Loading...
HomeMy WebLinkAboutContract 42127-A1 CITY SECRETARY CONTRACT N0. AMENDED AGREEMENT CONCERNING OPERATION OF SOUTH DENTON COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT NO. 1 STATE OF TEXAS § COUNTY OF DENTON § This Amended Agreement Concerning Operation of South Denton County Water Control and Improvement District No. 1 (this "Amended Agreement") is entered into by the City of Fort Worth, Texas, a home-rule municipal corporation.situated in Tarrant, Parker, Tarrant, Denton, and Wise Counties, Texas (the "City"), and South Denton County Water Control and Improvement District No. 1, a fresh water supply district operatin pursuant to Chapters 49, 51 and 53 of the Texas Water Code (the "District"), effective 1 244-6 (the "Effective Date"). }I", ARTICLE I RECITALS A. Brookfield Acquisitions, L.P., a Texas limited partnership (the "Owner"), is the owner of approximately 231.579 acres located entirely in the City's extraterritorial jurisdiction ("ETJ") in Denton County, Texas, as shown in Exhibit A and described in Exhibit B attached to this Amended Agreement (the "Property"). B. On January 4, 2005, the City Council of the. City of Fort Worth (the "City Council") approved Resolution No. 3157-01-2005 (the "Consent Resolution") consenting to creation of a water control and improvement district encompassing the Property.. C. The Consent Resolution provided that the City shall have the right to review and approve the District's bonds and notes prior to issuance and to place restrictions on the terms and provisions of the bonds and notes issued by the District and conditions on the sale of bonds and notes by the District to the extent such restrictions and conditions do not generally render the District's bonds and notes unmarketable and limited the purposes for which the District may issue bonds to expenditures relating to the provision of water, wastewater and drainage services. D. The Texas Commission on Environmental Quality ("TCEQ") approved creation of the District as a water control and improvement district by order issued April 19, 2007. E. The District has been converted to a fresh water supply district operating pursuant to Chapters 49, 51 and 53 of the Texas Water Code. F. The Property is subject to that certain Agreement Concerning Operation of South Denton County Water Control and Improvement District No. 1 dated January 25, 2011 (the "Original Creation and Operation Agreement") (City Secretary Contract No. 42127, Mayor and Council Communication C-24720) whereby the City defined the restrictions and conditions on the District's bonds pursuant to the Consent Resolution, exp e eity es onse t to include OFFICIAL RECORD Amended Agreement Concerning Operation CITY SECRETARY of South Denton County WCID No. I - Brookfield Page I FT,WORTH,TX issuance of bonds by the District to include the Road Projects, and consented to conversion of the District to a fresh water supply district operating under Chapter 53, Texas Water Code, as amended. G. The Property is subject to that certain Development Agreement between the City of Fort Worth, Texas and Brookfield Acquisitions, L.P. for the Brookfield Development dated August 11, 2011 (the "Original Development Agreement") (City Secretary Contract No..42128, Mayor and Council Communication C-24720), as amended by that certain Amended Development Agreement between the City of Fort Worth, Texas and Brookfield Acquisitions, L.P. for the Brookfield Development dated L , 20 IX (City Secretary Contract No, 421A-A- (the "Amended Development Agreeme t"). 11 H. When the Original Creation and Operation Agreement and the Original Development Agreement were approved, the Property was located in an area for which Certificate of Convenience and Necessity ("CCN") No. 11157 had been issued by TCEQ to Aqua Utilities, Inc., ("Aqua Utilities") to provide retail water service and CCN No. 20453 had been issued to Aqua Texas to provide retail sewer service. Such agreements contemplated that Aqua Utilities would provide retail water and sewer service to the Property for a term of 17 years, after which the City had an option to become the retail water and sewer provider and to purchase, for a nominal amount, water and wastewater infrastructure to serve the Property. 1. Aqua Texas, Inc. ("Aqua Texas"), the City, the District, the Alpha Ranch Fresh Water Supply District of Denton and Wise Counties (the "Alpha Ranch District") and North Fort Worth Water Control and Improvement District No. 1 of Denton and Wise Counties have entered into .that certain Water and Wastewater Utility Services Transfer Agreement dated 20f(City Secretary Contract No. `36S , providing for Aqua Texas to transfer t the City all f its rights and obligations in connection with retail water service to the Property under CCN No. 11157 and to transfer to the District all of its rights and obligations in connection with retail sewer service to the Property under CCN No._20453 (the "CCN Transfer Agreement"), superseding the previous agreements concerning water and sewer service to the Property. J. The CCN Transfer Agreement also provides for Aqua Texas to transfer to the Alpha Ranch District all of its rights and obligations in connection TPDES Permit No. WQ0014263-001 authorizing the construction and operation of a wastewater treatment plant for the treatment and discharge of treated sewage effluent into or adjacent to Elizabeth Creek traversing a portion of the property included in the Alpha Ranch District (the "Wastewater Treatment Plant". K. The City, the District and the Alpha Ranch District have entered into that certain Agreement Concerning Sewer Service Alpha Ranch anal Brookfield Developments (the "Sewer Service Agreement") dated 1, 0 2AJ (City Secretary Contract No. t{ ) pursuant to which the District and the A pha Kanch District have the option to construct, or cause to be constructed, the Wastewater Treatment Plant to provide interim sewer service within the District and the Alpha Ranch District. Amended Agreement Conceming Operation of South Denton County WC1D No. 1 - Brookfield Page 2 L. Upon construction by the Alpha Ranch District and the District of an off-site sewer main to the Fort Worth system in accordance with that certain Sewer Infrastructure Agreement dated , 201 (City Secretary Contract No.71&51ethe Wastewater Treatment Plant 411 be taken out of service and the City will become the provider of retail sewer services to all customers within the Alpha Ranch District and the District. M. It is necessary to amend the Original Creation and Operation Agreement to reflect the new arrangements for providing water and sewer service to the Property. N. This Amended Agreement supersedes the Original Creation and Operation 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 II DEFINITIONS "Amended Agreement" means this Amended Agreement Concerning Operation of South Denton County Water Control and Improvement District No. 1. "Amended Development Agreement" means the Amended Development Agreement between the City of Fort Worth, Texas and Brookfield Acquisitions, L.P. for the Brookfield Development dated Ob4 L6,M 17L, 20>6(City Secretary Contract No VA'16').A U 11 "Bond" means (a) any instrument, including a bond, note, certificate of participation, or other instrument evidencing a proportionate interest in payments, due to be paid by the District, or (b) any other type of obligation that (1) is issued or incurred by the District under the District's borrowing power, without regard to whether it is subject to annual appropriation, and (2) is represented by an instrument issued in bearer or registered form or is not represented by an instrument but the transfer of which is registered on books maintained for that purpose by or on behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but shall not include reimbursement agreements entered into between the District and a developer.of the Property or bond anticipation notes. "Bond Limit Amount" means the maximum amount of Bonds, excluding refunding Bonds, that may be issued by the District pursuant to Section 5.04 of this Amended Agreement. "CFA Policy" means the "Policy for the Installation of Community Facilities" as amended in March 2001 (M & G-13181), in effect on the Effective Date, including any amendments thereto that are in effect on the Effective Date. "Consent Resolution" means Resolution No. 3157-01-2005 adopted by the City Council on January 4, 2005, consenting to creation of the District. "District" means South Denton County Water Control and Improvement District No. 1, created as a water control and improvement district and converted to a fresh water supply district, and operating.under Chapters 49, 51 and 53 of the Texas Water Code. Amended Agreement Concerning Operation of South Denton County WCID No..l - Brookfield Page 3 "District Confirmation Date" means November 15, 2007. "Effective Date" means the date on which this Amended Agreement is executed by the City and the District. "Joinder Agreement" means the agreement attached as Exhibit C. "Notice" means notice as defined in Section 12.01 of this Amended Agreement. "Party" means, individually, the City or the District. "Property" means that certain 231.579-acre tract located in Denton County, Texas, as shown in Exhibit A and described in Exhibit B. "Road Projects" means construction, acquisition, improvement, maintenance and operation of macadamized, graveled or paved roads and turnpikes and improvements in aid of such roads and turnpikes. ARTICLE III CITY CONSENTS; EXECUTION OF JOINDER 3.01 City Consents. The City consents to: (a) conversion of the District to a fresh water supply district operating under Chapter 53, Texas Water Code, as amended; (b) issuance of Bonds by the District for Road Projects; and (c) any other actions taken by the District as required for the District to obtain the authority to issue bonds for the purposes set forth in Section 5.02. 3.02 Execution of Joinder. Within sixty (60) days after the Effective Date, the District shall deliver to the City a joinder instrument by which the District shall confirm and adopt the applicable terms and provisions of the Amended Development Agreement, in substantially the form attached hereto as Exhibit C (the"Joinder Agreement"). ARTICLE IV ISSUANCE OF BONDS AND CONSENT TO ROAD PROJECTS 4.01 Issuance of Bonds. The District may issue Bonds only as permitted by law and this Amended Agreement, This Amended Agreement shall supersede the Consent Resolution with regard to restrictions on the terms and provisions of the Bonds issued by the District, conditions on the sale of Bonds, and the purposes for which the District may issue Bonds. Except as authorized by this Amended Agreement, the District shall not issue Bonds without prior approval of the City Council. 4.02 Purposes. The purposes for which the District may issue Bonds shall be restricted to the following: (a) Purchase, construction, acquisition, repair, extension and improvement of land, easements, works, improvements, facilities, plants, equipment, and appliances necessary to: Amended Agreement Concerning Operation of South Denton County WCID No. I -Brookfield Page 4 (i) Provide a water supply for the District for municipal, domestic, and commercial uses; (ii) Collect, transport, process, dispose of, and control all domestic, commercial, industrial or communal wastes from the District, whether in fluid, solid, or composite state; (iii) Gather, conduct, divert, and control local storm water or other local harmful excesses of water in the District; and (b) Establishment, operation, maintenance and construction of facilities for the provision of police, fire-fighting and other emergency services within the District; and (c) Purchase, construction, acquisition, repair, extension, and improvement of land, easements, works, improvements, facilities, plants, equipment, and appliances as shall be consistent with the purposes for which the District is organized; and (d) Construction, acquisition, improvement, maintenance and operation of macadamized, graveled or paved roads and turnpikes and improvements in aid of such roads and turnpikes (the "Road Projects"); and (e) Payment of organization expenses, initial operation expenses, cost of issuance, interest during construction and capitalized interest; and (f) Refunding of any outstanding Bonds of the District for debt service savings; provided, however, that any such refunding Bonds otherwise satisfy the requirements of this Amended Agreement. 4.03 Limitations on Bonds. The District acknowledges that but for this Amended Agreement, pursuant to Section 54.016 of the Water Code, the City's consent to inclusion of the Property within the District could include restrictions on the purposes for which the District may issue Bonds and that those restrictions could entirely prohibit issuance of Bonds for roads. 4.04 Road Projects. Notwithstanding the restrictions otherwise permitted by Section 54.016 of the Water Code (as referenced in Section 4.03) this Amended Agreement hereby authorizes and further consents to the District undertaking the Road Projects within the District and to the issuance by the District of Bonds for the Road Projects. In consideration for the City's consent to the Road Projects, the District agrees that the total amount of Bonds issued by the District for all purposes (excluding refunding Bonds) shall not exceed $78,680,000, the current voted utility and bond authorization (the "Bond Limit Amount"), unless specifically approved by the City Council. The District acknowledges that the Bond Limit Amount is sufficient to accomplish the purposes of the District and that the District has voluntarily agreed to the Bond Limit Amount in consideration for the City's consent to the issuance of Bonds for the Road Projects. District facilities, if any, the cost of which exceeds the Bond Limit Amount will be dedicated to the District without reimbursement unless otherwise approved by the City Council. Amended Agreement Concerning Operation of South Denton County WCID No. I - Brookfield Page 5 4.05 Bond Requirements. The District shall obtain all necessary authorizations for Bonds issued to finance the acquisition or construction of facilities and infrastructure for the benefit of the District in accordance with this Amended Agreement and laws applicable to the District. All Bonds issued by the District shall comply with the following requirements: (a) Maximum maturity of 25 years for any one series of Bonds; and (b) Interest rate that does not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the 30-day period immediately preceding the date that the official notice of the sale of such Bonds is given; and (c) The Bonds shall expressly provide that the District shall reserve the right to redeem Bonds at any time beginning not later than the tenth (10th) anniversary of the date of issuance, without premium. No variable rate Bonds shall be issued by the District without City Council approval; and (d) Any refunding Bonds of the District must provide for a minimum of three percent (3%) present value savings and, further, must provide that: (i) the latest maturity of the refunding Bonds may not extend beyond the latest maturity of the refunded Bonds unless approved by the City Council; and (ii) the refunding Bonds shall be structured with a call date not to exceed seven (7) years from the date of issuance of the refunding Bonds, unless otherwise approved by the City; and (e) No Bonds shall be issued having an issuance date after , 20X without the City's written approval; and (f) NoBonds shall be issued unless the principal amount of outstanding Bonds, together with the amount of the proposed Bonds, would be equal to or less than fifteen percent (15%) of either the certified taxable assessed valuation or most-current certified estimate of taxable assessed valuation within the District according to the Denton-Central Appraisal District or its successor. 4.06 Certifications. With respect to any matter required by this Article IV to be certified in writing, this Amended Agreement also requires, and the District hereby warrants; that every statement in any certification shall be true and correct in all material respects and that the person signing the certification has been given the requisite authority to do so on behalf of the District. 4.07 Economic Feasibility. Before submission of an application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney General, the District's financial advisor shall certify in writing to the City Secretary, City Manager, and Finance Director that the Bonds are being prepared for issuance within the then-current economic feasibility rules established by the TCEQ for districts issuing bonds for water, sewer, drainage or road facilities in Denton County. Amended Agreement Concerning Operation of South Denton County WCID No. l -Brookfield Page 6 4.08 Notice of Bond Issues. At least thirty (30) days before submission of an application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney General, the District shall deliver to the City Secretary, City Manager, and Finance Director the certification required by Section 4.07 and Notice containing: (a) the amount of Bonds being proposed for issuance; (b) a description of the projects to be funded and/or the Bonds to be refunded by such Bonds; and (c) the proposed debt service and total District tax rate after issuance of the Bonds. If the District is not required to obtain TCEQ approval of the issuance of the Bonds, the District shall deliver such certification and Notice to the City Secretary, City Manager, and Finance Director at least thirty (30) days prior to issuance of Bonds, except refunding Bonds, by the District. ZD 4.09 Compliance with Agreements. At least thirty (30) days before submission of an application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney General, the District shall certify in writing to the City Secretary, City Manager, and Finance Director that the District is not in breach of any material provision of the Consent Resolution or this Amended Agreement. Material provisions include, but are not limited to, Sections 4.01, 4.02, 4.04, 4.05, 4.06 and Articles V and VII of this Amended Agreement. 4.10 Official Statements. Within thirty (30) days after the District closes the sale of each series of Bonds, the District shall deliver to the City Secretary, City Manager, and Finance Director a copy of the final official statement for such series of Bonds. If the City reasonably requests additional information regarding such issuance of the Bonds, the District shall promptly provide such information at no cost to the City. 4.11 Reimbursement Agreements. (a) The District shall not enter into agreements with landowners or developers for reimbursement of costs incurred in connection with the District with a total reimbursement amount exceeding the Bond Limit Amount. (b) All agreements entered into by the District with landowners or developers for reimbursement of costs incurred in connection with the District shall provide that: (i) the District will not reimburse the landowner or developer for costs not reim µrsed by the issuance of Bonds before ai2U , 20X' and (ii) the landowner or developer waives all claims ab inst the City for reimbursement of obligations not reimbursed by the issuance of Bonds on or before , 203e (c) The District agrees that any developer reimbursement agreements entered into by the District in violation of this section shall be void. (d) To the extent permitted by law, the District hereby indemnifies the City against any claims pursuant to reimbursement agreements executed in violation of this section. (e) The District shall submit copies of such reimbursement agreements to the City within 60 days after such agreements are fully executed. Amended Agreement Concerning Operation of South Denton County WCID No. 1 -Brookfield Page 7 ARTICLE V REPORTING REQUIREMENTS The District shall: (a) send a copy of each order or other action setting an ad valorem tax rate to the City Secretary, City Manager, and Finance Director within thirty (30) days after the District adopts the rate; (b) send a copy of each annual audit (when required to be conducted by TCEQ rules) to the City Secretary, City Manager, and Finance Director within thirty (30) days after approval by the Board; and (c) provide copies of any material event notices filed under applicable federal securities laws or regulations to the City Secretary, City Manager, and Finance Director within thirty (30) days after filing such notices with the applicable information repositories. ARTICLE VI AREA OF, AND LIMITATIONS ON, SERVICE The District shall not sell or deliver services to areas outside the District without prior City Council approval; provided, however, the District may serve a maximum of ten (10) equivalent residential water connections outside the District with the City Water Director's written approval. ARTICLE VII CONVERSION, ANNEXATION OR DISANNEXATION BY DISTRICT The District shall not: (a) annex any additional lands to. the District; (b) convert from a fresh water supply district to another type of district; (c) consolidate with another district; (d) divide into two or more new districts; or (e) seek additional governmental powers beyond those described in Chapters 49, 51 and 53 of the Water Code and Section 5.02 of this Amended Agreement without prior City Council approval. ARTICLE VIII ANNEXATION OF DISTRICT BY CITY 8.01 General Terms. The Parties acknowledge and agree that the Property lies wholly within the City's ETJ; is not bordered by another city, town, or village; and is not currently included in the City's annexation plan. 8.02 Incorporation. In furtherance of the purposes of this Amended Agreement, the District covenants and agrees to the extent allowed by law that, except upon written consent of the City Council, the District shall not: (a) seek or support any effort to incorporate the Property or any part thereof, or (b) sign,join in, associate with, or direct to be signed any petition seeking to incorporate any of the Property or seeking to include any of the Property within the boundaries of any other incorporated entity. 8.03 Notice. Within thirty (30) days after the Effective Date, the District shall file in the real property records of Denton County: (a) a notice in the form required by Section 49.452 of the Water Code; and (b) an amended annexation notice in the form of Exhibit D attached to Amended Agreement Concerning Operation of South Denton County WCID No. 1 -Brookfield Page 8 this Amended Agreement stating that the City has the authority to annex the Property subject to the limitations set forth in Section 9.04. 8.04 Full Purpose Annexation. The City shall not annex all or any portion of the Property for full purposes until on or after the earlier to occur of. (a) the dissolution of the District (other than as the result of annexation by the City); (b) the date that construction of water, sanitary sewer, drainage and road facilities to serve 90% of the Property is complete and bonds have been issued y the District to reimburse Owner or developer for such facilities; or (c) ARTICLE IX TERM OF AGREEMENT This Amended Agreement shall be effective from the Effective Date and shall continue in effect until the District is annexed for full purposes and dissolved by the City or until terminated in writing by mutual agreement of the City and the District. ARTICLE X BREACH, NOTICE AND REMEDIES 10.01 Notification of Breach. If a Party commits a breach of this Amended Agreement, the non-breaching Party shall give Notice to the breaching Party that describes the breach in reasonable detail. 10.02 Cure of Breach. The breaching Party shall commence curing such breach within fourteen (14) calendar days after the time the breaching Party receives such Notice and complete the cure within 14 calendar days from the date of commencement of the cure; however, if the breach is not reasonably susceptible to cure by the breaching Party within such 14-day period, the non-breaching Party shall not bring any action so long as the breaching Party has commenced to cure the default within such 14-day period and diligently completes the cure within a reasonable time without unreasonable cessation of the work. 10.03 Remedies for Breach. If the breaching Party does not substantially cure such breach within the stated period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any other right under this Amended Agreement, law, or equity, seek an action under the Uniform Declaratory Judgment Act, specific performance, mandamus, injunctive relief, and other remedies described in this Amended Agreement; provided, however, that the non-breaching Party shall not be entitled to terminate this Amended Agreement and each Party specifically waives any right such Party has or in the future may have to terminate this Amended Agreement. No Party will seek or recover actual, consequential or any other type of monetary damages or awards, including but not limited to attorney's fees, in the event that any Party brings suit under*or related to this Amended Agreement. 10.04 Governmental Powers; Waiver of Immunity. By execution of this Amended Agreement, neither the City nor the District waives or surrenders any of their respective governmental powers, immunities or rights, except as specifically waived pursuant to this section. The City and the District mutually waive their governmental immunity from suit and Amended Agreement Concerning Operation of South Denton County WCID No. I -Brookfield Page 9 liability only as to any action brought by a Party to pursue the remedies available under this Amended Agreement and only to the extent necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or immunities that the City or the District has with respect to suits against the City or the District by persons or entities not a party to this Amended Agreement. ARTICLE XI ADDITIONAL PROVISIONS 11.01 Notice. Any notices, certifications, approvals, or other communications (a "Notice") required to be given by one Party to another under this Amended Agreement shall be given in writing addressed to the Party to be notified at the address set forth below and shall be deemed given: (a) when the Notice is delivered in person to the person to whose attention the Notice is addressed; (b) when received if the Notice is deposited in the United States Mail, certified or registered mail, return receipt requested, postage prepaid; or (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. If any date or period provided in this Amended Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the Notice shall be extended to the first business day following the Saturday, Sunday, or legal holiday. For the purpose of giving any Notice, the addresses of the Parties are set forth below. The Parties may change the information set forth below by sending Notice of such changes to the other Party as provided in this section. To the City: City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: City Secretary City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: City Manager City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: Planning and Development Director City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: City Attorney Amended Agreement Concerning Operation of South Denton County WCID No. I - Brookfield Page 10 City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: Finance Director City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: Transportation and Public Works Director City of Fort Worth, Texas 1000 Throckmorton Street Fort Worth, Texas 76102 Attn: Water Director To the District: South Denton County Water Control and Improvement District No. 1 c/o Winstead PC Attn: Ross Martin 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 11.02 No Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Amended Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Amended Agreement. No provision of this Amended Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party hereto of any term or condition of this Amended Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same'term or condition. 11.03 Governing Law and Venue. THIS AMENDED AGREEMENT MUST BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE THAT THIS AMENDED AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS AND HEREBY SUBMIT TO THE JURISDICTION OF THE COURTS OF DENTON COUNTY, TEXAS AND AGREE THAT ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING HEREUNDER. 11.04 Authority to Execute. The City warrants that this Amended Agreement has been approved by the City Council in accordance with the City Charter and City Ordinances and all applicable public meeting and public notice requirements (including, but not limited to, notices Amended Agreement Concerning Operation of South Denton County WCID No. I - Brookfield Page I 1 required by the Texas Open Meetings Act) and that the individual executing this Amended Agreement on behalf of the City has been authorized to do so. The District warrants that this Amended Agreement has been approved by the Board in accordance with all applicable public meeting and public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Amended Agreement on behalf of the Board has been authorized to do so. 11.05 Severability. The provisions of this Amended Agreement are severable and, in the event any word, phrase, clause, sentence, paragraph, section, or other provision of this Amended Agreement, or the application thereof to any person or circumstance, shall ever be held or determined to be invalid, illegal, or unenforceable for any reason, and the extent of such invalidity or unenforceability does not cause substantial deviation from the underlying intent of the parties as expressed in this Amended Agreement, then such provision shall be deemed severed from this Amended Agreement with respect to such person, entity or circumstance, without invalidating the remainder of this Amended Agreement or the application of such provision to other persons, entities or circumstances, and a new provision shall be deemed substituted in lieu of the provision so severed which new provision shall, to the extent possible, accomplish the intent of the Parties as evidenced by the provision so severed. 11.06 Changes in State or Federal Laws. If any state or federal law changes so as to make it impossible for the City or the District to perform its obligations under this Amended Agreement, the Parties will cooperate to amend the Amended Agreement in such a manner that is most consistent with the original intent of the Amended Agreement as legally possible. 11.07 Additional Documents and Acts. The Parties agree that at any time after execution of this Amended Agreement, they will, upon the request of any other Party, execute and/or exchange any other documents necessary to effectuate the terms of this Amended Agreement and perform any further acts or things as the other Party may reasonably request to effectuate the terms of this Amended Agreement. 11.08 Captions. Captions and headings used in this Amended Agreement are for reference purposes only and shall not be deemed a part of the Amended Agreement. 11.09 Assi nment. Neither the District nor the City may assign this Amended Agreement without the written consent of the other Party. 11.10 Amendment. This Amended Agreement may be amended only with the written consent of both Parties and with approval of the governing bodies of the City and the District. 11.1 1 Interpretation. The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Amended Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Amended Agreement or any amendments or exhibits hereto. As used in this Amended Agreement, the term "including" means "including without limitation" and the term "days" means calendar days, not business days. Wherever required by the context, the singular shall include the plural, and the plural shall include the singular. Each defined term herein may be used in its singular or plural form whether or not so defined. Amended Agreement Concerning Operation of South Denton County WC1D No. 1 - Brookfield Page 12 1 1.12 Third-Party Beneficiaries. This Amended Agreement is solely for the benefit of the Parties, and for the benefit of Owner as a third-party beneficiary. Neither the City nor the District intends by any provision of this Amended Agreement to create any rights in any third- party beneficiaries other than Owner or to confer any benefit upon or enforceable rights under this Amended Agreement or otherwise upon anyone other than the City, the District and Owner. 11.13 Incorporation of Exhibits by Reference. All exhibits attached to this Amended Agreement are incorporated into this Amended Agreement by reference for the purposes set forth herein, as follows: Exhibit A Map of Property Exhibit B Legal description of the Property Exhibit C Joinder Agreement Exhibit D Annexation Notice 11.14 Conspicuous Provisions. The City and the District acknowledge that the provisions of this Amended Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the requirements for the express negligence rule and/or are conspicuous. 11.15 Counterpart Originals. This Amended Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Amended Agreement Concerning Operation of South Denton County WCID No. 1 - Brookfield Page 13 ATTT: TY OF FORT WORTH By: at, Assistant City Manager r/a (�ai44/y Kayser, City Secre r Date: 2 /S/�7 APPROVED AS TO FORM AND LEGALITY: Oro Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the/! lay of r , 2016,'% by Fernando Costa, Assistant City Manager of the City of Fort Worth, Texas on b half of said City, r �.,, TRIKINYA L JOHNSON , ....,o :i,• :Notary Public,State of Texas Notary P blit, SA of Texas , Comm. Expires 04-17-2018 Notary ID 1238832-0 Printed Name: r.' -s My Commission Expires: oy 1 7 2A/ v [SEAL] Amended Agreement Concerning Operation of South Denton County WC1D No. 1 -Brookfield Page 14 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. Dana Burghdoff Assistant Director-P nning Planning&Development Department BROOKFIELD FRESH WATER SUPPLY DISTRICT NO. 1 OF DENTON COUNTY f/k/a South Denton County Water Control and Improvement District No. 1 By: M. Vice President, Board of Supervisors Date:—.2-3 STATE OF TEXAS § § COUNTY OF b"A § This instrument was acknowledged before me, on the 3-1d day of F L� , 2017, by S _'^ imo►�,Vresident, Board of Supervisors of Brookfield Fresh Water Supply District No. 1 of Denton County f/k/a South Denton County Water Control and Improvement District No. 1, on behalf of said district. Notary Public, State of Texas Printed Name: R&°n- ban;PLs My Commission Expires: 10-11- )r °1PaY-PG9°=, REBECCA DANIELS .*_ Notary public STATE OF TEXAS My Comm.Exp.October 11,2013 j3 56RS.T[�J^" Amended Agreement Concerning Operation of South Denton County WC1D No. I -Brookfield Page 15 Exhibit A Map of Property Exhibit A—Page 1 Amended Agreement Concerning Operation of South Denton County WCID No. 1 -Brookfield ---- ------ ------------.. -. ...... -' ...... . -'-' ' ...._...---------------------------------------.-......... . r O b0 a` W uj IX I I v� -------' I, — lit Qq Lli 75 ig uj IMMV gvy ask Y W_ !.L-NM tss MIM ON �fjg t�m � 3 ( �t _ yv LL �' t .'- 'a^�.3y '€.�' WNP i.''� .c�• ,ls �fr'la' uM.- l fi_; j W f .�. Oii�(jJ�Ws�`"t"ty "L"zY * s•r3ec�r'Jd" y I ',"*,� f.�.r ,t r I i �f� i}4' O� �"z�'f �iF f/'-h.x-�`'i'��'x�a"`�'"y t+'�zf`�'•r xr��� ��-�+ c� iL' rt z+ Ell71' / W 'g= O p cc z c� CE cr F1 J I -• ♦� ♦ Int ---- ° , a �N o ----------- ---- c r C r ZI 0 r I 3 / ♦ i I 8884 ♦♦ ♦ r � N ( 7xzo Wa W - Ln w w W U W (n • . ... ... ................................................................................................................................................. Exhibit B Legal Description of the Property BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO. 518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records, Denton County, Texas and being more particularly described as follows: BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way line of State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2; THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a distance of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at the Southeast corner of a tract of land described in Deed to Willow Bend 114, recorded in Document Number 2005- 8893, Deed Records, Denton County, Texas; THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block A of WILLOW SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to the Plat thereof recorded in Cabinet D, Page 317, Plat Records, Denton County,Texas; THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a distance of 13.26 feet to a 1 inch iron rod found at the Southeast corner of a tract of land described in Deed to Robert B. Logan, recorded in Volume 515, Page 92,Deed Records, Denton County,-Texas; THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch iron rod found at the Northwest corner of said Tract l; THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "EC&D" found at the Northeast corner of said Tract 1; THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "EC&D"found at the most Easterly Southeast corner of said Tract 1; THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said Tract 1; THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the POINT OF BEGINNING and containing 231.579 acres of land, more or less. Exhibit B—Page I Amended Agreement Concerning Operation of South Denton County WCID No. 1 -Brookfield Exhibit C JOINDER AGREEMENT WHEREAS, The Texas Commission on Environmental Quality ("TCEO") approved creation of the South Denton County Water Control and Improvement District encompassing 231.579 acres of land described on Exhibit A (the "District") by order dated April 19, 2007; and WHEREAS, the District was subsequently converted to a fresh water supply district operating under Chapters 49, 51 and 53 of the Texas Water Code; and WHEREAS, the City Council of the City of Fort Worth approved that certain Amended Development Agreement between the Citv of Fort Worth and Brookfield Acquisitions, L.P. governing all land within the District ons -(City Secretary Contract No.42Zb-) (the "Amended Development Agreem t"); and AIL WHEREAS, the Board wishes to enter into this Joinder Agreement to confirm and adopt the applicable terms and provisions of the Amended Development Agreement, and agrees to operate pursuant to those terms and provisions of the Amended Development Agreement which are applicable to the District, as such Amended Development Agreement may be amended from time to time. NOW, THEREFORE, BE IT RESOLVED, DETERMINED, AND AGREED BY THE BOARD OF SUPERVISORS OF SOUTH DENTON COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT, AS FOLLOWS: 1. Consideration. This Joinder Agreement has been authorized, agreed to, and entered into in consideration of the benefits and promises contained in the Amended Development Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 2. Approval of Agreement. The Board hereby consents to, confirms and adopts the applicable terms and provisions of the Amended Development Agreement and assumes all obligations set out in the Amended Development Agreement which are applicable to the District. EXECUTED AND APPROVED ON , 2016. SOUTH DENTON COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT NO. 1 By: President, Board of Supervisors Date: Exhibit C—Page 1 Amended Agreement Concerning Operation of South Denton County WCID No. 1 -Brookfield ATTEST: By: Name: Exhibit C—Page 2 Amended Agreement Concerning Operation of South Denton County WCID No. I -Brookfield Exhibit D ANNEXATION NOTICE STATE OF TEXAS § COUNTY OF DENTON § AMENDED NOTICE CONCERNING ANNEXATION AND SERVICES The real property described in Exhibit A attached hereto and incorporated herein (the "Property") is located in South Denton County Water Control and Improvement District No. 1 (the "District"). The District is located wholly within the extraterritorial jurisdiction of the City of Fort Worth. The City does not impose property taxes within the District and is not required by state law to provide police protection, fire protection, road maintenance or any other municipal services to the District. The City of Fort Worth may annex the Property for full purposes upon the earliest to occur of: (1) dissolution of the District; or (2) the date that construction of water, sanitary sewer, drainage and road facilities to serve 90% of the Property is complete and bonds have been issued by the District to reimburse Owner or developer for such facilities; 1Z�'�3%, THIS NOTICE SUPERSEDES THAT CERTAIN NOTICE CONCERNING ANNEXATION AND SERVICES RECORDED IN THE DENTON COUNTY REAL PROPERTY RECORDS ON OCTOBER 3, 2011, AS INSTRUMENT NO. 2011-93139. For additional information concerning potential annexation of the District, contact the City of Fort Worth Planning and Development Director. SOUTH DENTON COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT NO. I By: Name printed: Title: Exhibit D—Page 1 Amended Agreement Concerning Operation of South Denton County WCID No. 1-Brookfield STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me, on the day of , 20 , by , President, Board of Supervisors of South Denton County Water Control and Improvement District No. 1, on behalf of said district. Notary Public, State of Texas Printed Name: My Commission Expires: [SEAL] After recording, return to: Water Director City of Fort Worth 1000 Throckmorton Fort Worth, TX 76102 Exhibit D—Page 2 Amended Agreement Concerning Operation of South Denton County WCID No. I-Brookfield. Annexation Notice Exhibit A BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO. 518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records, Denton County, Texas and being more particularly described as follows: BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way line of State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2; THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a distance of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at the Southeast cornea- of a tract of land described in Deed to Willow Bend 114, recorded in Document Number 2005- 8893, Deed Records, Denton County, Texas; THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block A of WILLOW SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to the Plat thereof recorded in Cabinet D, Page 317, Plat Records, Denton County, Texas; THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a distance of 13.26 feet to a I inch iron rod found at the Southeast corner of a tract of land described in Deed to Robert B. Logan, recorded in Volume 515, Page 92, Deed Records, Denton County, Texas; THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch iron rod found at the Northwest corner of said Tract l; THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "EC&D" found at the Northeast corner of said Tract l; THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch iron rod with a yellow plastic cap stamped `BC&D" found at the most Easterly Southeast corner of said Tract 1; THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "EC&D"found at an inner ell corner of said Tract 1; THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the POINT OF BEGINNING and containing 231.579 acres of land, more or less. 41378.12 Exhibit D—Page 3 Amended Agreement Concerning Operation of South Denton County WCID No. 1-Brookfield M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FOR�T�RT1i COUNCIL ACTION: Approved on 12/13/2016 - Resolution No. 4725-12-2016 & 4726-12-2016 REFERENCE 12BROOKFIELD, ALPHA DATE: 12/13/2016 NO.: L-15980 LOG NAME: RANCH, SHALE CREEK AGREEMENTS CODE: L TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Adoption of Resolutions Consenting to the Expansion of the Alpha Ranch Fresh Water Supply District and Authorize the Execution of Various Agreements and Amended Agreements Relating to Development, Construction, Water and Wastewater Service, Wholesale and Utility Transfer for South Denton County Water Control Improvement District No.1, Alpha Ranch Fresh Water Supply District of Denton and Wise County and North Fort Worth Water Control Improvement District No. 1 (ETJ/DENTON COUNTY and COUNCIL DISTRICT 7) RECOMMENDATION: It is recommended that the City Council adopt the attached resolutions consenting to the addition of approximately 183 acres into the Alpha Ranch Fresh Water Supply District and authorize the City Manager or a designee to execute the following Agreements and to take any actions to carry out such Agreements: 1. Wholesale Water Agreement between Aqua Texas and Fort Worth 2. Water and Wastewater Utility Services Transfer Agreement 3. Agreement Concerning Water and Sewer Service to Shale Creek Development 4. Agreement Terminating Brookfield Water and Wastewater Utility Service Agreement and Buy-Out Option Agreement 5. Agreement Terminating Brookfield Wholesale Water and Wastewater Agreements 6. Agreement Concerning Sewer Service to Alpha Ranch and Brookfield Developments 7. Water Infrastructure Agreement 8. Sewer Infrastructure Agreement 9. Brookfield Development (South Denton County Water Control Improvement District No. 1) Agreement 10. Alpha Ranch Development Agreement 11. Shale Creek Development Agreement 12. South Denton County (Brookfield Development) Creation and Operation Agreement 13. Alpha Ranch Creation and Operation Agreement 14. Agreement for Construction of Sendera Ranch Blvd DISCUSSION: Entities affiliated with Centurion American Development Group (Developer) awn approximately 2,000 acres of land in the City's Extraterritorial Jurisdiction in proximity to State Highway 114, as shown on the attached map (the Property). The Property is undeveloped and is located within the Alpha Ranch Fresh Water Control and Improvement District, consisting of the Elizabeth Creek and Alpha Ranch developments (collectively, the Alpha Ranch development), the South Denton County Water Control and Improvement District No. 1 (the Brookfield development), and the North Fort Worth Water Control and Improvement District No. 1 of Denton and Wise Counties (the Shale Creek development) (the Districts), which districts were created with the City's consent. The Developer agreed to develop the Property with a mixture of residential, commercial and recreational uses in accordance with City standards. The Districts were created and approved by the City Council as follows: Alpha Ranch, consisting of approximately 1,294 acres on February 15, 2007; Brookfield, httn://anns.cfwnet.orLy/council packet/me review.asn?ID=22358&councildate=12/13/2016 2/20/2017 M&C Review Page 2 of 3 consisting of approximately 231 acres on April 19, 2007; and Shale Creek, consisting of approximately 251 acres on August 21, 2006. On January 25, 2011, the City Council approved operation, development and utility Agreements for the Brookfield District. (M&C C-24720, CSC Nos. 42127, 42128 and 42120 respectively.) When the Development and Utility Agreements were approved, the Property was located in an area for which Certificate of Convenience and Necessity (CCN) had been issued by TCEQ to Aqua Texas to provide retail water. The Agreements contemplated that Aqua Texas would provide retail water and sewer service to the Property for a term of 17 years, after which the City had an option to become the retail water and sewer provider and to purchase, for a nominal amount, water and wastewater infrastructure to serve the Property. Aqua Texas, the City, the Districts desire to enter into an Agreement providing, among other terms, for Aqua Texas to transfer to the City all of its rights and obligations in connection with retail water service to the Property under their CCN and to transfer to the Districts all of its rights and obligations in connection with retail sewer service to the Property superseding the original utility agreement and ancillary agreements concerning water and sewer service to the Property. On September 23, 2014, the City Council adopted Resolution No. 4361-09-2014 which authorized the city staff to negotiate Agreements with the Developer, Aqua Texas and the Districts for: 1) the transfer the CCN to the City from Aqua Texas; 2) to negotiate for the provision of water and sewer service to the Property to include a Wholesale Water Agreement to serve part of the Shale Creek Development with no infrastructure or meter cost to the City; 3)to negotiate for the construction of water and sewer infrastructure to include a water line to connect Sendera Ranch pump station to existing City infrastructure and a wastewater treatment plant; 4) negotiate for the construction of a sewer line connecting to the City's system, and at the City's discretion, discontinuance of by the Districts of the wastewater treatment plant upon the City becoming the retail sewer service provider to the property; 5) to negotiate for the construction, consistent with the City's Master Thoroughfare Plan, of a four-lane extension of Sendera Ranch Boulevard from its existing terminus to SH 114 outside the City limits, at no cost to the City, and to be reimbursed less any proportional share required for the portion of the extension located within the City limits with roadway impact fees or fee credits in accordance with the City's transportation impact fee policy; and construction of a portion of Sendera Ranch Boulevard outside of the City limits, at no cost to the City and to be reimbursed less any proportional share required for the portion of the extension; and 6) to amend the Development Agreement for Brookfield and enter into Development Agreements for the Alpha Ranch District and Shale Creek to reflect the new arrangements for providing water and sewer service to the Property and to address other outstanding issues. This M&C does not request approval of a contract with a business entity. Aqua Texas has agreed to transfer to the City Aqua Texas' CCN and contract rights and obligations governing retail water utility service to Brookfield, Alpha Ranch and Shale Creek and to include land immediately adjacent to Alpha Ranch provided that the land is annexed by the Alpha Ranch District. Alpha Ranch District has submitted two petitions to annex the area for Council's approval. Staff recommends approving the attached resolutions to allow Alpha Ranch to annex the area which will transfer the CCN from Aqua Texas to the City. The parties have the authority to enter into this Agreement pursuant to Section 212.172 of the Local Government Code. The property is located in the City's extraterritorial jurisdiction adjacent to CITY COUNCIL DISTRICT 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that this agreement will have no immediate material effect on City funds. Any effect on expenditures and revenues will be budgeted in future fiscal years. TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 httn://anns.cfwnet.ora/council Dacket/mc review.asp?ID=22358&councildate=12/13/2016 2/20/2017 M&C Review Page 3 of 3 Submitted for City Manager's Office by: Jesus (Jay) Chapa (5804) Originating Department Head: Sarah J. Fullenwider (7606) Additional Information Contact: Melinda Ramos (7631) ATTACHMENTS Alpha Ranch Resolution Consent to Annex 12.doc Alpha Ranch Resolution Consent to Annex 171.doc Aqua Texas 1295.pdf Exhibit for 12 acres resolution.pdf Exhibit for 171 acres resolution.pdf Forms (3) 1295.pdf Ryan Dynasty Trust 1295.pdf Water district alpha Ranch shale creek brookfield Map.pdf httn://anns.cfwnet.org/council packet/mc review.asn?TTS=223.58&counciIdate=12/13/2016 2/20/2017