HomeMy WebLinkAboutContract 47125 RECEIVED CITY SECRETARY
OCT 122015 CONTRACT NO. 41
AGREEMENT FOR PAYMENT OF COSTS IN CONNECTION WITH
EXPEDITED RELEASE FROM WATER AND SEWER CERTIFICATES OF
CONVENIENCE AND NECESSITY
This Agreement for Payment of Costs in Connection with Expedited Release from
Water and Sewer Certificates of Convenience and Necessity C'Agreement')is entered into
by the City of Fort Worth, Texas (the "CW'), and SLF IV — 114 Assemblage, L.P., a
Texas limited partnership ("Stratford"),effective upon execution by both parties.
WHEREAS, Stratford owns approximately 1,102 acres of land in the City's
extraterritorial jurisdiction(the "Land");
WHEREAS, Stratford submitted applications to the Public Utility Commission of
Texas ("PUC") pursuant to Section 13.254(a-5) of the Texas Water Code to remove the
Land from water and sewer certificates of convenience and necessity (each,a "CCN") held
by Aqua Texas, Inc. ("Aqua Texas")and Suetrak USA Company, Inc. ("Suetrak") in order
to facilitate retail water and sanitary sewer service to the Land by the City;
WHEREAS, the PUC issued a Notice of Approval on August 21, 2015, removing
the Land from Suetrak's water CCN No. 11916 and sewer CCN No. 20629 (Docket No.
44666);
WHEREAS, the PUC issued orders on September 11, 2015, removing the Land
from Aqua Texas' sewer CCN No. 21059(Docket No. 44668)and Aqua Texas'water CCN
No. 13201 (Docket No.44667);
WHEREAS, the City issued a "will serve" letter to Stratford on March 17, 2015,
confirming that, upon release of the Land from the applicable CCNs, retail water and
sanitary sewer service by the City will be available to the Land and the City will seek to
become the water and sewer service provider for the Land,as shown as Exhibit A;
WHEREAS, pursuant to Section 13.254(d) of the Texas Water Code, the City may
not provide retail water or sewer service to the Land without providing compensation to
Suetrak and Aqua Texas for property that the PUC determines is rendered useless or
valueless, if any,as a result of the decertification;
WHEREAS, Stratford has agreed to provide any and all compensation, if any, to
satisfy the requirements of Section 13.254(d) of the Texas Water Code to Suetrak and
Aqua Texas for any property that the PUC determines is rendered useless or valueless as a
result of the decertification;
WHEREAS, compensation, if any, to Suetrak and Aqua Texas will be determined
by an independent appraiser in accordance with Section 13.254 of the Texas Water Code;
OFFICIAL RECORD
CITY SECRETARY
Agreement for Payment of Costs—Page 1 FT.WORTH, TX 50597.4
WHEREAS, Stratford agrees to pay all appraisal costs, if any, in connection with
the process for determining compensation and to pay compensation, if any, owed to Aqua
Texas and Suetrak pursuant to Section 13.254;
WHEREAS, Aqua Texas has advised Stratford of its intention to cooperate with
Stratford and the City so that the compensation phase results in a PUC Order finding zero
compensation due to Aqua Texas;
NOW THEREFORE, in consideration of the mutual promises set forth in this
Agreement,the City and Stratford agree as follows:
1. Service Letters. Upon execution of this Agreement, the City will sign the
letters attached hereto as Exhibit B and Exhibit C and deliver the letters to Stratford for
filing with the PUC (collectively,the "Service Letters").
2. Compensation Process for Aqua Texas CCNs. Stratford will prepare all
pleadings and notices to the PUC for the compensation process for the Aqua Texas CCNs
at Stratford's sole cost and expense. The parties anticipate that such pleadings will be joint
pleadings signed by the City and Stratford consisting of a petition to initiate the
compensation process, a pleading naming an agreed-upon appraiser, and a pleading
providing the appraiser's finding on compensation. The City will cooperate with Stratford
by reviewing pleadings prepared by Stratford and signing such pleadings, in form and
substance reasonably acceptable to the City,for submittal by Stratford to the PUC.
3. Compensation Process for Suetrak CCNs. Stratford will prepare all
pleadings and notices to the PUC for the compensation process for the Suetrak CCNs at
Stratford's sole cost and expense. The parties anticipate that such pleadings will be joint
pleadings signed by the City and Stratford consisting of a petition to initiate the
compensation process(noting that Suetrak has ceased doing business in Texas), a pleading
naming an appraiser, and a pleading providing the appraiser's finding on compensation.
The City will cooperate with Stratford by reviewing pleadings prepared by Stratford and
signing such pleadings, in form and substance reasonably acceptable to the City, for
submittal by Stratford to the PUC.
4. Appraisal Costs. Provided the City delivers the Service Letters to Stratford
in accordance with section 1, Stratford shall engage an appraiser at Stratford's sole cost and
expense and, pay the cost of a third appraiser(to the extent a third appraiser is required by
the PUC) to determine compensation, if any, owed to Aqua Texas and Suetrak in
accordance with Section 13.254 (collectively, the "Appraisal Costs"). In no event shall
the City have any responsibility for payment of the Appraisal Costs.
5. Compensation Costs. Provided the City delivers the Service Letters to
Stratford in accordance with Section 1 and cooperates with Stratford in fillings at the PUC
as set forth in Sections 2 and 3, Stratford shall pay all compensation costs, if any, due to
Agreement for Payment of Costs—Page 2
50597.4
Aqua Texas and Suetrak for any property the PUC determines is rendered useless or
valueless as a result of the decertification of the Land, in accordance with Section 13.254
(the "Compensation Costs"). In no event shall the City have any responsibility for
payment of the Compensation Costs. Stratford shall pay the Compensation Costs, if any,
before the City actually provides retail water or sanitary sewer service to the Land.
6. Assignment. Stratford may not assign, in whole or in part, its obligations to
pay the Appraisal Costs and the Compensation Costs to a related entity or a successor
owner of all or any part of the Land without the prior written consent of the City, which
shall not be unreasonably withheld. Upon execution of such assignment as consented to by
the City, Stratford shall be released from all obligations to pay the Appraisal Costs and the
Compensation Costs that are the subject of the assignment; provided, however, nothing
herein requires the City to provide retail water or sanitary sewer service to the Land until
the Compensation Costs,if any,are paid.
7. City's Obligation to Provide Service. The City shall have no obligation to
provide retail water or sanitary sewer service to the Land until Stratford or an assignee
pays the Appraisal Costs and the Compensation Costs (if any)as determined by the PUC.
8. Notices. Any notice required or permitted by this Agreement shall be in
writing and shall be deemed given upon delivery by a nationally recognized private service
(e.g., FedEx or UPS) with evidence of delivery to the notice address. Notices shall be
addressed as follows:
To the City:
City of Fort Worth,Texas
Attention: John Carman, Water Director
1000 Throckmorton
Fort Worth,TX 76102
With a copy to:
City of Fort Worth,Texas
Attention: Christa Lopez-Reynolds, Sr. Asst. City Attorney
1000 Throckmorton
Fort Worth,TX 76102
To Stratford:
SLF IV— 114 Assemblage, L.P.
c% Stratford Land
5949 Sherry Lane, Suite 1750
Dallas,Texas 75225
Attn: Asset Manager
Agreement for Payment of Costs—Page 3
50597.4
With a copy to
Marcella Olson
Shupe Ventura Lindelow&Olson PLLC
500 Main Street, Sute 800
Fort Worth,Texas 76102
9. Facsimile Signatures. A telecopied facsimile of a duly executed counterpart
of this Agreement shall be sufficient to evidence the binding agreement of each party to the
terms herein.
ATTEST: -aa���n CITY OF FORT WORTH TEXAS
O 0
Mary K er y„o Q A d
City Secretary o e��J esus J. Chapa
° o dAssistant C Manager s
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NO M&C RCQUIRED
FTO FORM AND L ALITY:
StAfit At
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RECORDRETARYTH, TX
Agreement for Payment of Costs—Page 4
50597.4
SLF IV—114 ASSEMBLAGE,L.P.,
a Texas limited partnership
By: SLF IV Property GP,LLC,
a Texas limited liability company,
its General Partner
By: Stratford Land Fund IV,L.P.,
a Delaware limited partnership,
its Co-Managing Member
By: Stratford Fund IV GP,LLC,
a Texas limited liability company,
its General Partner
By: _yC'
Name: 0
Title: lilt PP
Date: 16
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Agreement for Payment of Costs—Page 5
30397.4
Exhibit A
Copy of March 17, 2015 Letter
50597.4
FORTWORTH
March 17, 2015
SLF IV— 114 Assemblage, L.P.
eto Stratford Land
Attn: Ocie L.Vest
5949 Sherry Lane
Suite 1750
Dallas, Texas 75225
Re: AVAILABILITY OF WATER AND SANITARY SEWER FACILITIES TO SERVE:
Approximately 1100 acres located north of Hwy 114 and west of the River's Edge
development, Fort Worth, TX extraterritorial jurisdiction (consisting of all land in
Tradition Municipal Utility District No. 1 and a portion of Tradition Municipal Utility
District No. 2)
Dear Mr. Vest:
The City has been requested to provide a 'will serve" letter for property located in
Tradition Municipal Utility District No. 1 and a portion of Tradition Municipal Utility
District No. 2. The properties were subject to certain agreements with Aqua Utilities,
however the City issued notice of termination on February 26, 2015 to be effective
immediately. Once this property is removed from Aqua Texas' certificate of
convenience and necessity(CCN)service areas, water and sanitary sewer retail service
can be made available to the property. Retail service shall be under the terms and
conditions of the City of Fort Worth's standard policies and regulations relating to
provision of retail water and sewer service, provided. The developer will be responsible
for all costs associated with service to the subject property. The City Council must
approve retail service to each customer at the "outside the City limit" retail rate,
currently at 1.25 times the rate to those customers inside the City limit. The City will
also seek to become the CCN holder for this property once it is decertified from Aqua
Utilities.
Water infrastructure to serve the subject property will be available in accordance with
water study dated March 27, 2014 and approved by the City by letter dated April 27,
2014.
Sewer infrastructure to serve the subject property will be available in accordance with
sewer study dated April 18, 2014 and approved by the City by letter dated April 22,
2014.
Community Facilities Agreement will be required for water and sewer improvements.
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If any density change or additional water and/or sewer service area boundary changes,
then water and sewer study amendment will be required. The proposed water and
sewer infrastructure in the above mentioned studies will also need to be amended
accordingly.
If you need additional information, please call me at 817-392-8293.
Yours very truly,
Chris Harder, P.E.
Acting Assistant Director
Engineering and Fiscal Services Division
Fort Worth Water Department
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October 7,2015
Public Utility Commission of Texas
1701 North Congress Avenue
P. O. Box 13326
Austin,Texas 78711-3326
RE: City of Fort Worth's Notice of Intent to Provide Water and Sewer Service to
the Area Decertified from Suetrak USA Company, Inc.'s Water and Sewer
CCNs in PUC Docket No. 44666
To Whom It May Concern:
Please accept this letter as notice pursuant to Texas Water Code § 13.254 and 16
Texas Administrative Code § 24.113 of the City of Fort Worth's intent to provide service
to the area which was decertified from Suetrak USA Company, Inc.'s water Certificate of
Convenience and Necessity ("CCYj No. 11916 and sewer CCN No. 20629 in Denton
County, Texas, in PUC Docket No. 44666, provided any and all compensation costs will
be paid by SLF IV— 114 Assemblage,L.P. or its assignee.
Pursuant to Texas Water Code § 13.254(e) and 16 Texas Administrative Code §
24.113(1), compensation, if any, for any property that the Public Utility Commission
determines is rendered useless or valueless to Suetrak USA Company, Inc. as a result of
the decertification shall be determined no later than the 900' calendar day after the date of
this notice.
If you have any questions,please contact me.
Sincerely,
ohn Robert Carman
City of Fort Worth Water Department
Fort Worth
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f:FORTWORTH. EXHIBIT
October 7, 2015
Public Utility Commission of Texas
1701 North Congress Avenue
P. O. Box 13326
Austin,Texas 78711-3326
RE: City of Fort Worth's Notice of Intent to Provide Water and Sewer Service to
the Area Decertified from Aqua Texas, Inc.'s Water and Sewer CCNs in
PUC Docket Nos.44667 and 44668
To Whom It May Concern:
Please accept this letter as notice pursuant to Texas Water Code § 13.254 and 16
Texas Administrative Code § 24.113 of the City of Fort Worth's intent to provide service
to the area which was decertified from Aqua Texas, Inc.'s water Certificate of
Convenience and Necessity ("CCN") No. 13201 and sewer CCN No. 21059 in Denton
County, Texas, in PUC Docket Nos. 44667 and 44668, provided any and all compensation
costs will be paid by SLF IV— 114 Assemblage,L.P.,or its assignee.
Pursuant to Texas Water Code § 13.254(e) and 16 Texas Administrative Code §
24.113(1), compensation, if any, for any property that the Public Utility Commission
determines is rendered useless or valueless to Aqua Texas, Inc. as a result of the
decertification shall be determined no later than the 9& calendar day after the date of this
notice.
If you have any questions,please contact me.
Sincerely,
Jon Robert Carman
City of Fort Worth Water Department
Fort Worth
!slid WATER DEPARTMENT
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