HomeMy WebLinkAboutResolution 4829-08-2017 A Resolution
NO. 4829-08-2017
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FORT WORTH,TEXAS CONSENTING
TO THE ADDITION OF 13.745 ACRES OF LAND BY FAR NORTH FORT WORTH MUNICIPAL
UTILITY DISTRICT NO. 1 OF TARRANT AND WISE COUNTIES; PROVIDING FOR
SEVERABILITY AND DECLARING AN EFFECTIVE DATE.
WHEREAS, pursuant to Section 49.301 of the Texas Water Code, as amended, Northstar Ranch, LLC
(the "Landowner")has petitioned the City for the addition of approximately 13.745 acres of land(the "Pro a ")
to the boundaries of Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise Counties (the
"District"); and
WHEREAS, the Property is located within the extraterritorial jurisdiction of the City of Fort Worth,
Texas(the"C V);and
WHEREAS, the District has provided the City with a copy of the Landowner's petition for the addition
of the Property to the District and requested that the City provide a consent resolution evidencing the City's
consent to such addition of the Property to the District; and
WHEREAS, the City Council finds that it is in the public interest to grant consent to the addition of the
Property to the District,taking into consideration the public health, safety, and general welfare;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT
WORTH,TEXAS:
Section 1. The City hereby consents to the addition of the Property to the District, in accordance
with the Landowner's petition to the City for such addition. A copy of the Landowner's petition, including the
legal description of the Property, is attached hereto and incorporated herein by reference as Exhibit"A".
Section 2. The consent of the City to the addition of the Property to the District does not in any way
release the Property from the extraterritorial jurisdiction of the City.
Section 3. The terms and provisions of this Resolution shall be deemed to be severable and if the
validity of any section, subsection, clause, or phrase of this Resolution should be declared to be invalid,the same
shall not affect the validity of any other section, subsection, sentence,clause or phrase of this Resolution.
Section 4. This Resolution shall take effect ii-nm on its passage.
Adopted this 151 day of August, 2017. F RT
0
ATTES U
By:
onald P. Gonzales, Aist nt City Secretary ...........
XAS
oRTWoFRTH
PETITION FOR CONSENT TO ANNEX LAND INTO
FAR NORTH FORT WORTH MUNICIPAL UTILITY DISTRICT NO. 1
OF TARRANT AND WISE COUNTIES
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF FORTH
WORTH, TEXAS:
The undersigned, FAR NORTH FORT WORTH MUNICIPAL UTILITY
DISTRICT NO. 1 OF TARRANT AND WISE COUNTIES (the "District"), and
NORTHSTAR RANCH, LLC, a Texas limited liability company (the "Petitioner"),
acting pursuant to the provisions of Chapter 49, Texas Water Code, particularly Section
49.301 of that Code, together with all amendments and additions thereto, respectfully
petition the City Council of the City of FORT WORTH, TEXAS (the "City"), for its
written consent to the annexation by the District of the 13.745 acre tract of land
described by metes and bounds in Exhibit A (the "Land"), which is attached hereto and
incorporated herein for all purposes. In support of this petition, the undersigned would
show the following:
I.
The District is a municipal utility district duly created under the laws of the State
of Texas on January 12, 2017. The District was created and organized under the terms
and provisions of Article XVI, Section 59, of the Constitution of Texas, and is governed
by the provisions of Chapters 49 and 54, Texas Water Code.
II.
The Petitioner holds fee simple title to the Land, as indicated by the certificate of
ownership provided by the Denton Appraisal District. The Petitioner represents that
there are no lienholders on the Land.
III.
The Land is situated wholly within Denton County, Texas. No part of the Land
is within the limits of any incorporated city, town or village, and no part of the Land is
within the extraterritorial jurisdiction (as such term is-defined m Local Gic ment --
Code Section 42.001 et sec:, as amended) of any city, town or village except the City.
All of the Land may properly be annexed into the District.
IV.
The general nature of the work to be done within the Land is the construction,
acquisition, maintenance and operation of a waterworks and sanitary sewer system, a
drainage and storm sewer system and road facilities.
665322(003)
V.
There is, for the following reasons, a necessity for the above-described work. The
Land, which will be developed for commercial and/or residential purposes, is urban in
nature, is within the growing environs of the City, is in close proximity to populous and
developed sections of Denton, Tarrant, and Wise Counties, and within the immediate
future will experience a substantial and sustained residential and commercial growth.
There is not now available within the Land an adequate waterworks and sanitary sewer
system, an adequate drainage system, nor road facilities, and it is not presently
economically feasible for the Land to provide for such systems and facilities itself.
Because the health and welfare of the present and future inhabitants of the Land and of
lands adjacent thereto require the construction, acquisition, maintenance and operation
of an adequate waterworks and sanitary sewer system, a drainage and storm sewer
system, and road facilities, a public necessity exists for the annexation of the Land into
the District, to provide for the purchase, construction, extension, improvement,
maintenance and operation of such waterworks and sanitary sewer system, such
drainage and storm sewer system, and such road facilities, so as to promote the purity
and sanitary condition of the State's waters and the public health and welfare of the
community.
VI.
The undersigned estimate, from such information as they have at this time, that
the cost of extending the District's facilities to serve the Land is $685,000.00.
VII.
The Petitioner and the District agree and hereby covenant that if the requested
consent to the annexation of the Land to the District is given, the Petitioner and the
District will adopt and abide by the conditions set forth in the Agreement Concerning
Creation and Operation of Far North Fort Worth Municipal Utility District No. 1,
among the City, Lackland Holdings, LLC and the District, attached hereto as Exhibit B
and incorporated herein for all purposes.
WHEREFORE, the undersigned respectfully pray that this petition be heard and
granted in all respects and that the City give its written consent to the annexation of the
Land into the District.
[EXECUTION PAGES FOLLOW]
-2-
665322(003)
VIN -
RESPECTFULLY SUBMITTED on this day of w__ � —.—,2017.
FAR NORTH FORT WORTH
MUNICIPAL UTILITY DISTRICT
NO. 1 OF TARRANT AND WISE
COUNTIES
A1 . 0 � ' .-j L- '*
By.
Ak
Name: S�On C((o(--K e 4
Title:. ...Ores%,d e_(1)-
ATTEST:
(SEAL) 98"11yy''�
'd 4kY yV*
By: .�. V f
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ill = �• a :a
Name: K� ao:
Title: G Cr ��.
THE STATE OF TEXAS §
COUNTY OF I §
nn �
This instrument was acknowled ed before me on this day of
�SIAn
P. , 2017, by Sharp,, Eb( Ke++ , as —P f�__A-- ,
andKtm6 U M as �-ruc� � of the Board of Directors of FAR
NORTH FORT WORTH MUNICIPAL UTIL DISTRICT NO. 1 OF TARRANT AND
WISE COUNTIES,a political subdivision of the State of Texas,on behalf of said political
subdivision.
Notary Public, State Vex4a
(NOTARY SEAL)
IN°.. MICHELLE JOY BRYAN
My Notary ID#128330527
Expires July 16,2018 -3-
665322
NORTHSTAR RANCH, LLC, a Texas
limited liability company
By:
Name:
Title: �ec V'-&4
THE STATE OF TEXAS §
§
COUNTY OF TAr rc..r k §
This instrument was acknowledged before me on this day of
une_ , 2017, by T--Aon Ter. SeGre of
NORTHSTAR RANCH, LLC, a Texas limited liability company, on"behalf of said
limited liability company.
TINA MICHELLE LEWIS
i•:��F+�Notary Public, State of Texas
��9;�••••j�+vim Comm. Expires 06-16-2021
Notary ID 125179689 Notary Public, State of Texas
(NOT
Attachments:
Exhibit A: Description of the Land
Exhibit B: Agreement Concerning Creation and Operation of Far North Fort Worth
Municipal Utility District No. 1
After recording, return to: Allen Boone Humphries Robinson LLP, 3200 Southwest
Freeway, Suite 2600,Houston,Texas 77027, Attn: Yvonne Onak.
-4-
665322
EXHIBIT A
Description of
13.745 Acres of Land
BEING a 13.745 acre tract of land in the M.Ashton Survey,Abstract Number 1(Denton County)
Denton County,Texas,and being a portion of that certain tract of land (Tract 1)described in
deed to Northstar Ranch, LLC., recorded in Instrument Number D217014069 of County Records,
Tarrant County,Texas and Instrument Number 2017-7539 of Real Property Records, Denton
County,Texas and being more particularly described by metes and bounds as follows:
BEGINNING at the northeast corner of said Tract 1 being the southeast corner of that tract of
land described by deed to Mary Lou Livengood recorded Volume 109, Page 448 of said Real
Property Records and being in the west line of that tract of land described by deed to Sendera
Ranch A2A Development, LLC recorded in Instrument Number 2014-61437 of said Real Property
Records;
THENCE South 00"06'11"West, 1574.05 feet with the east line of said Tract 1;
THENCE South 87°56'55"West,397.34 feet,departing the said east line,to the approximate
county line of Denton and Wise counties;
THENCE North 01°12'54"East, 1560.72 feet,with said common line,to the north line of said Tract 1;
THENCE North 89"54'51" East,with said north line,to the POINT OF BEGINNING and containing
13.745 acres, more or less.
G:\JOB\LHL14003_700_Acres\Sur\Legal\LHL14001_mudlA.docx Page 1 of 1
June 20,2017
Basis of Beoring is deed for Northstor,LLC
in recorded in Instrument Number D217140069 of
M County Records, Tarrant County, Texas. IS
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P Mary Lou Livengood. Etat �. 1
Vol. 109. Pg.448 P 400 800
R.P.R.D.C. T.
S890 54'51 "E GRAPHIC SCALE N FEET
589"54'S1'E 1724.50' r "Integral parts of this document"
366. 82 1.Description - 1 Page
2. Exhibit - 1 Page
ti CD (Paint Of.
Beginning
In In
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,�A J 13.745 Sendera Ranch A2A
s, Acres Development, LLC
Inst.# 2014-61437
R.P.R.D.C. T.
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NORTHSTAR RANCH. LLC s -F `—
(Tract 1 l �, —_-�
Inst.# p217140069 C.R.T.C.T. z `yT T63�P4�w�4
Inst.# 2017-7539 R.P.R.D.C.T. 0
NS
*56155u W . h�� Tarrant Co.
"This document was prepared under 22 TAC 663.21. 397- 34' `e". (Sendero Ranch
does not reflect the results of an on the ground
survey.and is not to be used to convey or establish s 1; f>rgst.#D209069795
interests in reatpfoty except those rW* and ,1 \t `\ eE R. T.C. T.
per
merest: implied or estobished by the creo6on or
reconfiguration of the boundary of the pofiticalN �\
subdivision for which it *oil prepared.,* ��' ��
tla4 '• zp Sendero RvncCt {
"Prelimirlory, this document'ohal not be �`� 1n3 F,# D
recorded for any purpose and shall not C.R.jr.C. T.
be u*ed or viewed or relied Jpon as o
finali4rvey document" 22 TAC 663.18C ��y�-(�^``
r Todd �4, Bridges, RPLS 4940. 3 , `1��rr
w Dote, 6!21/2017 -`r^ 4. ' Y
Exhibit of 13.745 Acres
Situated In the M. Ashton �,��� N
P E LOTO NJ Survey. Abstract Nufriber 1 , ,
LAND SOLUTIONS Denton County. Texas
f*-LV JMPA AY,KWT9 0 J013 t1 LHL14001 ----'TD-
MWRAYYN 6Y: GADd CHECKED BY: TARIDGES DATE:6-211-206 PAGEiq t of t
FORT AVORiYi TEM, Y" PHAA1�•610-610
!3- res w -o.q .. __. ___ _. _. as ___. __._
CITY SECRUAW
EXHIBIT B cit NTRACT NO.,.
AGREEM'NT CONCERNING CREATION AND OPERA'T'ION
OF FAR NORTH FORT WORTII MUNICIPAL UTILITY DISTRICT NO. 1
STATE OF TEXAS §
COUNTIES OF TARRANT,DENTON §
AND WISE §
l �
This Agreement Concerning Creation and Operation of Far North Fort Worth
Municipal Utility District No. 1 (this " reemed ) is entered into by the City of Fort
Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton, Johnson,
Parker and Wise Counties, Texas (the "City"), acting by and through its duty authorized
Assistant City Manager; Lackland Holdings, LLC, (" )wners"); and Far North Fort
Worth Municipal Utility District No. 1, a municipal utility district created pursuant to
Article XVI, Section 59, of the Texas Constitution,, Chapters 49 and 54 of the Texas
Water Code, located within Tarrant; Denton and Wise Counties (the "District"), which
District,after the District Confirmation Date,will become a party to this Agreement.
ARTICLE I
RECITALS
A. Owner has represented to the City that Owner is the owner of
approximately 741.99 acres in Tarrant, Denton and Wise Counties, Texas, as shown on
xh' fid„ and described in Exhibit I3 attached to this Agreement(the"Deye�tirhe ").
The Development lies entirely within the City's extraterritorial jurisdiction ("EV").
Owner intends the Development to be a master-planned community depicted for
informational purposes only on the attached Exhibit A.
B. On December 3, 2015, Owner, or its predecessor in title, petitioned the
City to obtain the City's consent to the creation of the.District of 741.99 acres within the
Development(the"Co rt sLcnt Pon" .
C. On December 3, 2015, Owner, or its predecessor in title, petitioned the
City requesting that certain commercial portions of the Development be annexed into the
corporate limits of the City for the limited purpose of allowing the City to impose a sales
and use tax.
D. The purposes of this Agreement are to set out the mutually agreeable
terms and conditions relating to the creation and operation of.the District, which are the
provisions under which the City has adopted its resolution consenting to the creation of
the District consistent with Section 42.042 of: the Local Government Code and Section
54.016 of the Water Code. It is an essential element of the granting of the City's consent
to the creation of the District that, after the District Confirmation Date, the District will
approve and execute this Agreement and become a Party to it.
Far North 700 acre MUD Consent Agreement clean version 120115.doe
E. On tat ,2015, pursuant t _ t sent Petition,the City
Council of the City adopted Resolution No. °{ ns�ti to the creation of the
District (the "Consent Resolution"),which Consent Resolution approved, and is subject
to,the terms and conditions of this 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
"Agr tent" means this Agreement Concerning Creation. and Operation of liar North
Fort Worth Municipal Utility District No. 1.
"Assign ' means a successor to Owner as defined in Section 1.4.10(b) of this
Agreement.
"A orney Gen_=='means the Attorney General of the State of Texas.
"Board"means the Board of Directors of the District.
"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 shalt include
obligations issued to refiind outstanding Bonds, but shall not include reimbursement
agreeanents entered into between the District and a developer of the Development or bond
anticipation notes.
'$ond 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 Agreement.
"CEA:Palk " ►Weans the City's "Policy for the Iustaflation of Community Facilities" as
amended March 20, 2001 (M&C G-13181)and in effect on the Effective Date, and any
amendments approved ailer the Effective Date.
"City"ineans the City of Fort Worth,Texas, a home rule municipality located in Tarrant,
Wise,Johnson,Parker and Denton Counties.
"City attorney"means the City Attorney of the City.
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"tgitty "ode"means the Code of the City of Fort Worth.
"City Council"means the City Council of the City.
"Citanx "means the City Manager of the City.
"City Obiection' means an objection by the City to a Bond issue as defined in Section
5.10 of this Agreement.
"City Review Fees" means: (a) the fees and charges applicable to the City's preliminary
and final plat review and approval process according to the fee schedule adopted by the
City Council and in effect on the date of submittal of each plat application; and (b) fees
and charges applicable to the review of plans relating to construction of Infrastructure
according to the fee schedule adopted by the City Council and in effect on the date of
submittal of such plans.
"City Se etary"means the City Secretary of the City.
"Consent Petition" means the petition dated December 3, 2015, submitted by Owner or
its predecessor in title to the City requesting the City's consent to the creation of the
District and to the Road Projects. _
"Consent Resolution" means the Resolution No._adopted . . _ S 2015,by
the City Council that approves this Agreement and contains the City's consent to the
creation of the District in accordance with the District Legislation, including, but not
limited to, consent for holding a confirmation election and undertaking the Road
Projects.
"fit tr Ifo ' means a person or entity that constructs, alters or repairs Infrastructure
required to serve the Development.
"Development"means that certain 741.99-acre tract located in Tarrant, Denton and Wise
Counties,Texas as shown on Exhibit A and described in Exhibit B. Upon annexation
of the Far North MUD Road Tract by the District in accordance with Article IX, the
Development shall mean the 741.99-acre tract shown on Exhibit to and described in
Exhibits B.
"Development Agmrnvnt" means the Development Agreement Between the City of
Fort Worth, Texas and Lackland Holdings, LLC, which the City and Owners agree to
reasonably negotiate and enter into within 30 days of the District Confirmation Date.
"Planning and evelotiment Director" means the Director of the City's Planning and
Development Department.
"District'means Far North Fort Worth Municipal Utility District No. 1,to be renamed in
accordance with Article X of this Agreement,created in the Development.
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"District Confirmation Date"means the date on which the Board canvasses the results of
the election held within the District confirming the creation of the District.
"ItlzgMye Date"means the date this Agreement is executed.
"ETJ"means the extraterritorial jurisdiction of a city as defined by the Local Government
Code, as amended, with the City's ETJ being an unincorporated area presently extending
five miles from the City's corporate limits, excluding other incorporated municipalities
and their respective ETJs.
"Finance Director'means the Director of the City's Finance Department.
"Goveming Retrtrlations" means the Subdivision Regulations and all City ordinances,
regulations,policies, manuals and other requirements relating to Infrastructure, including
without limitation the design, location, consimction, operation and maintenance thereof,
that are applicable within the City's corporate limits on the Effective Date. Further,
"Governing Regulations" includes all amendments to the foregoing requirements and all
new requirements relating to infrastructure that are adopted or approved after the
Effective Date,except any amendments from which the Development is exempt pursuant
to Chapter 245 ofthe Local Government Code.
"Far North MUD' means the proposed master-planned community containing
approximately 741..99 acres that may include residential, commercial and recreational
uses as generally depicted for informational purposes only on Exhibit A.
"Infrastructure" means all water,wastewater, drainage, roadway and other inh-astructure
improvements installed or constructed to serve the Development, whether located within
or outside the Development.
"Infrastructure lnsp2gj:ton Fees"means the fees applicable to the inspection and testing of
Infrastructure according to the fee schedule adopted by the City Council and in effect on
the date of the inspection.
"Local Goyetxunent Code"means the Texas Local Government Code,as amended.
"Notice"means notice as defined in Section 14.01 of this Agreement.
`�+ npf means Lacktand Holdings,LLC, and its successors and Assignees as permitted
by this Agreement.
"Party" means, individually, the City, Owner, or the District, their successors and their
Assignees as permitted by this Agreement.
"AUC"means the Public Utility Commission.
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F
"Road Projects" means the construction, acquisition, improvement, maintenance, and
operation of all paved roads and turnpikes and improvements in aid of such roads and
turnpikes located within the District and shown on any final plat approved by the City's
Plan Commission for the Development. j
"Strafe 'c Podnershin A r Ment" means the Strategic Partnership Agreement Between
the City of Fort Worth, Texas and the Far North Fort Worth Municipal Utility District
No. 1.
"Subdivision Regulations" means the City's Subdivision Ordinance No. 7234, the Plan
Commission Rules and Regulations in effect on the Effective Date and the CFA Policy,
and all amendments thereto and future versions of such regulations.
"TCEO"means the Texas Commission on Environmental Quality or its successor state
agency.
"Utility A Mnient" means the Utility Agreement of Far North Fort Worth Municipal
Utility District No. 1, relating to the provision of water and wastewater service to the
Development and the construction, ownership, operation and maintenance of water and
wastewater Infrastructure both inside and outside the Development, which the City and
the District agree to reasonably negotiate and enter into per the terms of Section 4.01 of
this Agreement.
"Water Code"means the Texas Water Code.
"Water Director"means the Director of the City's Water Department.
ARTICLE III
CITY CONSENTS
In accordance with the terms of this Agreement, the City consents to (a) the
creation of the District over the Development; (b) the District undertaking the Road
Projects;and, (c)the calling and holding of an election within the District to confirm the
creation of the District.
ARTICLE IV
EXECUTION OF AGREEMENTS i
4.01 DocumgD(s To Be Executed. Owner covenants and agrees to cause the
District to approve, execute and deliver this Agreement and the Utility Agreement to the
City within thirty(30)days after the District Confirmation Date and to approve, execute
and deliver the Strategic Partnership Agreement to the City within ninety(90) days after
the District Confirmation Date
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4.02 issuance of Bond . if the District fails to approve, execute and deliver to
the City any one or more of the agreements identified in Section 4.01 of this Agreement
within the time frames required by Section 4.01 and such failure is not cured within
fifteen (15) days after Notice from the City to Owner and the District, such failure shall
constitute a material breach of this Agreement by Owner and shall entitle the City to
prevent the issuance of Bonds until the failure has been cured.
4.03 Reimbursement. If Owner fails to cause the District to approve, execute
and deliver to the City any one or more of the agreements identified in Section 4.01 of
this Agreement within the time frames required by Section 4.01 and such failure is not
cured within fifteen (15) days after Notice from the City to Owner and the District, then
Owner shall not, from and after the date of such failure, enter into any agreements with
the District or seek reimbursement from the District for any expenses incurred in
connection with the District or development of the Development until the failure has been
cured.
4.04 Strategic Partqetshi AgLeepent. By this Agreement and the Consent
Resolution, the City has approved the form of the Strategic Partnership Agreement;
however, pursuant to Section 43.0751(e) of the Local Government Code, the City
Council is authorized to adopt the Strategic Partnership Agreement only after such
agreement has been adopted by the Board.
ARTICLE V
ISSUANCE OF BONDS AND CONSENT TO ROAD PROJECTS
5.01 'Issuance of Bonds. The District may issue Bonds only as permitted by
law and this Agreement.
5.02 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:
(i) provide a water supply for the District for municipal uses,
domestic uses and commercial purposes;
(ii) collect,transport,process,dispose of and control all domestic,
industrial,or communal wastes whether in fluid,solid,or
composite state;
(iii) gather,conduct,divert and control local storm water or other local
harruful excesses of water in the District;and
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(iv) undertake the Road Projects as set forth in Section 5.04.
(b) Payment of organization expenses, initial operation expenses, cost of
issuance, interest during construction and capitalized interest and any other k
expenses authorized by Section 49.155,Texas Water Code;and
(c) Refunding of any outstanding Bonds of the District for debt service savings;
provided, however, any such refunding Bonds otherwise satisfy the
requirements of this Agreement.
5.03 .Limitations on Bonds. Owner and the District acknowledge that but for
this Agreement, pursuant to Section 54.016 of the Water Code, the City's consent to
inclusion of the Development 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. _
5.04 oad ProjaqLs. Notwithstanding the restrictions otherwise permitted by
Section 54.016 of the Water Code(as referenced in Section 5.03 of this Agreement),the
City acknowledges that the District has the power to undertake the Road Projects in
accordance with the powers granted to the District by TCEQ at the time of creation and
Chapters 49 and 54, Texas Water Code, provided the City consents by ordinance or
resolution, and that such City consent was granted by the Consent Resolution, subject to
the terms of this Agreement. The City requires that the Road Projects must include:
providing access for the Development to US 287, construction of two lanes of the
roadway from US 287 to Sendera Ranch Blvd. at the time Owners can obtain 600
building permits,and two additional lanes to the roadway fi•om US 287 to Sendera Ranch
Blvd. at the time Owners can obtain 1,000 building permits (as depicted on Exhibit C).
This Agreement hereby authorizes and further consents to the District undertaking the
Road Projects serving the District and to the issuance by the District of Bonds for the
Road Projects; however, the District may issue Bonds only after the District becomes a
Party to this Agreement. 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 an amount approved by the TCEQ and the
Office of the Attorney General and which can he supported by a debt service tax rate not
to exceed $1.00 per $100 valuation (the "Bond Limit Amou t) unless specifically
approved by the City Council. Owner and the District acknowledge that the Bond Limit
Amount is sufficient to accomplish the purposes of the District and that Owner and the
District have voluntarily agreed to the Bond Limit Amount in consideration for the City's
consent to 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.
5.05 Bond R!Nuircments. 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 Agreement and laws applicable to
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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;
(b) Interest rate that does not exceed 2% above the highest average interest rate
reported by the Daily Bond Buyer in its weekly"20 Bond Index" during the
one month period immediately preceding the date that the notice of the sale
of such Bonds is given;
(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;
(d) Any refunding Bonds of the District must provide for a minimum of three
percent (3%)present value savings and, fiurther, must provide that the latest
maturity of the refunding Bonds may not extend beyond the latest maturity
of the refunded Bonds unless approved by the City Council;
(e) No Bonds shall be issued having an issuance date more than fifteen (15)
years after the District Confirmation Date without the City's written
approval;and
(f) No Bonds 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 estimates of taxable assessed valuation within the
District according to the appraisal districts of Tarrant, Denton and Wise
Counties.
5.06 Cdtiter ic4t of§. With respect to any matter required by this Article V to be
certified in writing, this 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,
5.07 Ewnomic F i ilit . Before submission of an application for approval of
issuance of Bonds to the TCEQ, PUC 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 issued within the then-current economic feasibility guidelines
established by the TCEQ or PUC for districts issuing bonds for water, sewer,drainage or
road facilities in Tarrant, Denton and Wise Counties.
5.08 Notic e ofBand Issues. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ, PUC or the Attorney
General, whichever occurs first, the District shall deliver to the City Secretary, City
8
Manager, and. Finance Director the certification required by Section 5.07 and Notice #
r
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 District tax rate after issuance of the Bonds. If the District is t
not required to obtain TCEQ or PUC 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 sixty (60) days prior to issuance of Bonds, except refunding
Bonds,by the District.
5.09 Cmpliance wi-b Agmments. At least thirty(30) days before submission
of an application for approval of issuance of Bonds to the TCEQ, PUC or the Attorney i
General, whichever occurs first,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, this Agreement, the Utility Agreement or the
Strategic Partnership Agreement. Material provisions include, but are not limited to,
Sections 4.01, 5.01, 5.02, 5.04, 5.05, 5.06, and 6.01 and Articles VII and IX of this
E
Agreement E.
5.10 Bond Objections. The City shall have a period of thirty (30) days after
receiving the last of the certifications and Notices required by Sections 5.08 and 5.09 of
this Agreement within which to object to the Bonds. If the City fails to object to a
proposed Bond issue within such 30-day period,the City shall be deemed to have waived
all objections. The only basis for an objection by the City to a proposed Bond issue shall
be that the District is in default of a material provision of the Consent Resolution, this
Agreement, the Utility Agreement, or the Strategic Partnership Agreement. If the City
objects to a proposed Bond issue (a "City. Objection"), such objection (a) shall be in
writing; (b)shall be given to the District; (c) shall be signed by the City Manager or the
City Manager's designee; and (d) shall specifically identify the material provision(s) of
the Consent Resolution, this Agreement, the Utility Agreement or the Strategic
Partnership Agreement for which the District is in default. It shall not be a basis for a
City Objection that the City disagrees with the District's financial advisor as to the
financial feasibility of the Bonds so long as the proposed Bonds have received all i
necessary approvals from the TCEQ, PUC or Attorney General. In the event a City
Objection is timely given to the District (as required by this section) with respect to a
specific Bond application, the City and the District shall cooperate to resolve the City
Objection within a reasonable time,and the Bond application to which the City Objection
applies shall be delayed until the City Objection has been cured or waived. Unless
otherwise cured by written agreement of the Parties, a City Objection shall be deemed
cured if(x)the District files a petition seeking declaratory judgment in state district court;
(y)thirty(30)days before filing the petition the District gives the City Attorney and City
Manager Notice of, and waives any objections to the City's right to intervene in, such a
declaratory judgment action;and(z)the district court determines that the District is not in
default with respect to any material provision of the Consent Resolution,this Agreement,
or the Strategic Partnership Agreement or, alternatively, finds that if such a default had
previously occurred, the default has been cured. A City Objection may be waived by the
City at any time.
9
5,11 (a . of L. t t cn,nt . 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 requests additional information regarding such issuance of the Bonds,
the District shall promptly provide such information at no cost to the City.
5.12 Rei bu cat A ee e
(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 evidenced by the issuance of Bonds within fifteen
(15) years after the District Confirmation Date, and (ii) the landowner or
developer waives all claims against the City for reimbursement of
obligations not evidenced by the issuance of Bonds Within fifteen (15)
years afiter the District Confirmation Date.
5.13 Usc of Cost Reimbursements r d D#k ' , If the District or
Owner receives payment from any Darty connecting to any Infrastructure constructed by
Owner or the District, pursuant to a "per acre" or "per MGD" ordinance or similar
regulation, the District or Owner, as applicable,shall use such payments in the following
order of priority:
(a) Reimbursement for the construction or installation of Infrastructure;
(b) Funding the construction or installation of Infrastructure;and
(c) Purchasing and retiring any Bond after the tenth anniversary of its
issuance.
ARTICLE)j
DESIGN,CONSTRUCTION,INSPECTION, DEDICATION,OPERATION
ANDMAINTENANCE OF DISTRICT FACILITIES
6.01 Infrastruci. rte_ 5 r s. All Infrastructure shall be designed and
constructed in compliance with: (a) the Governing Regulations; (b) the rules and
regulations,if any,of the District; and(c)the rules and regulations, if any, of the TCEQ
and PUC. In the event of any conflict between the Governing Regulations and the rules
10
and regulations of the District, the Governing Regulations shall control unless otherwise
agreed in writing by the Planning and Development Director.
6.02 Plan ReviewY Payment of r :s: n 41Pre-Construction Canferdnce.
Construction of Infrastructure shall not commence until the plans and specifications have
been reviewed and approved by the City for compliance with the Governing Regulations;
a pre-construction conference has been held by the Contractor, the District's engineer
and representatives of the City's Department of Engineering; and the applicable City
Review Fees have been paid.
6.03 Cornmunity Facilities Agreements. Construction of Infrastructure shall
not commence until Owner has executed a Communities Facilities Agreement in
accordance with the CFA Policy.
6.04 HpWrts; Inspecjjgps. The District, or Owner on behalf of the District,
shall employ a consulting engineer who will, during the construction of Infrastructure,
submit to the Board, PIJC and TCEQ's executive director detailed written reports
showing whether the Infrastructure is being constructed in accordance with plans and
specifications and the contractor is complying with ail contract documents. City
inspectors or third party inspectors pursuant to the City's third parry inspection process
shall inspect and test the infrastructure. The District, or Owner on behalf of the District,
shall pay all Infrastructure Inspection Fees.The City shall use its best efforts to cooperate
with the District's consulting engineer to prepare inspection reports in a form acceptable
to TCEQ and PUC. City, however, in no way guarantees that the Infrastructure will be
constructed in a manner acceptable to TCEQ/PUC or that TCEQ/PUC will approve the
issuance of Bonds.
6.05 Contracts with Contractors. If a Contractor is not an Owner, then the
Owner shall incorporate the requirements of this Article VI into a written construction
contract with the Contractor. All contracts with such non-Owner Contractors shall
provide that the City is a third-party beneficiary of, and may enforce the contracts
against,the Contractor.
6.06 Access by City Employees. Upon prior Notice by the City, any duly
authorized employee of the City bearing proper credentials and identification shall be
granted access to any property of the District within the Development as the City may
determine necessary for the purpose of inspection and testing of Infrastructure.
6.07 Dedication of Wpftr and w e Lnfra4metury.,and Easme-n-Uto Ci
The District will dedicate all water and wastewater Infrastructure constructed by or on
behalf of the District both inside and outside the District, together with all easements for
such Infrastructure, to the City upon final inspection and acceptance of such
Infrastructure by the City in accordance with the Utility.Agreement.
6.08 Operation and Maintenance of Infrastructaire. The District shall cause all
Infrastructure to be operated and maintained in accordance with the Governing
11
Regulations, except for water and wastewater infrastructure dedicated to the City
pursuant to Section 6.07 and the Utility Agreement, which shall be operated and
maintained by the City. Upon acceptance of Infrastructure dedicated to the City, the
City will operate and maintain the Infrastructure. if repairs to District road facilities are
needed as a result of repair or maintenance of water or wastewater Infrastructure by the
City, the District shall perform or shall cause to be performed such repairs at no cost to
the City.
6.09 As-Built Drawines. The District shall deliver mylar as-built drawings for
all.Infrastructure to the City's Transportation and Public Works Department within thirty
(30)days after final inspection.
ARTICLE VII
REPORTING REQUIREMEN'T'S
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 I3irector within thirty
(30) days after the District adopts the rate; (b) send a copy of each annual audit 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 federal
agency.
AR'T'ICLE VIu
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 often
(10) retail residential water connections outside the District with the Water Director's
written approval.
ARTICLE IX
CONVERSION,CONSOLIDATION, OR DIVISION
BY DISTRICT
The District shall not (a)convert into another type of district; (b)consolidate with
another district; (c) divide into two or more new districts; or (d) seek additional
governmental powers beyond those granted to the District by the TCEQ in the creation
process without prior City Council approval.
12
ARTICLE X
NAME CHANGE
If the District initiates proceedings to change the name of the District, it shall do
so in accordance with Section 49.071 of the Water Code or other applicable law.
ARTICLE XI
ANNEXATION OF DISTRICT BY CITY
i
11.01 General Terms. The Parties acknowledge and agree that the Development
lies wholly within the City's ETI; is not bordered by another city,town, or village;and is
not currently included in the City's annexation plan. The Parties further acknowledge
that the creation of the District, and the City's consent thereto, are for purposes that
include promoting the orderly development and extension of City services to the
Development upon annexation.
11.02 Incoi orati+ott. In furtherance of the purposes of this Agreement, the
District and Owner, on behalf of themselves and their respective successors and
Assignees, covenant and agree to the extent allowed by law that, except upon written
consent of the City Council,neither the District nor Owner will: (a) seek or support any
effort to incorporate the Development or any part thereof; or(b) sign,join in, associate
with,or direct to be signed any petition seeking to incorporate any of the Development or
seeking to include any of the Development within the boundaries of any other
incorporated entity.
11.03 Notice. Within thirty(30) days after the District Confirmation Date, the
District shall file in the real property records of Tarrant County: (a) a notice in the form
required by Section 49,452 of the Water Code;and(b)a notice in the form of Exhibit D
attached to this Agreement stating that the City has the authority to annex the District
subject to the limitations set forth in Section 11.05,
11.04 Annexatign of Portion of Development, Owner and the District agree to l
cooperate with and assist the City in annexing one or more areas in the manner prescribed
by law which does not result in the dissolution of the District, each of which may not
exceed 525 feet in width at its widest point or such other width limitation subsequently
imposed by law, as reasonably necessary for the City to connect areas to the City that are
outside the District and that the City intends to annex. Notwithstanding the zoning
designation approved for the annexed area, such area can be developed and used in
accordance with the Development Agreement.
11.05 .Full Purpose Annexation. The City will not annex the Development for
full purposes any earlier than the first to occur of(a) twenty(20)years after the Effective
Date; (b)the dissolution of the District(other than as a result of annexation by the City);
or(c)termination of the Development Agreement.
i
13
11.06 Limited PuMM Annexati.U. "I71e Patties agree that the City shall have
the right to annex those portions of the Development that are intended for retail
development for the sole and limited purpose for the City to impose its sales and use tax
within the boundaries of such retail areas, pursuant to Section 43.0751 of the Local
Government Code. The terms and conditions upon which such limited purpose
annexations may occur shall be set fnrth in the Strategic Partnership Agreement.
ARTICLE XII
TERM OF AGREEMENT
71iis Agreement shall be effective from the Effective Date and shall continue in
effect until the District is annexed for frill purposes and dissolved by the City or until
terminated in writing by mutual agreement of the City and the District; provided,
however, if the creation of the District has not been confirmed at an election conducted
on or before November 15, 2017, this Agreement may be terminated by the City by
providing Notice to Owner.
ARTICLE XIII
BREACH,NOTICE AND REMEDIES
13.01 Notification of Breaeh. If either Party commiLS a breach of this
Agreement, the non-breaching Patty shall give Notice to the breaching Party that
describes the breach in reasonable detail.
13.02 Cure of Breach. The breaching Parry shall commence curing such breach
within fourteen.(I4)calendar days atter the time the breaching Party receives such Notice
and complete the cure within fourteen (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 Patty 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.
13.03 Remedies for�3tch, If the breaching Patty 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 Agreement, law, or equity,
seek an action under the Uniform Declaratory Judgment Act, specific performance,
mandamus, injunctive relief, and other remedies described in this Agreement; provided,
however, that the non-breaching Party shall not be entitled to tenninate this Agreement
and each Party specifically waives any right such Party has or in the future may have to
terminate this Agreement (except for the right of the City to terminate as provided in
Article XII of this Agreement). It is understood and agreed that 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 raider or related to
this Agreement.
14
13.04 Governmental Powers, Waiver of lmmgu:nj. By execution of this
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 liability only as to any action brought by a Party to pursue the remedies available
under this 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 Agreement.
ARTICLE XIV
ADDITIONAL PROVISIONS
14.01 Notice. Any notices,certifications,approvals,or other communications(a
"Notice") required to be given by one Party to another under this 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;
(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; or (d) five business days after the Notice is sent by FAX (with electronic
confirmation by the sending FAX machine)with a confirming copy sent by United States
mail within 48 hours after the FAX is sent. If any date or period provided in this
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 Parties as provided in this section.
To o e City:
l
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: City Secretary
FAX: 817-392-6196
R
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: City Manager
FAX: 817-392-6134
{
15
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: Planning and Development Director
FAX: 817-392-8359
City of Fort Worth,Texas
1.000 Throckmorton Street
Fort Worth,Texas 76102
Attn: City Attorney
FAX: 817-392-8359
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: Finance Director
FAX: 817-392-8966
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn:Water Director
FAX'. 817-392-8195
City of Fort Worth,Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: Transportation/Public Works Director
FAX: 817-871-7895
To the District:
Far North Fort Worth Municipal Utility District No. 1
c/o: Don Allen
3045 Lackland Road
Font Worth,'Fexas 76116
FAX: 817-732-2291
"'o ww:
Lackland Holdings
3045 Lackland Road
Fort Worth,Texas 76116
16
14.02 No'Waiver. Any failure by a Party to insist upon strict performance by the
other Party of any material provision of this 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 Agreement. No provision of this
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 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.
14.03 Cijy Coscat and Approval. In any provision of this Agreement that
provides for the consent or approval of the City staff or City Council, such consent or
approval may be withheld or conditioned by the staff or City Council at its sole
discretion,except as provided in Section 5.10.
14.04 GGoverning Law and_Venue. THIS 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 AGREEMENT IS PERFORMABLE IN TARRANT,DENTON AND
WISE COUNTIES,TEXAS AND HEREBY SUBMIT TO THE JURISDICTION OF THE COURTS OF
TARRANT,DENTON AND WISE COUNTIES,TEXAS,AND HEREBY AGREE THAT ANY SUCH
COURTS SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE
ARISING HEREUNDER.
14.05 Authority to Execute. The City warrants that this Agreement has been
approved by the City Council 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 Agreement on behalf of the City has
been authorized to do so. Each Owner warrants that the execution of this Agreement is
duly authorized in conformity with the articles of incorporation, bylaws, partnership
agreement, or other applicable organizational documents of each Owner and that the
individual executing this Agreement on behalf of each Owner has been authorized to do
so. The District warrants that this 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 Agreement on behalf of the Board has been authorized to do so.
14.06 Seyera ilk. The provisions of this Agreement are severable. If any
word, phrase, clause, sentence, paragraph, section, or other provision of this 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 ftom the underlying intent of the
Parties as expressed in this Agreement,then such provision shall be deemed severed from
this Agreement with respect to such person, entity or circumstance, without invalidating
17
f
the remainder of this 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
severed provision which new provision shall,to the extent possible, accomplish the intent
of the Parties as evidenced by the severed provision.
14.07 Chango W State or Fetlemal Laws. If any state or federal law changes so
as to make it impossible for the City or the District to perform its obligations tinder this
Agreement, the Parties will cooperate to amend the Agreement in such a manner that is
most consistent with the original intent of the Agreement as legally possible.
14.08 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon the request of any other Party, execute
and/or exchange any other documents necessary to effectuate the terms of this Agreement
and perform any further acts or things as the other Party may reasonably request to
effectuate the terms of this Agreement.
14.09 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of the Agreement.
14.10 Assigmrt ent.
(a) Neither the District nor the City may assign this Agreement without the
written consent of the other. Parties.
(b) Owner has the right,from time to time,to assign this Agreement,in whole
or in part, and including any obligation, right, title, or interest of Owner under this
Agreement, to the District (after the District Confirmation .Date) and to any person or
entity (an " si nee") without the consent of the City, provided that the following
conditions are satisfied: (t) if not the District,Assignee is a successor owner of all or any
part of the Development or is a. lender to a successor owner of all or any part of the
Development; (2) if not the District, Assignee has a contractual right to be reimbursed for
water, sewer,or drainage improvements and/or the Road Projects From District Bonds(or
has a lien or other security interest in such reimbursements); (3) the assignment is in
writing executed by Owner and Assignee in the form of assignment attached as Exhibit
E; (4) Assignee expressly assumes in the assignment any assigned obligations and
expressly agrees in the assignment to observe, perform, and be bound by this Agreement
to the extent this Agreement relates to the obligations, rights,titles,or interests assigned;
and (5) a copy of the executed assignment is provided to all Parties within fifteen (15)
days after execution. Provided the foregoing conditions are satisfied, from and after the
date(lie assignment is executed by Owner and Assignee, the City agrees to look solely to
Assignee for the performance of all obligations assigned to Assignee and agrees that
Owner shall be released from performing the assigned obligations and from any liability
that results from the Assignee's failure to perform the assigned obligations. No
assignment by Owner shall release Owner from any liability that resulted from an act or
omission by Owner that occurred prior to the effective date of the assignment. Owner
shall maintain written records of all assignments made by Owner (including, for each
18
i
Assignee, the Notice information required by this Agreement, and including a copy of
each executed assignment) and, upon written request from any Party or Assignee, shall
provide a copy of such records to the requesting person or entity, It is specifically
intended that this Agreement, and all terms, conditions and covenants herein, shall
survive a transfer, conveyance, or assignment occasioned by the exercise of foreclosure
of lien rights by a creditor or a Party, whether judicial or non judicial. This Agreement
shall be binding upon and insure to the benefit of the Patties and their respective
successors and Assignees. Notwithstanding the foregoing, however, Owner shall not
have the right to assign this Agreement,or any right,title,or interest of Owner under this
Agreement, until the District has become a Party.
14.11 Amendment. This Agreement may be amended only with the written
consent of all Parties and with approval of the governing bodies of the City and the
District.
14.12 InLeMrctation. The Parties acknowledge that each party and, if it so ,
chooses, its counsel have reviewed and revised this Agreement and that the normal rule
of construction to the effect that any ambiguities are to he resolved against the drafting
party shall not be employed in the interpretation of this Agreement or any amendments or
exhibits hereto. As used in this Agreement, the term "including" means "including
without limitation" and the term "days" means calendar days, not business days.
Wherever required by 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.
14.13 No `third Party>3eneficiM. This Agreement is solely for the benefit of
the Parties, and neither the City, the District nor Owner intends by any provision of this
Agreement to create any rights in any third-party beneficiaries or to confer any benefit
upon or enforceable rights under this Agreement or otherwise upon anyone other than the
City,the District and Owner.
14.14 Reimbursement for City's Professional Fees. Owner will reimburse the
City for reasonable attorneys fees incurred by the City in connection with negotiation and
preparation of this Agreement, the Development Agreement, the Strategic Partnership
Agreement, agreements concerning the provision of water and wastewater service to the
Development, and any other documents executed by Owner, the District, and the City in
connection with the Development up to a maximum amount of $50,000. Owner's
obligation is limited to the actual, out-of-pocket costs and expenses paid to or owed to
third-parties for services rendered prior to the approval of this Agreement by the City
Council. Owner shall reimburse the City for such fees within thirty (30) days after this
Agreement has been executed by the City and Owner and'the City has delivered to
Owner an invoice for such fees setting forth in reasonable detail a description of the work
performed, including identification of the attorney who performed the work, the date on
which the work was performed,and the time spent on each date.
19
14.15 Inggrgoiation of Exhibits by,9eference. All exhibits attached to this
Agreement are incorporated into this Agreement by reference for the purposes set forth
herein,as follows:
Exhibit A Map of Far North.Font Wath MUD No. 1
Exhibit B Legal Description of the Development
Exhibit C Map of.Road Projects
Exhibit D Annexation Notice
Exhibit E Assignment and Assumption Agreement
14.16 Conspicuous PMyWons. The City, the District, and Owner acknowledge
that the provisions of this Agreement set out in bold, CAPITALS (or any combination
thereof)satisfy the requirements for the express negligence rule and/or are conspicuous.
14.17 Coutrter art Originals. This Agreement may be executed in multiple
counterparts,each of which shall be deemed to be an original.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its
undersigned duly authorized representative in multiple copies on the date or dates
indicated below.
ATTEST: -f`' CITY OF FORT WORTH
By2AH"44A-
ar , `'y Secretary Fernando Costa,Assistant City Manager
Date
. .
APPROVED AS TO FORM AN
LEGALITY: � � FO �
Assistant City Attorney
LACKLAND HOLDINGS,LLC
By:
Its: _ IAfW r , _�..
Date: .
20
I
q�
E
3
E
5
P
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me,on thel jdey of MI&rCL
201),by �erdgt vio e- of the City of Fort Worth,Texas on behalf of said city, i
f.SEAL] No Publid State of Texas
Printed
y Commission Expires: t V
April 17 20?9
STATE OF TEXAS §
COUNTY OF ' an A4 §
This instrument was acknowledged befiare me,on the'&,day of . .�
201&by Lackland Holdings, LLC,by J>n C= A110% r
Notary Public,Stateof-rem
[SEAL] Printed Name: jYIi6A6^
My Commission)moues:^1 11
oil
,,, : M{A4AM►tEG{!
lot tot
� ctObw 4$ 2(114
21
Pursuant to Article IV hereof and following the District Confirmation Date, the District
has executed the Agreement.
FAIL NORTH FORT WORTH MUNICIPAL
U'T'ILITY DISTRICT NO. 1 OF TARRANT AND
WISE COUNTIES
isi"dent!4, xar
By:
�. Vitt,Pof Directors
Date: [{
T
STATE OF TEXAS
COUNTY OF TARRANT §
This instrument was
# lged before me, on the day of
2017, by + �kNje�t, Board of Directors of Far North F&t Worth
Municipal U ' j District No.1 of Tarrant and Wise Counties,on behalf of said district,
r
pt!' 7e• M CHELLE JOY BRYAN
My Ndwy ID 01203052y /
,*14.2413 1 ` r
i
Notary Public,S at of Tex
[SEAL] Printed Name: l At llG �_�
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Exhibit D
STATE OF TEXAS
COUNTY OF TARRANT
NOTICE CONCERNING ANNEXATION AND SERVICES
The real property described in Exhibit A attached hereto and incorporated herein
is located in Far North Fort Worth Municipal Utility 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 District for fill purposes upon the earliest
to occur of
(1) Dissolution of the District;or
(2) .2030
For additional information concerning potential annexation of the District, contact
the City of Fort Worth Planning and Development Director.
FAR NORTH FORT WORTH MUNICIPAL
UTILITY DISTRICI'NO. I
or.
Norco ptirded..
26
s
STATE OF TEXAS §
§
COUNTY OF_ ._ _.._. _. §
This instrument was acknowledged before me,on the_day of
20___, by President, Board of Directors of
on behalf of said district.
Notary Public,State of Texas
[SEAL] Printed Name:
My Commission Expires:
After recording,return to:
Planning and Development Director
City of Fort Worth
1000 Throckmorton
Fort Worth,TX.76102
27
Exhibit A
(Notice)
28
Exhibit F
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment') is
made and entered into as of the day of. , between
a (.�Axsiattot,�
and , a
("Assi (Assignor and Assignee are hereinafter sometimes collectively referred to
as the"Parties"and singularly as a"Party').
1
RECITALS: i
A. Assignor is the owner of the rights of the Owner under that certain
"Agreement Concerning Creation and Operation of Far North Fort Worth Municipal
Utility District No. 1" (City Secretary Contract No. _ --_...a M & C - } (the
"A q a ')effective as of among , a
as"Owner",the City of Fort Worth, Texas, as the City, and the Far
North Fort Worth Municipal Utility District No. 1,as the District, relating to the creation
and operation of the District,to the extent that the Agreement covers, affects, and relates
to the lands described on Exhibit A attached to and made a part hereof of this j
Assignment for all purposes(the"Tr„asferred Premises").
B. Assignor desires to assign certain of its rights under the Agreement as it
relates to the Transferred Premises to Assignee, and Assignee desires to acquire such
rights, on and subject to the terms and conditions of this Assignment.
NOW,THF,REFORE, in consideration of the premises,the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, the Parties hereby agree and act as
follows:
1. edair pefined Terms. Unless indicated otherwise herein, capitalized
terms in this Assignment shall have the same respective meanings as are ascribed to them
in the Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor hereby assigns all [or describe specifically assigned rights if partial] of its
rights under the Agreement, insofar as the Agreement covers, affects, and relates to the
Transferred Premises.
3. Assumption. Assignee hereby assumes all obligations of Assignor and
any liability that may result from acts or omissions by Assignee under the Agreement as
it relates to the Transferred Premises that may arise or accrue from and after the effective
date of this Assignment. This Assignment does not release Assignor from any liability
29
that resulted from an act or omission by Assignor that occurred prior to the effective date
of this Assignment unless the City approves the release in writing.
4. Goyernine Law. TYIIS ASSIGNMENT MUST BE CONSTRUCb AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,AS THEY APPLY
TO CONTRAC'T'S PERFORMED WITHIN 'rim. STATE OF TEXAS AND WITHOUT RE,CARD TO
ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY.
5. Countergart/Facsimiie Execution, This Assignment has been prepared in
multiple counterparts,each of which shall constitute an original hereof, and the execution
of any one of such counterparts by any signatory shall have the same force and effect and
shall be binding upon such signatory to the same extent as if the same counterpart were
executed by all of the signatories. Facsimile copies of signatures may be appended
hereto with the same force and effect as legally delivered original signatures.
6. Notice
_+ !jX. A copy of this Assignment shall be provided to the City
within fifteen(15)days after execution.
7. Sinding Effect. This Assignment shall be binding upon and shall inure to
the benefit of Assignor and Assignees and their respective heirs,personal representatives,
successors, and assigns.
EXECUTED as of the day and year first above written.
ASSIGNOR:
C 1
Printed name:
Title: .~..��._
ASSIGNEE:
( i
By:__
Printed name:
30
i
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of
20_,by
Notary Public,State of Texas
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of
20___,by
Notary Public,State of Texas
[Add Acknowledgments]
31
Exhibit A
(Trans&rred Premises)
CERTIFICATE
THE STATE OF TEXAS §
COUNTIES OF TARRANT AND WISE §
I, the undersigned Secretary of the Board of Directors of FAR NORTH FORT
WORTH MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT AND WISE
COUNTIES, do hereby certify that the attached and foregoing is a true and correct copy
of the Petition For Consent To Annex Land Into FAR NORTH FORT WORTH
MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT AND WISE COUNTIES that
was filed with the Board of Directors of the District on this 27th day of June, 2017.
WITNESS MY HAND AND SEAL OF SAID DISTRICT on this 27th day of June,
2017.
Dift
��,� `I•• ' : FAR NORTH FORT WORTH MUD NO. 1 OF
�J;�• +••; TARRANT AND WISE COUNTIES
Se etary, of Directors
(SEAL)
665322
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved As Amended on 8/15/2017 - Resolution 4829-08-2017
DATE: Tuesday, August 15, 2017 REFERENCE NO.: **L-16059
LOG NAME: 0665030 FAR NORTH FW MUD #1 ANNEXATION AND AGREEMENTS
SUBJECT:
Adopt Resolution Consenting to the Addition of 13.745 Acres of Land to Far North Fort Worth Municipal
Utility District No. 1 and Authorize Execution of Utility and Infrastructure Agreement, Development
Agreement and First Amendment to Agreement Concerning Creation and Operation of Far North Fort
Worth Municipal Utility District No. 1 (ADJACENT to COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached resolution consenting to annexation of 13.745 acres of land by Far North Fort Worth
Municipal Utility District No. 1; and
2. Authorize the City Manager or a designee to execute the following agreements among the City of Fort
Worth, Northstar Ranch, LLC, and Far North Fort Worth Municipal Utility District No. 1 and take any
actions to carry out such Agreements: Development Agreement; Utility and Infrastructure Agreement; and
First Amendment to Agreement Concerning Creation and Operation of Far North Worth Municipal Utility
District No. 1.
DISCUSSION:
On December 15, 2015, the City Council adopted Resolution No. 4554-12-2015 granting consent to
creation of a 733.648-acre municipal utility district to be known as Far North Fort Worth Municipal Utility
District No. 1 of Tarrant and Wise Counties (District). The City Council with City Secretary Contract No.
47559 also authorized execution of Agreement Concerning Creation and Operation of Far North Fort
Worth Municipal Utility District No. 1 among the City of Fort Worth and Lackland Holdings, LLC, (Creation
and Operation Agreement). The Creation and Operation Agreement required the District to enter into a
Utility Agreement and the owner of land within the District to enter into a Development Agreement with the
City after creation and confirmation of the District.
During the process for creation of the District by the Texas Commission on Environmental Quality, it was
determined that Denton County records reflect that approximately 13.745 acres of land proposed to be
included in the District were not in Denton County. The City Council adopted Resolution No. 4652-06-2916
on June 28, 2016 revising Resolution No. 4554-12-2015 to adjust the boundaries of the District by deleting
the 13.745 acres (Exhibit A). The City Council also approved an amendment to the Creation and
Operation Agreement to reflect the reduction of the land area in the District. Such amendment has not
been finalized and signed by the parties and the District is now requesting to re-annex the 13.745 acre
tract.
The District was created by order of the Texas Commission on Environmental Quality dated January 20,
2017 encompassing 719.903 acres. The adoption of the attached resolution will serve as the City's
consent to the annexation of the aforementioned 13.745-acre tract by the District, resulting in a 733.648-
Logname: 0665030 FAR NORTH FW MUD #1 ANNEXATION AND AGREEMENTS Page I of 3
acre district as originally consented to by the City Council.
The District was granted road powers by the Texas Legislature by House Bill 4331 on May 20, 2017 to
implement the roadway construction as agreed upon in the Utility and Infrastructure Agreement. Owner
and District shall complete two lanes of Northstar Parkway from U.S. 81/287 to Sendera Ranch Boulevard
before the City issues a building permit for the 600th single-family residence within the development.
Owner and District shall complete the remaining two lanes of Northstar Parkway from US 18/287 to
Sendera Ranch Boulevard before the City issues a building permit for the 1,000th single-family residence
within the development. If the phased construction of the property significantly deviates from the approved
preliminary plat, then the Transportation and Public Works Department may require the Owner to update
the Traffic Impact Analysis and may require additional mitigation and/or amendment to the construction
deadlines to accommodate the additional traffic impacts caused by the proposed deviations.
In accordance with the Creation and Operation Agreement, the District and Northstar Ranch LLC, an
affiliate of Lackland Holdings, LLC, and the current owner of all land within the District, have negotiated
the Utility and Infrastructure Agreement and the Development Agreement with the City. The Development
Agreement provides standards for development of the land within the District, as authorized by Section
212.172 of the Texas Local Government Code. The Utility and Infrastructure Agreement sets out utility
fees and standards for design and construction of water, sewer and drainage infrastructure and roads to
serve land within the District. The First Amendment to the Creation and Operation Agreement corrects the
acreage and name of the District and extends certain dates for issuance of bonds by the District and
annexation by the City of land within the District, in order to be consistent with the Development
Agreement.
As a condition to consenting to the annexation of additional property and requested amendments to the
Creation and Operation Agreement, the current owner and the District agreed that the District shall levy a
total ad valorem tax rate (including its debt service tax rate and maintenance and operation tax rate) of no
less than $1.00 per $100.00 assessed valuation through the life of the District. This requirement will be
reflected in the amended Creation and Operation Agreement of the District as well as the Development
and Utility Agreements as applicable. The City will receive the revenue generated from the tax surplus
upon annexation.
The Strategic Partnership Agreement for limited-purpose annexation will come forward for the City
Council's consideration once the statutorily required public hearings have been scheduled. The property
is located in the City's extraterritorial jurisdiction adjacent to COUNCIL DISTRICT 7.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that approval of the resolution and Agreements will have no immediate
material effect on City funds. Any effect on expenditures and revenues will be budgeted in future fiscal
years.
FUND IDENTIFIERS (FIDs):
TO
Fundi Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year (ChartPield 2)
FROM
__ j
Fund' Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year tfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Logname: 0665030 FAR NORTH FW MUD 41 ANNEXATION AND AGREEMENTS Page 2 of 3
Originating Department Head: Randle Harwood (6101)
Additional Information Contact: Mary Elliott (7844)
Logname: 0665030 FAR NORTH FW MUD 41 ANNEXATION AND AGREEMENTS Page 3 of 3
Far North Fort Worth Municipal Utility District No. 1 Exhibit A
Addition of Approx. 13.745 Acres
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FORT WORTH.
L--�County Boundaries -Municinal Litility Distr' N
Fort Worth ETJ O Far North Fort WorthL Planning&Development Department
MUD No.1 750 1,500 3,000 Feet 07191201'
I t I t I
-•
COPYRIGHT LA CRY IS FORT NORTH UNAUTHORIZED GRAPHICAL
ROUEN ISA VIOLATION OF
Adjacent City APPLICABLE CAWS.THIS DATA IS TO ENBE USED FOR A PRODUCED
REPRESENTATION ONLY
Subject Property THEACCURACY IS REGIS BE TAKEN/USED AS OATHPRODUCEDFOR ENGINEERING
FO
1 p y 1:24.D00 PURPOSES OR BYA REGISTERED PROFESSIONAL LAND SURVEYOR.THE CRY OF FORT WORTH
_ -(approx.13.745 acres) ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF SAID DATA.