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Home My WebLink AboutContract 48657': ;d. r.f ' � CITY SECRETARY /' REGEIVED CONTRACT IVO. �(l� E: I�AR - � `�'C , . .. �; °�, CiTYOF�ORTV�-REEMENT TERMINATING BROOKFIELD WATER AND WASTEWATER > CITYSECREiN�"UTILITY SERVICE AGREEMENT AND BUY-OUT OPTION CONTRACT FOR BROOKFIELD DEVELOPMENT This Agreement Terminating Brookfield Water and Wastewater Utility Service Agreement and Buy-Out Option Contract for Brookfield Development is entered into by and between the City of Fort Worth, Texas (the "Citv"), Brookiield Acquisitions, L.P., a Texas limited partnership ("Owner"), Aqua Texas, Inc., a Texas corporation ("Aqua Texas") and South Denton County Water Control and Improvement District No. 1, a fresh water supply district operating pursuant to Article XVI, Section 59, of the Texas Constitution and Chapters 49, 51 and 53 of the Texas Water Code (the "District") (collectively, the "Parties"), effective Gi: ��i�- , 201�'��the `Bffective Date"). ARTICLE I RECITALS A. Owner owns 231.579 acres in Denton County, Texas, in the City of Fort Worth's extraterritorial jurisdiction (the "PropertX") which Owner intends to develop as a mixed-use, master-planned community to be known as "Brookfield". B. The City, Owner, Aqua Utilities, Inc., and the District entered into that certain Brookfield Water and Wastewater Utility Service Agreement dated January 25, 2011 (Mayor and Council Communication G24720, City Secretary Contract. No. 42120) (the "Utilitv Service A�reement") and that certain Buy-Out Option Contract for Brookfield Development effective January 25, 2011 (Mayor and Council Communication C-24720, City Service Secretary Contract No. 42118) (the "Buv-Out Contract"). At the time such documents were approved, Aqua Utilities, Inc. held water certificate of convenience and necessity ("CCN") No. 11157 and sewer CCN No. 20453 for the Property. C. Pursuant to the terms of the Utility Service Agreement, the parties thereto agreed that Aqua Utilities, Inc. would provide water service to the first 190 connections utilizing groundwater or other available wholesale supply source and would provide sewer service to the first 190 connections. Commencing with the 191 St connection, the City would provide wholesale water and wastewater treatment services to Aqua Utilities, Inc. to serve the Property. D. The Utility Service Agreement further provided that the City had the option to become the retail water and wastewater provider to the Property at any time after 17 years after the first connection on the Property to the City's water system. To carry out the transfer of retail water and wastewater service to the Property from Aqua Utilities, Inc. to the City, Owner, the District and Aqua Utilities, Inc. agreed to transfer all water and wastewater distribution facilities, easements, records, and other assets related to water and sewer service to the Property to the City in accordance with the Buy-Out Contract. E. Aqua Utilities, Inc. has transferred all of its assets to Aqua Texas, including without limitation TPDES Permit No. WQ0014263, CCN No. ll 157, CCN No. 20453, CCN No. 20867, and all rights and obligations under the Utility Service Agreement and the Buy-Out Contract. Agreement Terminating Brookfield Utility Agreement and �� :;-�p�C1AL RECOR�9 Buy-Out Option Contract — Page 1 �i�ITY SECRE�'ARY j FT. W�II�TH� 77C F. Aqua Texas, the City, the District, 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 �-tb��<�v j�}- , 201��City Secretary Contract No.'{n �L , providing for Aqua Texas to transfer to the rty all of 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 "Water and Wastewater A�reement"), superseding the Utility Service Agreement and the Buy-Out Contract. G. The Water and Wastewater Agreement further provides for Aqua Texas to transfer to the Alpha Ranch District all of its rights and obligations in connection with retail sewer service to 160.8963 acres within the Alpha Ranch District under sewer CCN No. 20867 and 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" H. The City, the District and the Alpha Ranch District have also entered into that certain Agreement Concerning Sewer Service to Alpha Ranch and Brookfield Developments (the "Sewer Service Agreement") dated �-� _a �, _ }-� , 201� (City Secretary Contract No. ti-�S (:.5� . The Sewer Service Agreement provid s that the District and the Alpha Ranch District have the option to construct, or cause to be constructed, the Wastewater Treatment Plant to provide interim sewer service within the Alpha Ranch District and the Brookfield District. The District and the Alpha Ranch District shall construct, or cause the construction of, an off-site sewer main to the Fort Worth system in accordance with the Sewer Service Agreement whereupon the Wastewater Treatment Plant will be taken out of service and the City will become the provider of retail sewer services to all customers in the District and the Alpha Ranch District. I. It is in the Parties' best interest to terminate the Utility Service Agreement and the Buy-Out Contract in light of the new arrangements for water and sewer service to the Property pursuant to the Water and Wastewater Agreement and the Sewer Service Agreement. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract and agree as follows: 1.01 The Utility Service Agreement and the Buy-Out Contract are terminated and of no further force or effect, as of the Effective Date. 1.02 Aqua Texas hereby warrants that it is the successor in interest to all assets, rights and obligations of Aqua Utilities, Inc., and has the authority to enter into this Agreement. 1.03 Each Party hereby unconditionally, fully and completely releases, acquits, and forever discharges the other Parties and their successors and assigns from any and all claims, demands, actions, causes of action, suits, liabilities, damages, losses, costs and expenses whatsoever, known or unknown, accrued or unaccrued, at law or in equity, relating to the Utility Service Agreement and the Buy-Out Contract. Agreement Terminating Brookfield Utility Agreement and Buy-Out Option Contract — Page 2 1.04 This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. ATTEST: , � ��:. � j �:; � - �;�'C�� CITY OF FORT WORTH C�; � •�� , ,�} - ..�. .��,y� By: J - - ' -- : � Assistant City Manager � APPROVED AS LEGALITY: 'i � � � � ;� Assis ant City A orne ATTEST: Corporate Secretary �� Date: � �'� � � � �� f � �;S � C��'��. &�a�li��izati.on - �f� - � ��" ��l % �a�e — Date: 1 �-- � �:S � !jo Agreement Terminating Brookfield Utility Agreement and Buy-Out Option Contract — Page 3 i--- - - ----- -- �DFfIC1AL RECOR� CITY S�CREiAltY � �'1"• WORTH, TX �, Contract Compliance Manager for the Agreement Terminating Brookfield Water and Wastewater Utility Services and Buy-Out Option Contract for Brool<field Development. 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. � � Name of E loyee — Wendy Chi-Babulal, EMB , P.E. Water Plannin JDevelopment En ineerina Mana�er Title �='---.----- �fFIC1A�. REC�R� CITY SEC�ET�R� F'f. Vff�RTH, �� BROOKF�ELD FRESH WATER SUPPLY DISTRICT N0. 1 O�' DENTON COUNTY f/k/a South Denian Coanty'Water Control and Im � ovemeni Distri�t No. 1 ; . By: �./�.`r"� � � � �°rt�� , Name: S(/�(�YGt, G� 1 YYl Vi Ce Presideni, Board of Supervisors Date: �' �3 — `� BRUOKFIELD ACQUISITIONS, L.P., a Texas Iimitetl partnership Sy: MMM Ventures, LLC, a Texas limited liability company Its: General Partner By: 2M Ventures, LLC, a Delaware limited Iiability company Its: Manager By: .�/�-- L�-- �- ,,�-�_� Mehrdad Moayedi Title: Gaverning Person Agreement Terminating Brookfield Utility Agreement and Suy-Out Option Contxact — Page 4 SOUTH DENTON COUNTY WATER CONTROL AND IMPROVEMENT DISTRICT NO. 1 : President, Board of Supervisors Date: BROOKFIELD ACQUISITIONS, L.P., a Texas limited partnership By: MMM Ventures, LLC, a Texas limited liability company Its: General Partner By: 2M Ventures, LLC, a Delaware limited liability company Its: Manager f / By: !; ��/� j _.`J;, 9 � Mehrdad Moayedi Title: Governing Person 41382.8 Agreement Terminating Brookfield Utility Agreement and Buy-Out Option Contract — Page 4