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HomeMy WebLinkAboutContract 33593-A1 CITY SECRE'T'ARY CONTRACT N0. � f_ S FIRST AMENDMENT TO AGREEMENT CONCERNING CREATION AND OPERATION OF CITY OF FORT WORTH MUNICIPAL UTILITY DISTRICT NO. 2 OF TARRANT COUNTY This First Amendment to Agreement Concerning Creation and Operation of City of Fort Worth Municipal Utility District No. 2 of Tarrant County(this "First Amendment") is entered into among the City of Fort Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton, Johnson, Parker, and Wise Counties, Texas (the "CLAY'), acting by and through its duly authorized Assistant City Manager; 351 Development LLC, a Texas limited liability company, L. O. Haywire Investments, LP, a Texas limited partnership (collectively, "Owner"); and Live Oak Creek Municipal Utility District No. 1 of Tarrant County, formerly known as City of Fort Worth Municipal Utility District No. 2 of Tarrant County, a municipal utility district located within Tarrant County, Texas, created pursuant to Article XVI, Section 59, of the Texas Constitution, Chapters 49 and 54 of the Texas Water Code, and Chapter 8139, Special District Local Laws Code (the "District") (collectively, the "Parties"), effective upon execution of this First Amendment by all Parties (the "Effective Date"). RECITALS WHEREAS, the City, W/J Haywire I LP and Fort Worth Municipal Utility District No. 2 of Tarrant County entered into that certain Agreement Concerning Creation and Operation of City of Fort Worth Municipal Utility District No. 2 of Tarrant County effective August 21, 2006 (CSC No. 33593) (the "Agreement"); and WHEREAS, W/J Haywire I LP sold 133.138 acres of land in the District to L.O. Haywire, LP and 23.711 acres of land in the District to 351 Development, LLC on or about December 19, 2016, all of which is undeveloped or in the process of being developed; and WHEREAS, the remainder of the land in the District is owned by end-buyers of single- family homes; and WHEREAS, the development of the land within the District is now known as Live Oak Creek; and WHEREAS, the Parties wish to amend the Agreement to update certain information, to extend deadlines concerning issuance of Bonds and reimbursement of developers by the District, and to require the District to levy a specified ad valorem tax rate and establish a fund to assist the City in absorbing the costs of the District upon annexation, of all land within the District and dissolution of the District; NOW, THEREFORE, in consideration of the premises, mutual promises, covenants, obligations, and benefits herein contained, the City, Owner, and the District agree ' ows: ?_ 3 OFFICIAL RECO�tD . ' First Amendment to Creation Agreement—Page 1 CITY SECRETARY .` RECEIVE F FT WORTH, TX OCT 1 2 2017 Y o��oHn���:� � -— - , „;sFCRP_ 1. The definition of"Development Agreement"is hereby changed to: "Development Agreement" means the Development Agreement Between the City of Fort Worth and W/J Haywire I LP for Haywire Ranch (CSC No. 33594), as amended by that certain First Amendment to Development Agreement between the City and W/J Haywire I LP between City and Owner effective (CSC No. ). 2. Section 5.05(e) is amended to read as follows: No Bonds shall be issued having an issuance date after November 15, 2031, without the City's written approval; and 3. Section 5.12(b) is amended to read as follows: 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 on or before November 15, 2031; and (ii) the landowner or developer waives all claims against the City for reimbursement of obligations not evidenced by the issuance of Bonds on or before November 15, 2031. 4. A new section 5.14, "District Tax Rate; Establishment of Fund" is added, to read as follows: Beginning January I, 2018 and each year thereafter, 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 valuation. Monies collected through such tax shall be used to pay the debt service on the District's outstanding bonds, operating costs of the District, any other legally allowable costs of the District, and to establish a fund to assist the City in absorbing the costs of the District when it annexes all the land in the District and dissolves the District. 5. Within 30 days after the Effective Date, the District shall file an amended Annexation Notice in the form attached hereto as Exhibit A, in accordance with Section 11.03 of the Agreement. 6. The Notice addresses in Section 14.01 for the District and Owner are replaced in. their entirety as set out below and the address for the City is updated as follows: To the City: 200 Texas Street Fort Worth, TX 76102 First Amendment to Creation Agreement—Page 2 To the District: Live Oak Creek Municipal Utility District No. 1 of Tarrant County c/o Coats Rose 14755 Preston Road, Suite 600 Dallas, TX 75254 Attn: Mindy Koehne To the Owner: L. O. Haywire Investments, LP 2727 Routh Street Dallas, TX 75201 351 Development LLC 2727 Routh Street Dallas, TX 75201 7. Except as specifically amended in this First Amendment, the Agreement shall remain in full force and effect in accordance with its original terms and conditions. [The remainder of the page is intentionally left blank.] First Amendment to Creation Agreement—Page 3 IN WITNESS WHEREOF, each Party has caused this First Amendment to be executed by its undersigned duly authorized representative in multiple copies on the date or dates indicated below. ATTEST: CITY OF FORT WORTH t _ S fi— T � B Mary Kayser City Seer R � y Jay Chapa, Assistant City anager U = te: i XAS APPROVED AS TO FORNI AND LEGALITY: `Jma� 'N Assistant City Attorney STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the ay of &tkbI -J, 2017, by Jay Chapa, Assistant City Manager of the City of Fort Worth, Texas on behalf of said city. [S Notary Public, Sta�offeas MARIA S.SANCHEZ My Notary(D#2256490 �l Expires December 19,2021 printed Name: f t k< � n�� P ov 1 y� My Commission Expires: I�- OFFICIAL RECORD CITY SECRETARY First Amendment to Creation Agreement-Page 4 FT, WORTH, TX 351 DEVELOPMENT, LLC, a Texas limited liability company By: Bob Ladd, Manager Date: 2 % , r STATE OF TEXAS § COUNTY OF72,7;4,4,y § This instrument was acknowledged before me, on the day of_ ��v C , 2017, by Bob Ladd, Manager of 351 Development, LLC, a Texas limited liability co parry, on behalf of said limited liability company. otary P blic, State of Texas [SEAL] Printed Name: n 2 My Commission Expires: `•J1pw� MILDRED P A C H E C 0 (DOUGLAS) Notary Public,state of Texas sig= My commission Expires +•`' July 03, 2018 OFFICIAL RECORD First Amendment to Creation Agreement—Page 5 CITY SECRETARY FT WORTH, TX L.O. HAYWIRE INVESTMENTS L.P., a Texas limited liability partnership By: L.O. Haywire Investments GP LLC, a Texas limited liability company, Gener ner 7 L—",- By: Bob Ladd, Manager Date: G STATE OF TLY AS § COUNTY OF § This instrument was acknowledged before me, on the day of L , 2017, by Bob Ladd, Manager of L.O. Haywire Investments GP LLC, general partner L.O. Haywire Investments L.P., a Texas limited partnership, on behalf of said liRuted p nership. Notary Public, State of Texas [SEAL] / Printed Name: CJ �� My Commission Expires: ` I , 3`" iaa.P�'.,MILDRED PACHECO (DOUGLAS) Notary Public, State of Texas y My Commission Expires July 03, 2018 OFFICIAL RECORD First Amendment to Creation Agreement–Page 6CITy 3EC FRETARy 7'. WORTH,TX LIVE OAK CREEK MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT COUNTY B y: L, L.. President, Board of Directors Date: 7 1 -7 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the Lej[U day of , 2017, by �W rl(10f f 15 ,President, Board of Directors of (,l V L J�V-k CAJL�L Municipal Utility District No. 1 of Tarrant County, on behalf of said district. JJ,+flg! >Q.SN11 y pU '''s, Notary Public, State of Texas [SEAL] °o� Ud'C;••S' N 'm= Printed Name: SQ �J I U e- OF ' ?�! M Commission Expires: 2 O2 Ji+�9 Est1;A�� OFFICIAL RECORL) CITY SECRETARY " ItTH, 'I'�( First Amendment to Creation Agreement-Page 7 T. 006929.000001\4824-7848-3791.v 1 Exhibit A 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 Live Oak Creek Municipal Utility District No. 1 of Tarrant County, formerly known as City of Fort Worth Municipal Utility District No. 2 of Tarrant County (the "District"). The District is located wholly within the extraterritorial jurisdiction of the City of Fort Worth. The City of Fort Worth 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 full purposes upon the earlier to occur o£ (1) Dissolution of the District; or (2) November 15, 2031. For additional information concerning potential annexation of the District, contact the City of Fort Worth Planning and Development Director. LIVE OAK CREEK MUNICIPAL UTILITY DISTRICT NO. i OF TA,�RANT COUNTY By: -,�/'' President, Board of Director OFFICIAL RECORD CI'T'Y SECRETARY FT- WORFH£ TX Exhibit A to First Amendment to Creation Agreement— Page 1 006929.000001\4824-7848-3791.v 1 STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me, on the ]%day of , 2017, by_ Q I Mjgrt� President, Board of Directors of Live Oak Creek Municipal Utility District No. 1 of Tarrant County, on behalf of said district. �ia`a�tgttttttatie�,�a era SMITy M0 Notary Public, State of Texas Printed Name: Mel)SGS SM; M L, ICA- L) of Io�y My Commission Expires: L?-2-5- 20-20 A'•.,2115?.,":'Q �� 09 er2t5tt�0 OFFICIAL RECORD Exhibit A to First Amendment to Creation Agreement-Page 2 CITE` SECRETARY Ft. WORTH, 11'X 006929.000001\4824-7848-3791.v1 Exhibit A BEING all that tract of land in Tarrant Count}, Texas, being all of 'lie J.T. ALLEN SURVEV, Abstract \o. 67, and a portion of the C.E. NEWMAN SLRVEY, Abstract NO. 1183, the W.K. GA_'vDY SURVEY, Abstract No. 1890, the P.A . SCHODEVERLTING S[.`RVEY, Abstract 1`0. 1398, the C.E.P.I. MFG COMPANTY SURVEY, Abstract leo. 382, the T. & N.O. R.R. COMPANY SURVEY, Abstract leo. 1366, and The S.B. 110PKLN-S SURVEY, Abstract No. 672, and being a portion of the 738.20 acre Tract of land conveved to OBIS P_ LEONARD, JR., R.W. LEONARD, 14ZARGERY A\ HODGES, and N•1.ARTHA JANE AtiTHO 7', by the deed recorded in Volume 4897, Paee 237 of the Deed Records of Tarrant Country, Texas, and being further described as follows: BEGIN- ING at a P.K. nail set at the Southwest corner of the aforesaid 738.20 acre Tract of land said point Iying in the approximate center line of White Settlement Road, and also being the Southeast corner of the Tract of land conveyed to J.J. DEAR I G A2'�TD BETSY JO DEARI'vG BRO,sVDER by the deed recorded in,Volume 5317, Page 475 of the Deed Records of Tarrant County, Texas, and ROBERT DEARti`G 13RO�VDER by the deed recorded in Volume 14336, Page 556 of the Deed Records of Ta: ant County, Texas; Tl:NCE Borth 00 decrees 00 minutes 45 seconds gest, at 25.00 feet, passing a five- eighths inch iron rod found in the North right-of-way line of l'Y'hite Settlement Road, in all 47 03.06 feet, along the west boundary line of said 738.20 acre Tract of land and, the East boundary line of the aforesaid J.J DEARLNG, BETSY JO DEARING, and ROBERT DE.ARL'NG BROVV?�ER TRACT to a one-half inch iron rod set for corner, THENCE North 89 devees 59 minutes 15 seconds East, 163.32 fetit, departing the \Fest boundary line of said 738.20 acre T ract to a one-half inch iron rod set for comer, THEN-CE North 69 degrees 31 minutes 20 seconds East, 120.00 feet to a one-half inch iron rod set for corner lying in a curve to the left; THENCE Southeasterly, 733.50 feet, along said curve to the left having a radius of 2230.00 feet, center angle of IS degrees 50 minutes 45 seconds, chord bearing South 29 degrees 54 minutes 03 seconds East, 7')O. feet to a one-half inch iron rod set at the end of said curve; THF.NCF South 39 degrees 19 minutes 25 seconds East; 1034.09 feet to a one-half inch iron rod set for corner; TIIE_'C I' North 50 degrees 40 minutes 35 seconds East, 132.28 feet to a three-fourths inch iron rod hound at the inner L. corner of the East boundary Line of the aforesaid 7,8.20 acre Tract, said point beim the Southwest corner of the Tract of land conveved to JACK G. WILKINSON and EL\:A WILKLNSON b�, the deeds recorded in Volume 5368, Page 5-4, and Parc 547, Volume 5399, Page 91, and Pa-,,e 94 of the Deeds Recorded in Ta ant Count-, Texas and to BRUC.i 1 ,__K SOti and CARUI.Y't WILKINSON FIERER recorded in Volume 7800,Page 2290 and Page 2293 of the Deed Rc--cords of Tarrant County, Texas. THENCE North S9 degrees 53 minutes 04 seconds East, 1850.88 feet along the Northerly boundary line of said -1138.20 acre Tract and the South boundary line of the aforesaid JACK G. WILKINSON AND ELNA WILKINSON, and BRUCE 1j.'1"LKIN'SON AND CAROLYN WILKINSON F 1 R.ER Tract to a one-inch iron pipe found at an angle point in the East boundary line of tare aforesaid 738.20 acre T,:act of land; said point being the Northwest corner of the Tract of land conveyed to WESTPOINT INVESTORS LINMJl7]»D PARTNERSHIP recorded in the Deed Records of Tarrant County, .Texas under County Clerk's file number D204187877, THENCE South 00 degrees 29 minutes 40 seconds East, 3058.94 feet along the West boundary line of said WESTPOINT TENVESTORS LLkUTED PAR NERSHIP and the East boundary line of the aforesaid 738.20 acre Tract of land to afire-eighths inch iron rod found at the most Easterly Southeast corner of the aforesaid 738.20 acre Tract of land, and an angle point in the aforesaid WESTPOLNT INVESTORS LEMITED PART\ _RSHIP Tract; TTIENCE South 89 degrees 37 minutes 12 seconds West, 2036.40 feet along the '_northerly boundary line of the aforesaid WESTPOEN7 INVESTORS LEMITED PARTN-RSH.P Tract, and the North boundary line of a Tract of land conveyed to GENF A. T=IOMPSON according to the deed recorded inVolume 6429,Pave 104 of the Doed Records of Tarrant County, Texas, and the North boundary line of a Tract of land conveyed to ROBERT DEAN JOHNSON according to the deed recorded in. Volume 14336, Page 514 and 515, Volume 14208,Page 33, and Volume 14221,Page 114 of the Deeds Records of Tarrant County, Texas and the North boundary line of the Tract of land conveyed to HAROLD V. JOHNSON,, III,recorded in the Deed Records of Tarrant County, Texas, under County Clerk's file number D203289978, to a one-half inch iron rod set at the Northwest corner of the aforesaid HAROLD V. JOHNSON, III, Tract. Said point being an angle point in the boundary line of the aforesaid 738.20 acre Tract of land; THENCE South 00 degrees 28 minutes 56 seconds East, 638.10 feet along the West boundary line of the aforesaid HAROLD V. JOHNSON, 111, Tract and the East boundary line of said 738.20 acre Tract to a P.K. nail set in the approximate center line of the ` aforesaid 'NEte Settlement Road from which a five-elt liths inch iron rod found lies North 00 degrees 28 minutes 56 seconds West,25.00 feet-, THENC F Nor-11 75 degrees 57 minutes 38 seconds West, 1280.87 z along the approximate center Iine of ^.Mite Settlement.Road and the Southerly boundary line ofthe aforesaid 738?0 acre Traci of land to Ti PLACE OF 13-G1'�`NING and containing 11,520,896 square feet or_264.483 acres of lard. City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/12/2017 DATE: Tuesday, September 12, 2017 REFERENCE NO.: **L-16074 LOG NAME: 06AMEND LIVE OAK RANCH MUD DEVELOPMENT &CREATION AGREEMENTS SUBJECT: Authorize Execution of First Amendment to Development Agreement for Live Oak Ranch and First Amendment to Agreement Concerning Creation and Operation of Fort Worth Municipal Utility District No. 2 of Tarrant County so as to Extend the Terms of These Agreements to November 15, 2031 (ETJ NEAR COUNCIL DISTRICT 3) RECOMMENDATION: It is recommended that the City Council authorize the City Manager or a designee to execute the following agreements and take any actions to carry out such agreements: 1. First Amendment to Development Agreement for Live Oak Ranch; and 2. First Amendment to Agreement Concerning Creation and Operation of Fort Worth Municipal Utility District No. 2 of Tarrant County. DISCUSSION: Fort Worth Municipal Utility District No. 2 of Tarrant County (District) encompasses 265.02 acres of land on White Settlement Road in Fort Worth's extraterritorial jurisdiction. The District was created by special act of the Texas Legislature in 2005. The City Council adopted Resolution No. 3359-05-2996 consenting to creation of the District on May 30, 2006, consistent with legislation creating the district. The City Council also approved the Agreement Concerning Creation and Operation of City of Fort Worth Municipal Utility District No. 2 of Tarrant County City Secretary Contract(CSC No. 33593) and Development Agreement Between the City of Fort Worth, Texas and W/J Haywire I LP, for Haywire Ranch, Phase 1 (CSC No. 33594). Approximately 230 homes have been completed or are under construction within the District. The remaining developable land has been purchased from W/J Haywire I LP by 351 Development, LLC, and L.O. Haywire Investments LP. The development is now known as Live Oak Ranch. The 2006 Agreements established November 15, 2021 for the District to issue bonds for reimbursement of infrastructure costs. The District and the current owners have asked the City to extend the deadline to issue bonds and the term of the Development Agreement to November 15, 2031. Such extensions are consistent with extensions approved by the City Council for other districts in the City's extraterritorial jurisdiction. At the City's request, the District has agreed to levy an ad valorem tax rate of not less than $1.00 per$100.00 valuation, which funds will be used to pay District expenses and to establish a fund to assist the City in absorbing the costs of the District when the City annexes all land in the District and dissolves the District. The property is located in the City's extraterritorial jurisdiction adjacent to COUNCIL DISTRICT 3. 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 Fund Department ccount Project Program Activity Budget Reference# mount ID ID Year (Chartfield 2) Logname: 06AMEND LIVE OAK RANCH MUD DEVELOPMENT CREATION AGREEMENTS Page 1 of 2 FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Randle Harwood (6101) Additional Information Contact: Mary Elliott (7844) Logname: 06AMEND LIVE OAK RANCH MUD DEVELOPMENT CREATION AGREEMENTS Page 2 of 2 Live Oak Creek Ranch No. 1 Municipal Utility District - Approximately 265.02 Acres t�► r1':: �i•; 199 Marine(Greek Lake z Lake Wo UJ ------------- I 80 .: - l hey Lak . 37 183 'T E SET T�EMENT Live Oak Creek Ranch No. 1 Adjacent Cities -- Hk Special Districts County Boundaries Planning&Development Department ��R �---J 812412017 Fort Worth City Limit(Full Purpose) 1:12,000 Fort Worth City Limit(Limited Purpose) COPYRIGHT 2017 CITY OF FORT WORTH UNAUTHORIZED REPRO- DUCTION IS A VIOLATION OF APPLICABLE LAWS. THIS DATA IS TO Fort Worth ETJ 0 250 500 1,000 Feet BE USED FOR A GRAPHICAL REPRESENTATION ONLY. THE AC- CURACY IS NOT TO BE TAKEN/USED AS DATA PRODUCED FOR ENGINEERING PURPOSES OR BY A REGISTERED PROFESSIONAL LAND SURVEYOR. THE CITY OF FORT WORTH ASSUMES NO RE- SPONSIBILITY FOR THE ACCURACY OF SAID DATA.