §
County of Tarrant §
This instrument was acknowledged before me on the 21St day of J a n u a ry , 2021,
by Dana Burghdoff,Assistant City Manager of the City of Fort Worth, a Texas municipal
corporation, on behalf of said corporation.
Agl,6 Sa`I hez
By Maria Sanchez(Jan 21,2022 09:37 CST)
Notary Public, State of Texas
4•.a�•re MARIA 5 SANCHEZ
Notary IQ,,2256490
My Commission Expires
tiF* December 19,2025 _
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 13 of 14
OWNER:
LPC BLUESTONE,LP,
a Delaware limited partnership
By: LPC Bluestone GP, LLC,
ly:
elaware limited liability company,
eneral partner
es G. Martell, President
STATE OF ILLINOIS §
COUNTY OF COOK §
The foregoing instrument was ACKNOWLEDGED before me this 6—D day of
2021, by James G. Martell, President of LPC Bluestone GP, LLC, a Delaware
limited liability company, the general partner of LPC Bluestone, LP, a Delaware limited
partnership for and on behalf of said entities.
[SEAL JEANNE SOK
OFFICIAL SEAL
Notary Public,state of Illinois NotaryVame:
c - State f Illinois
My Commission Expires
September30.2024 Printed Jeanne M. Sol fZ
My Commission Expires: o
After Recording Return to:
City Secretary
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 14 of 14
EXHIBIT A
Legal description of property
Being a tract of land in the William C. Hallmark Survey, Abstract No. 518, in Denton County
Texas, being all of that called 90.546 acre tract of land described in Special Warranty Deed to
Denton 114 LP as recorded in Document No. (2019) 107985 in the Official Records of Denton
County, Texas(O.R.D.C.T.) and being more particularly described as follows:
BEGINNING at a 1/2-inch set iron rod with yellow plastic cap stamped"HALFF"for the common
southeast corner of said called 90.546 acre tract of land, the southwest corner of the remains of
that called 435.5 acre tract of land described as Tract A in Exhibit A of Special Warranty Deed as
recorded in Volume 2906, Page 363 in the Deed Records of Denton County, Texas (D.R.D.C.T.),
the northeast corner of that called 6.3196 acre tract of land described as Parcel 13 in Deed to the
State of Texas as recorded in Document No. 2010-4674 O.R.D.C.T., the northwest corner of that
called 10.3476 acre tract of land described as Parcel 14 in Deed to the State of Texas as recorded
in Document No. 2009-84450 O.R.D.C.T., and being on the north right-of-way line of State
Highway 114 (variable width right-of-way);
THENCE South 89 degrees 48 minutes 41 seconds West, along said north right-of-way line, a
distance of 2,112.51 feet to a 5/8-inch found iron rod with TxDOT aluminum disk for the common
northwest corner of said called 6.3196 acre tract of land,the northeast corner of that called 1.2521
acre tract of land described as Parcel 10 Part 1 in Deed to the State of Texas as recorded in
Document No. 2009-135422 O.R.D.C.T., and being on the common line between the west line of
said called 90.546 acre tract of land and the east line of the remains of that called 109.99 acre tract
of land described in Warranty Deed as recorded in Volume 4810, Page 478 D.R.D.C.T.;
THENCE North 00 degrees 24 minutes 25 seconds West, departing said north right-of-way line
and along said common line, a distance of 1,869.78 feet to a 3/4-inch found iron rod for the
common northwest corner of said called 90.546 acre tract of land, the southeast corner of that
called 37.43 acre tract of land described as Fourth Tract in Warranty Deed as recorded in Volume
4810,Page 478 D.R.D.C.T., and the southwest corner of that called 85 acre tract of land described
as Second Tract in Warranty Deed as recorded in Volume 4810, Page 478 D.R.D.C.T.;
THENCE South 89 degrees 59 minutes 23 seconds East, departing said common line and along
the common north line of said called 90.546 acre tract of land and the south line of said called 85
acre tract of land,a distance of 2,112.69 feet to a 1/2-inch found iron rod for the common northeast
corner of said called 90.546 acre tract of land,the southeast corner of said called 85 acre tract of
land, and being on the west line of said remains of that called 435.5 acre tract of land;
THENCE South 00 degrees 24 minutes 10 seconds East, departing said common line and along
the common east line of said called 90.546 acre tract of land and the west line of said remains of
that called 435.5 acre tract of land, a distance of 1,862.44 feet to the POINT OF BEGINNING
AND CONTAINING 3,942,281 square feet or 90.50 acres of land,more or less.
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 1 of 7
EXIIIBIT B
PETITION REQUESTING ANNEXATION BY AREA LANDOWNERS
TO THE MAYOR OF THE GOVERNING BODY OF FORT WORTH, TEXAS:
The undersigned owner(s) of the hereinafter described tract(s) of land petition your
honorable Body to extend, when the land becomes contiguous to the City, the present city limits
so as to include as part of the City of Fort Worth, Texas, the territory described in the attached
Exhibit A, including a survey by metes and bounds or legal description with subdivision, lot and
block with a graphic exhibit clearly showing the tract(s).
We certify that in accordance with Subchapter C-3 of Chapter 43 of the Texas Local Government
Code this petition is signed and duly acknowledged by each and every person having an interest
in said land.
Signed:
Signed:
Signed:
THE STATE OF TEXAS
COUNTY OF
BEFORE ME, the undersigned authority, on this day personally appeared
and
known to me to be the persons whose names are
subscribed to the foregoing instrument and each acknowledged to me that he executed the same
for the purposes and consideration therein expressed.
Given under my hand and seal of office, this day of , 20
Notary Public in and for
County, Texas.
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 2 of 7
EXHIBIT C
Depiction of Sewer Connection
(see attached)
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 3 of 7
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EXHIBIT D
Depiction of Water Line Connection
Waterline Extension
Property
Existing Water Connection
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 5 of 7
EXHIBIT E
Depiction of Parallel Sewer Main
(see attached)
Pre-Annexation Owner-Initiated Annexation Water Service Agreement 6 of 7
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7 a7
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/03/21 M&C FILE NUMBER: M&C 21-0519
LOG NAME: 06PREANNEXATION AGREEMENT BLUESTONE
SUBJECT
(Future CD 7)Authorize Execution of a Pre-Annexation Development Agreement with LPC Bluestone, LP, 90.50 Acres on the North Side of State
Highway 114, east of Willow Bend Drive,for Property Located in Fort Worth's Extraterritorial Jurisdiction
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a pre-annexation development agreement between the City and
LPC Bluestone, LP property owner in unincorporated Denton County.
DISCUSSION:
LPC Bluestone, LP("Owner")represents a parcel of real property, a total of approximately 90.50 acres of land,as described in map Exibit A,
hereinafter called"the Property", located within Denton County.The Property is located in the extraterritorial jurisdiction"ETS'of the City.The
Owner of the property has requested,and the City has agreed,subject to the terms,conditions and limitations set forth in the Pre-annexation
Development Agreement("Agreement")that the City shall provide water and wastewater service to the Property. In consideration of the City
providing these services to the Property,the Owner will petition the City to annex the Property pursuant to Subchapter C-3, Chapter 43 of the Texas
Local Government Code when the property becomes continguous to Fort Worth City Limits.
The parties concur that the Agreement constitutes a petition for voluntary annexation under the provisions of Subchapter C-3, Chapter 43 of the
Texas Local Government Code,and upon the request of the City,the Owner shall execute all applications and documentation required by Texas
law to petition for annexation as required by Texas law.
The Owner is seeking outside-city-limits water and wastewater service from the City of Fort Worth to serve a 1,004,400 square-foot industrial
building on the Property.The Owner has applied to the Texas Public Utility Commission for decertification from the Aqua Water Certificate of
Convenience and Necessity(CCN), and are at the final step of the CCN decertification.The Owner plans to construct water and wastewater lines
to City standards and execute a Water Facility Easement and Wastewater Faciltiy Easement across the Property for these improvements.The
City plans to cost participate with the Owner to oversize the improvements in order to provide service in the City's 20 Year Planned Service Area.
The Owner will pay sewer per acre charges toward a downstream parallel sewer and other water/sewer related fees and charges.
The Agreement is entered into pursuant to Chapter 43, Subchapter C-3,and Chapter 212,Section 212.172 of the Texas Local Government Code,
in order to address the needs of the Owner and the procedures of the City.The Agreement runs with the land and is binding upon the City and the
Owner and owner's respective successor and assigns.The Agreement will be recorded in Denton County.
The property is located in the extraterritorial jurisdiction adjacent to COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this action will have no material effect on City funds until the property is annexed by the City.
Submitted for City Manager's Office W. Dana Burghdoff 8018
Originating Business Unit Head: D.J. Harrell 8032
Additional Information Contact: Mary Elliott 7844
Expedited