HomeMy WebLinkAboutContract 51134 CITY SECRETARY
CONTRACT NO.,
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
THE CITY OF FORT WORTH, TEXAS AND
FAR NORTH FORT WORTH MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT
AND WISE COUNTIES
STATE OF TEXAS §
COUNTY OF TARRANT §
This Strategic Partnership Agreement (this "Agreement') is entered into by the City of
Fort Worth, a home-rule municipal corporation situated in Parker, Tarrant, Denton, Johnson and
Wise Counties, Texas (the �Wy% acting by and through its duly authorized Assistant City
Manager, and Far North Fort Worth Municipal Utility District No. 1 of Warrant and Wise
Counties (the "District"), acting by and through its duly authorized Board of Directors, under the
authority of Section 43.0751 of the Texas Local Government Code.
RECITALS
A. Local Government Code, Section 43.0751 (the "Act") authorizes the City and a
municipal utility district to enter into a strategic partnership agreement by mutual consent.
B. This Agreement provides for the limited purpose annexation by the City of
certain tracts of land that have been or may in the future be designated for commercial use for
the purpose of collecting Sales and Use Tax Revenues within such commercial tracts.
C. Pursuant to this Agreement the City will pay to the District an amount equal to a
portion of such Sales and Use Tax Revenues, which may be used to fund the installation and
construction of Infrastructure and for other purposes in accordance with this Agreement.
D. The District and the City acknowledge that this Agreement provides benefits to
each party, including revenue, services and regulatory benefits.
E. The District and the City acknowledge that this Agreement does not require the
District to provide revenue to the City solely for the purpose of obtaining an agreement with the
City to forgo annexation of the District.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are acknowledged, the District and the City agree as follows:
ARTICLE I
FINDINGS
A. The District is a municipal utility district created by order of the Texas
Commission on Environmental Quality dated January 12, 2017, encompassing at creation
�p approximately 719.903 acres of land, and, following an annexation of 13.75 acres, now
`encompasses approximately 733.648 acres in the City's on in Tarrant,
cruor J "'90, OFFICIAL RECORD
Cry;Fo l�
Amended Strategic Partnership Agreement—Tradition MUD No. 1 CITY SECRETARYPage 1
FT.WORTIi,TX
Wise, and Denton Counties, Texas, as depicted on Exhibit A and described in Exhibit B (the
"Pro a ").
B. The District and the City entered into that certain Agreement Concerning
Creation and Operation of Far North Fort Worth Municipal Utility District No. 1, as amended
by the First Amendment, effective October 12, 2017 (City Secretary Contract No. 47559 and
47559-A1) providing for, among other requirements, execution of a Strategic Partnership
Agreement.
C. Northstar Ranch, LLC, the owner of the Property, and the City entered into that
certain Development Agreement dated October 12, 2017 governing development of the
Property, as amended by the First Amendment, dated August 7, 2018 (City Secretary Contract
No. 49783 and 49783-A1), (the "Development Agreement").
D. The City and the District desire to enter into this -Agreement providing for
limited purpose annexation of the portions of the Property within which commercial uses may
occur for the purpose of collecting Sales and Use Tax Revenues within the annexed areas in
accordance with the Act and for the sharing of Saes and Use Tax Revenues between the City
and the District.
E. The District provided notice of two public hearings concerning the adoption of
this Agreement, in accordance with the procedural requirements of the Act.
F. The Board of Directors of the District conducted two public hearings regarding
this Agreement at which members of the public who wished to present testimony or evidence
regarding this Agreement were given the opportunity to do so, in accordance with the
procedural requirements of the Act on June 6, 2017 and June 27, 2017.
G. The Board of Directors of the District approved this Agreement on June 27,
2017, in open session at a meeting held in accordance with Chapter 551 of the Government
Code.
H. The City provided notice of two public hearings concerning the adoption of this
Agreement, in accordance with the procedural requirements of the Act.
I. The City Council conducted two public hearings regarding this Agreement, at
which members of the public who wished to present testimony or evidence regarding this
Agreement were given the opportunity to do so, in accordance with the procedural requirements
of the Act on August 7, 2018, at 7:00 p.m., at the City Council Chambers and on August 14.
2018, at 7:00 p.m., at the City Council Chambers.
J. The City Council approved this Agreement on August 14, 2018, in open session
at a meeting held in accordance with Chapter 551 of the Government Code (M& C L-16135),
which approval occurred after the Board of Directors of the District approved this Agreement.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 2
K. All procedural requirements imposed by law for the adoption of this Agreement
have been met.
L. In accordance with the requirements of Subsection (p)(2) of the Act, this
Agreement provides benefits to the City and the District, including revenue, services, and
regulatory benefits which are reasonable and equitable with regard to the benefits provided to
the other.
ARTICLE II
DEFINITIONS
Terms used in this Agreement shall have the following meanings:
"Act"means the Texas Local Government Code, Section 43.075 1,and any amendments thereto.
"Additional Commercial Property" means any property within the District Boundaries
designated for commercial use, other than the Original Commercial Property.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or other
instrument evidencing a proportionate interest in payments, due to be paid by the District, or
(b)any other type of obligation that (1) is issued or incurred by the District under the District's
borrowing power, without regard to whether it is subject to annual appropriation, and (2) is
represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding bonds but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"City Share" means the City's share of Sales and Use Tax Revenues as defined by Section 4.02
of this Agreement.
"Commercial Property" means approximately 18 acres of the Property on which commercial
uses are permitted pursuant to the Development Agreement, depicted on Exhibit A and
described in Exhibit C.
"Comptroller'means the Comptroller of Public Accounts of the State of Texas.
"Development Agreement"means the Development Agreement between the City of Fort Worth,
Texas and Northstar Ranch, LLC, for the Far North Fort Worth Municipal Utility District No. 1,
effective October 12, 2017, as amended by the First Amendment, dated August 7, 2018 (City
Secretary Contract No.49783 and 49783-A1).
"District Boundaries"means the boundaries of the tracts totaling 733.648 acres of land as shown
on Exhibit A and described on Exhibit B.
"District Share" means the District's share of Sales and Use Tax Revenues as defined by
Section 4.02 of this Agreement.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 3
"Effective Date"means the date of adoption of this Agreement by the City.
"Finance Director"means the Director of the City's Finance Department.
"Infrastructure" means water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Property.
"Limited Purpose Annexation Period" means the period commencing on the first date on which
sales tax is collected within the Limited Purpose Property and ending upon disannexation or full
purpose annexation of such property.
"Limited Purpose Property" means the property in the District annexed by the City for limited
purposes pursuant to this Agreement, including the Original Commercial Property and any
Additional Commercial Property.
"Notice"means notice as defined in Section 7.01 of this Agreement.
"Owner" means Northstar Ranch, LLC, a Texas limited liability company, and its successors
and assigns.
means, individually, the City or the District, and their successors and assigns as
permitted by Section 7.10 of this Agreement.
"Prope ' means approximately 733.648 acres of land located in Denton County, Texas, as
shown on Exhibit A and described on Exhibit B.
"Sales and Use Tax Revenues"means those revenues received by the City from the sales and use
tax authorized to be imposed by the City on sales consummated at locations within the Limited
Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is not
otherwise controlled or regulated, in whole or in part, by another governmental entity, authority,
or applicable law, ordinance, rule, or regulation. Sales and Use Tax Revenues specifically
exclude those revenues received by the City from the Crime Control District Sales Tax imposed
by the City pursuant to Tax Code Section 323.105 and Local Government Code Section 363.055.
"Sales and Use Tax Account" means the account established pursuant to Section 4.03 in which
the District deposits the District Share.
ARTICLE III
ADOPTION OF AGREEMENT AND
LINUTED PURPOSE ANNEXATION OF PROPERTY
3.01 Public Hearings. The District and the City acknowledge and agree that prior to
the execution of this Agreement, the governing bodies of the District and the City have
conducted public hearings for the purpose of considering the adoption of this Agreement and that
such hearings were noticed and conducted in accordance with the terms of the Act, this
Agreement, Chapter 551 of the Government Code, and the City's charter.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 4
3.02 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective
on the date of adoption of this Agreement by the City.
3.03 Recording in Property Records. The City shall record this Agreement in the Real
Property Records of Tarrant, Wise and Denton Counties, Texas.
3.04 Limited Purpose Annexation. The District and the City agree that the City may
annex the Original Commercial Property and Additional Commercial Property, if any, for the
limited purpose of collecting Sales and Use Tax Revenues within such property, pursuant to
Subsection (k) of the Act. The District acknowledges that the City Council may adopt a limited
purpose annexation ordinance at a meeting conducted in accordance with Chapter 551 of the
Government Code and further acknowledges that no additional notices, hearings, or other
procedures are required by law in order to approve such limited purpose annexation.
3.05 Consent to Limited Purpose Annexation. THE DISTRICT ON BEHALF OF ITSELF
AND ALL PRESENT AND FUTURE OWNERS OF LAND WITHIN THE DISTRICT BOUNDARIES HEREBY
REQUESTS THAT THE CITY ANNEX THE ORIGINAL COMMERCIAL PROPERTY AND THE
ADDITIONAL COMMERCIAL PROPERTY,IF ANY, FOR LIMITED PURPOSES AS PROVIDED IN THIS
AGREEMENT. THE DISTRICT CONSENTS TO SUCH ANNEXATION AND TO THE COLLECTION OF
SALES AND USE TAX REVENUES BY THE CITY WITHIN THE LINUTED PURPOSE PROPERTY.
SUCH CONSENT SHALL BIND THE DISTRICT AND EACH OWNER AND FUTURE OWNER OF LAND
WITHIN THE DISTRICT BOUNDARIES.
ARTICLE IV
TAXATION AND PROVISION OF SERVICES
4.01 Collection of Sales and Use Tax Revenues. The City may impose a sales and use
tax within the Limited Purpose Property pursuant to Subsection(k)of the Act. The sales and use
tax shall be imposed on all eligible commercial activities at the rate equal to the Sales and Use
Tax imposed by the City within its corporate boundaries or other rate allowed under future
amendments to Chapter 321 of the Tax Code and imposed by the City. Collection of the Sales
and Use Tax Revenues shall take effect on the date described in Section 321.102 of the Tax
Code.
4.02 Payment of Sales and Use Tax. In return for the benefits received by the City
pursuant to this Agreement, the City shall pay to the District an amount equal to 50% of the
Sales and Use Tax Revenues collected during the first nineteen(19)years of the Limited Purpose
Annexation Period and paid to the City as reflected in sales tax reports provided by the
Comptroller to the City. Further, during the nineteenth (19'') year of the Limited Purpose
Annexation Period, the City shall retain 50% of the payment otherwise due to the District, up to
a maximum of$300,000. The City shall use such funds in accordance with Section 4.04 of this
Agreement. Such payment shall be retained by the City in addition to the City's 50% share of the
Sales and Use Tax Revenues. Thereafter, the City shall pay to the District an amount equal to
25% of the Sales and Use Tax Revenues collected commencing on the first day of the twentieth
(20th) year of the Limited Purpose Annexation Period,and paid to the City as reflected in the
sales tax reports provided by the Comptroller to the City. All amounts payable to the District
pursuant to this Section 4.02 are hereafter referred to as the "District Share". The City shall pay
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 5
the District Share quarterly after the City receives the sales tax report reflecting such revenues
from the Comptroller. Any payment of the District Share not made within such 30-day period
shall bear interest calculated in accordance with Section 2251.025 of the Government Code. The
City shall retain all Sales and Use Tax Revenues that do not constitute the District Share (the
"City Share'). The City agrees to make reasonable efforts to obtain amended and supplemental
reports from the Comptroller to reflect, to the greatest extent practicable, all Sales and Use Tax
revenues generated with the boundaries of the District. Revenues resulting from such amended
and supplemental reports will be divided and paid as provided above. The District agrees that
should any overpayment of Sales and Use Tax be reported by the Comptroller to the City as a
sales tax reduction, such sales tax reduction shall be proportionally shared by the District in
accordance with the percentages provided above.
4.03 District Use of Sales and Use Tax Revenues. The District shall deposit the
District Share in a segregated interest-bearing account (the "Sales and Use Tax Account"). The
District shall use funds in the Sales and Use Tax Account in the following order of priority:
(a) Reimbursement for the construction or installation of Infrastructure;
(b) Funding the construction,acquisition or installation of Infrastructure;
(c) Funding for any purpose for which the District may legally expend funds
(including, but not limited to, such items as District bond debt service,
operational costs, and any contract tax obligations); provided, however,
the District shall not fund any such items if the District's ad valorem tax
rate is, or with such funding of any such items would be, less than 90% of
the City's ad valorem tax rate for the previous year; and
(d) Purchasing and retiring any Bond after the tenth anniversary of its
issuance.
4.04 City Use of Sales and Use Tax Revenues. The City may use the City Share for
any lawful purpose; provided, however, it is the City's intent to use the additional 25% share of
the Sales and Use Tax Revenues beginning on the first day of the twentieth (201i) year of the
Limited Purpose Annexation Period to defray the costs of providing municipal services to the
residents of the Property upon full purpose annexation. Further, pursuant to Section 4.02 of this
Agreement, the City shall retain up to $300,000 from the District's Share during the nineteenth
(190`)year of the Limited Purpose Annexation Period in order to defray the costs of maintaining
roads within the District upon full purpose annexation.
4.05 Delivery of Sales Tax Reports to District. The City shall include with each
payment of the District Share a condensed version of each sales tax report, containing only the
contents of the sales tax report relating to retail sales and retailers within the District, provided
by the Comptroller relating to Sales and Use Tax Revenues on a quarterly basis of the City's
receipt of such sales tax reports for that period.
4.06 Notification of Comptroller. The City shall send notice of this Agreement,
together with other required documentation, to the Comptroller in the manner provided by Tax
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 6
Code, Section 321.102, after the City Council annexes any portion of the Limited Purpose
Property for limited purposes.
4.07 Termination of Sales and Use Tax Sharing. Upon termination of this Agreement,
the City shall have no further financial obligation to the District pursuant to this Agreement, and
all Sales and Use Tax Revenues collected by the City from the Limited Purpose Property after
the termination date shall be retained by the City and may be used for any lawful purpose.
4.08 City's Maintenance of Records and District's Audit Rights. The District may
audit the Sales and Use Tax Revenues collected by the City to determine whether the District
Share has been paid to the District in accordance with this Agreement. The City shall provide
reasonable accommodations for the District to perform the audit. Any audit shall be made at the
District's sole expense and may be performed at any time during the City's regular business
hours on thirty (30) days Notice to the City. For purposes of any such audits, the City shall
maintain and make available to the District's representatives all books, records, documents and
other evidence of accounting procedures or practices in form sufficiently maintained to reflect
the amount of Sales and Use Tax Revenues received by the City from the Limited Purpose
Property. Notwithstanding the foregoing,however, if any audit conducted by the District reveals
that the District Share has been underpaid by more than two percent (20/o), the City shall
reimburse the District for the reasonable cost of the audit.
4.09 District's Maintenance of Records and City's Audit Rights. The City may audit
the Sales and Use Tax Account and the District's expenditures of the District Share to determine
whether the expenditures have been made by the District in accordance with Section 4.03 of this
Agreement. The District shall provide reasonable accommodations for the City to perform the
audit. Any audit shall be made at the City's sole expense and may be performed at any time
during the District's regular business hours on thirty (30) days Notice to the District. For
purposes of any such audits, the District shall maintain and make available to the City's
representatives all books, records, documents and other evidence of accounting procedures or
practices in form sufficiently maintained to reflect deposits to the Sales and Use Tax Account
and expenditures of the District Share. Notwithstanding the foregoing, however, if any audit
conducted by the City reveals that the District has not used the District Share in accordance with
Section 4.03, the District shall reimburse the City for the reasonable cost of the audit.
Furthermore, if such breach is not cured as provided by Article VI, the City may withhold
payments of future Sales and Use Tax Revenues in the amount of the improper expenditures.
ARTICLE V
TERM
This Agreement commences on the Effective Date and continues until the City annexes
the Property for full purposes (subject to the provisions of the Development Agreement). The
provisions of this Agreement relating to the collection of sales and use tax will automatically
terminate with regard to any portion of the Limited Purpose Property upon disannexation or full
purpose annexation of such property.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 7
ARTICLE VI
BREACH,NOTICE,AND REMEDIES
6.01 Notification of Breach. If either Party commits a breach of this Agreement, the
non-breaching Party shall give Notice to the breaching Party that describes the breach in
reasonable detail.
6.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after receipt of Notice of the breach and shall 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 fourteen(14) day
period, the non-breaching Party shall not bring any action so long as the breaching Party has
commenced to cure the default within such fourteen(14)day period and diligently completes the
work within a reasonable time without unreasonable cessation of the work.
6.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek any relief
available at law or in equity, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, specific performance, mandamus and injunctive relief; provided,
however, the non-breaching Party shall not be entitled to terminate this Agreement. The Parties
specifically waive any right that they have or in the future may have to terminate this Agreement.
Damages, if any, to which any non-breaching Party may be entitled shall be limited to actual
damages and shall not include special or consequential damages. In addition, the prevailing
party in any such action shall be entitled to reasonable attorney's fees and costs of litigation as
determined in a final,non-appealable order in a court of competent jurisdiction.
ARTICLE VII
ADDITIONAL PROVISIONS
7.01 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; or(c)when the Notice is delivered by
Federal Express, UPS, or another nationally recognized courier service with evidence of delivery
signed by any person at the delivery address. If any date or period provided in this Agreement
ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice
shall be extended to the first business day following the Saturday, Sunday, or legal holiday. For
the purpose of giving any Notice, the addresses of the Parties are set forth below. The Parties
may change the information set forth below by sending Notice of such changes to the other Party
as provided in this section.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 8
To the City:
City of Fort Worth,Texas
200 Texas Street
Fort Worth,Texas 76102
Attn: City Secretary
City of Fort Worth,Texas
200 Texas Street
Attn: City Manager
Fort Worth, Texas 76102
Attn: City Manager
City of Fort Worth,Texas
200 Texas Street
Attn: Finance Director
Fort Worth, Texas 76102
Attn: Finance Director
To the District:
Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise
Counties
Allen Boone Humphries Robinson LLP
Phoenix Tower
3200 Southwest Freeway, Suite 2600
Houston, Texas 77027
Attn: Lynne Humphries
7.02 Payments. The City shall forward payments of the District Share to the
bookkeeper of the District, unless otherwise notified by the District, at the address set out below
by regular U.S. Mail or other method of delivery mutually acceptable to the Parties:
Far North Fort Worth Municipal Utility District No. 1 of Tarrant and Wise
Counties
c/o: Kathi Dye &Associates,LLC
P.O. Box 863657
Plano, TX 75086-3657
Attn: Kathi Dye
7.03 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any 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 of the
provisions of this Agreement. No provision of this Agreement may be waived except by writing
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 9
signed by the Party waiving such provision. Any waiver shall be limited to the specific purpose
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.
7.04 Governing 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 COUNTY,TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF TARRANT COUNTY, TEXAS AND AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
7.05 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with the City's charter and Code of Ordinances and 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.
7.06 Entire Agreement; Severability. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements, whether oral or written, covering the
subject matter of this Agreement. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent
possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the
remainder of this Agreement shall remain in full force and effect and shall be interpreted to give
effect to the intent of the Parties.
7.07 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for the City or the District to perform its obligations under this Agreement,
the Parties will cooperate to amend this Agreement in such a manner that is most consistent with
the original intent of this Agreement as legally possible.
7.08 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon request of the other Party, execute and/or exchange
any other documents necessary to effectuate the terms of this Agreement and perform any further
acts as the other Party may reasonably request to effectuate the terms of this Agreement.
7.09 motions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
7.10 Assignability, Successors, and Assigns. This Agreement shall not be assignable
without the other Party's written consent. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective representatives, successors, and assigns.
7.11 Amendment. This Agreement may be amended only by written agreement with
approval of the governing bodies of the City and the District.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 10
7.12 Interpretation. 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 be 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 the context, the singular shall
include the plural, and the plural shall include the singular. Each defined term herein may be
used in its singular or plural form whether or not so defined.
7.13 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City
and the District, and neither the City nor the District intends by any provision of this Agreement
to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights
under this Agreement or otherwise upon anyone other than the City and the District.
7.14 Governmental Powers. By execution of this Agreement, neither the City nor the
District waives or surrenders any of its 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. Nothing in this Agreement is intended to delegate or impair the
performance by the City of its governmental functions, and the City waives any claim or defense
that any provision of this Agreement is unenforceable on the grounds that it constitutes an
impermissible delegation or impairment of the City's performance of its governmental functions.
7.15 Incorporation of Exhibits by Reference. 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 the Property and Commercial Property
Exhibit B Legal Description of the Property
Exhibit C Legal Description of Commercial Property
7.16 Conspicuous Provisions. The City and the District 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.
7.17 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
SIGNATURES APPEAR ON NEXT PAGE.
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 11
ATTEST: CITY OF FORT WORTH
Assistant City Manager
By:
�Jary' J. K s reity/Sec 17 ate Adopted:
a,
�D
APPROVED AS TO FORD%:�D :3:
LEGALITY:
. . ...............
Assistant City Attorney M&C
12 9 6:
STATE OF TEXAS §
COUNTY OF TARRANT §
This mistrument was acknowledged before me, on the�day of
C6VI
20 , by,Xe'�4� Assistant City Manager of the City of Fort Worth, as on behalf of
1
said city.-
MARIA S,SANCHEZ Nothry Public, State of Tex3
My Notai:ryilD#2256490 Printed Name: ft(ilA
6.i Expires December 19,2021 My Commission Expires: la
Pft
OFFICIAL RECORD
CITY SECRETARY
F WORTH,TX
T. ot
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 12
FAR NORTH FORT WORTH MUNICPAL UTILITY
DISTRICT NO. 1 OF TARR.ANT AND WISE
COUNTIES
By:
President,Board of Ditgr�l
Date: ��C
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, on the L5 day of 1 , 2016 ,
by t>V a v C Amc.crikesident, Board of Directors of Far North Fort Worth Allmicipal Utility
District No. 1 of Tarrant and Wise Counties, on behalf of said district.
Notary Public, State of Texas
Printed Name: Tr,-a. M . L�•�i S
My Commission Expires: to�lb�a�a
[SEAL
�.��""���, TINA MICHELLE LEWIS
��APPY'PGB��
:i:• �=Notary Public,State of Texas
�Nf. .o Comm.Expires 06-16-2021
'�;;FOFt���� Notary ID 125179889
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OFFICIAL RECORD
CITY 99CRETARY
!�'. sF6' ,TX
Strategic Partnership Agreement—Far North Fort Worth MUD No. 1 Page 13
Exhibit A
Map of the Property and Commercial Property
Exhibit A to Strategic Partnership Agreement
EXHIBIT 'A'
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388.869 AC
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MUNICIPAL UTILITY DISTRICT NO. 1 GRAPHIC SCALE IN FEET
11HI P E LOTO N
II I LAND SOLUTIONS
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Exhibit B
Legal Description of the Property
Exhibit B to Strategic Partnership Agreement Page 1
Exhibit'B'
Legal Description of Property
Far North►Fort Worth MUD 1
TRACT
:BEING a 388.869 acre tract of land in the. M. Ashton Survey, Abstract Number 8 T, the
M.Ashton Survey,Abstract Number 1 W, the.. M.L.P. & P. Railway Co. Survey, Abstract No.
1136:the Charles Fteisner Survey,,A.bstract No,310 T and the Charles Fleisher Survey,Abstract
No. $41 W, situated in Tarrant and Wise Counties, Texas, and being a portionof that certain
tract of land described in deed to Sarah Wilson, F..xee., recorded in: Volume 11888, Page 192,
County Retards, Tarrant County, Texas, and being further described in deed as Tract One,
recorded in Volume 9300, Page 516, Deed Records,.Tarrant County, Texas. The hearings for
this survey are based on the bearings as they appear in Volume,93%93Page 516,Deed Records,
Tarrant County,Texas.Said 388.869 acre tract being described by metes and bounds as follows:
BEGINNING at a Ya'iron rod with plastic cap stamped"RPLS,4818"set at the northwest corner
of Lot 21,,Block 6, The Highlands at Willow Springs, an addition to Tarrant County, Texas,
recorded in Cabinet A, Slide 61010, Plat Records, Tarrant County, Texas, and being in the
easterly right of way line of Fort Worth to Denver Burlington Railroad,a 100'right of way;
THENCE North 21033'15" West,with the said easterly rigbt of way line,a distance of 4378.56
Feet to a Ys"iron rod found at the northwest corner of said Tract One;
THENCE South 89'54'51" East, departing the said easterly right of way line, and continuing
along the north line of said Tract One, a distance of 1281.47 Feet to a AS" iron rod with plastic
cap stamped"RPLS 48181 set;
THENCE departing the said north line, and continuing over and across said Tract One,
the following,courses.and distances;
Southy 29':1.6,31" Fast, a distance of 1.807.13 Feet to a Yz" iron rod with plastic cap
stamped"RPLS 4818"set;
South 89°54'Si" Fust, a distance of 1683.01' Feet to a 'A" iron rod with plastic cap
stamped"BELS 4818'set,•'
North 0°09'54"East,a distance of 1084.55 Feet to a Y2 iron rod with plastic cap stamped
"RPLS 4818"set at the southeast corner ofthat certain tract of laird described in deed to
Jack W. Wilson Family Trust, recorded in Volume 11964, Page 683, Deed Records,
Tarrant County, Texas, and Sara H. Wilson Grantor Trust "A" and the Sara H: Wilson
Grantor Trust "B", recorded in County Clerks Instrument No. D205303748 Deed
Records,Tarrant County,Texas,
THENCE North 0'0211"West,:along the cast line of said Jack W Wilson Family Trust;& Sara
Wilson Grantor Trust tract, a distance of 490 A6 Feet to a W`iron rod with plastic cap stamped
"RPLS 4818"set in thenorth line of said Tract Qne;
THENCE South 89°54'51" East, with the north line of said Tract Due, a distance of 1724.50
Feet;
THENCE;departing said north tine and continuing over and across said Tract One, the following
courses and distances:
South 1°12'54"West,a distance of 1560.72 Feet;
South 87°56'55"East,a distance of 397.34 Feet to the east line of said Tract One;
THENCE South O°06'11„ West, along said east line„ a distance of 2108.60 Feet to an"V cut
set;
THENCE South 3V19'17"'West,a distance of 482.26`Feet to an`X"cut set in the centerline,of
Willow Springs:Road(Cou aty Road 41.09),a 120'public right of way;
THENCE North 89°38'41'West, departing said centerline,and continuing over and across said
Willow.Springs Road,passing at:a distance f 60.00 Feet the northeast comer of Block 5,cif said
The Highlands at Willow Springs Addition, and the west;rigbt of way =line of said Will
Springs Road, and continuing along the no line of said Block 5,for a total distance of 4066.95
Feet to the POINT OF BEGINNING and containing a computed area of 388.869 Acres,more or
less.
Compiled from field ties and record data on June 1,2016 by Whitfield-Hall Surveyors. A survey
exhibit of even survey date accompanies;tlus deseription
Johnny l?.>:,.Williams x'
Registered Professional Land Surveyor
Texas Registration Number 4.918
TBPI S Firm Reg,No. 10138500 Esta
TRACT 2
BEING a 47.266 acre tract of land in the M.Ashton Survey,Abstract Number 8,and the Chanes
Fleisher Survey,Abstract No.541,situated in Tarrant County,Texas,and being a portion of that
certain tract of land described in deed to Sarah Wilson, Exec.,recorded in Volume 11888,Page.
1.92,County Records,Tarrant County,Texas, and being further described in;deed as Tract Two,
recorded in Volume-6404,Page 638,Deed Records,Tarrant County,Tem.The bearings for this
survey ane based on the bearings as they appear in Volume; 9300, Page 516, Deed Records,
Tarrant County,Texas.Said 47.266 acre tract being described by metes and bounds,as follows:
BEGINNING at a%"iron and;found at the southeast corner of said Tract Two,at the northwest
corner of Lot 50,Block 4, Haslet Heights U an Addition to Tarrant County recorded in Cabinet
A,Slide 3468, Plat Records,Tarrant County,;Texas, and being in the westerly right of way line
of Fort Worth to Denver Burlington Railroad,a 100' right of way,and being in the south line of
the said Fleisner Survey;
THENCE North 0.2218"West,with the south.line of said Tract Two,and along the north line
of Said Block 4, a distance of 1521.47 Feet to'a K"iron rod set at the:southwest comer of said
Tract Two on the occupied east right-of-way line of Aston Bates Road, a-variable width public
sight of way;
THENCE North 9004'41." East, with the west line of said Tract Two, and along the said east
right"ofF way line, a distance of 2472.95 Feet to a'IM' iron rod with.plastic cap stamped"API.S
4818"set at the northwest corner of said Tract Two;
THENCE South 89'38'46"East,with,the north line of said Tract Two,_n distsuce of 161,61 Feet
to a %" iron rod with plastic cap stamped"RPLS 4818"set at the northeast c=ct of said Trott
Two,and being in the said westerly right of way line;
THENCE South 21'31'53"East, with the east line of said Tract Two,and said mesterly:right Qf
way line,a distance of 2641.87 Feet to the POINT OF BEGINNING;and containa'tng a.computed
area of 47.266 Acres,mon;or.less.
Compiled:from field flea and record.data on February 2, 2Q16 by W,f tField-Hsll Survepars. A
survey exh%it:of even survey date accompanies:tlnr.description,
Johnny D.I..Williams
Registered Professional Land Surveyor
Texas Registration NumbeT 4818
TBPLS Firm Reg.No.10138500
ai `
TRACT 3
BEING a 283.768 acre tract of land hr.the Charles Fleisner Survey, Abstract Number 310, the
T& P Railway. Company Survey, Abstract No. 1035 W, and, the T & P Railway Company
Survey,Abstract No. 1575 T, situated in Tarrant and Wise Counties,Texas, and being a portion
of that certain tract of land described in deed to. Sarah Wilson,Exec.: Recorded in Volume
1188%Page 1.92, Deed Records,Tarrant County,Texas. The hearings for this survey are based
on the bearings as they appear in Volume 9300,Page 516;Deed Records,Tarrant County,Texas.
Said 283.768 acre tract being described by metes and bounds as follows:
BEGINNING at a concrete monument found at the northeast:corner of Aston Meadows,Pbase it
an addition to Tarrant County,recordedin Cabinet A.Slide 6833,Plat Records;Tarrant County,
Texas, and-being on the occupied west right-of-way Tine of Aston Bates Road, an undedicated
public right of way with a fenced right of way of 60 feet;
THENCE Nordt $705655" West, alongt� :north five of said Aston 'Meado�s Pbase. I,'a
distance of..3079 92:Feet to a 1/2r- ron found at the.northwest cox7aer�said Aston llol�rs,
Phase One;.
THENCE South 1001'13" West, aloag:.the.west line of the said Aston Meadows Phase 14,, a
distance of 350.42 Feet to a bolt in stone found at the northeast corner of Haslet Heights Phase
M, an addition to Tarrant Count recorded in Cabinet .
_ y, A, Slide 3327, Plat,Records, Tarrant
County,Texas;
THENCE North 89°44'59"West, along the:north.line of the said Haslet Heights Phase.1% a
distance of 1354.54 Feet to a 518" iron rod found at the northwest corner of the said Haslet
Heights,Phase III,on the east right-of-way line of U.S. Highway 287&Highway 81, a variable
width right of way;
77JENCE coaitiou4 alongthe saideawst-d&--cif-way line the f+ollow4 cxt"and distattccs»
North.,1.3'0677.- West,a distance of 467.80.Feet to.a co mrefe TxDot Mmumont
North I.8°03'06".West,a distance of 1920 A6;.Peet to a 5/8"iron rod.found on the south
line of that certain,tract described in deed to Roberta L#ndsey;and further described in
section. three, as Fust tract, and recorded:in Volume 7093, Page 414, Deed Records,
Tarrant County, Testas, for the most westerly northwest corner of the herein described
TACE opatiuuing ala ag,the:srnutherly,and westerly.Tines of the said Roberta Lindsey tract the
following courses and distances:
South 89049.'5$" East,. alcmg'>tbe..:said south line and>genwtslly along a fence line, s
dtstam of 206758 Feet to a fence canner
North 0°0'1'.17".East,a distance of:16,14.83 Feet to a fence comer,
South 89036'38"East,a distance of 1330.65 Feet to a fence comer found on the occupied
west,right-of=way of;the said Aston Bates Road;
THENCE continuing along the said occupied west right-of-way ae the fallowing courses and
distances:
South 39055'.19"East,a distance of 340.66 Feet to a fence comer;
:South 3914544"East,a distance of 370.78 Feet to a fence corner,
South 36x55'41"East,a distance of 179,36 Feet to a fence comer,
South 32°39'49"East,a distance df 19017 Feet to a fence corner,
South 28007'34"East,a distance of 182.81 Feet to a fence corner;
South 25°19'38"East,a distance of 190:40 Feet to a fence corner,
South 21644'55"East,a distance of 272.59.Feet to a fence comer;
South.21°29'26"East,a distance of 1997.02 Feet to a fence corner,
South 15°29'09"East,a distance of 142.17 Feet to a fence corner;
South 10°43'28"East,a distance of 186.80 Feet to a fence comer,;
South 7055'll" East, a distance of 74.96 Feet to the PAINT OF BEGINNING, and.
containing a computed area of 283,768 Acres,more or less.
Compiled from field ties and record data on February 1, 2016 by Whitfield-Hall Surveyors. A,
survey Exhibit of even survey date accompanies this description,
Johnny D.L Williams
Registered Professional Land Surveyor .
.ANF{4
Texas Registration Number 4818 �x►E,�Y a .►�.�. ,w,
TBPLS Firm Reg,No 10138500 $
Tract 4
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.
August 28, 2017
Exhibit C
Legal Description of Commercial Property
46887.7
Exhibit'C'
Legal Description of Commercial Property
BEING a tract of land situated in the T. &P.R.R. Co. Survey, Abstract Number 1035,Wise
County, Texas, and being a portion of that tract of land described by deed to Northstar Ranch
LLC, (tract 3)recorded in Instrument Number D217014609, County Records, Tarrant County,
Texas, and being more particularly described by metes and bounds as follows:
BEGINNING at the northwest corner of said Northstar Ranch tract, being in the east right-of-
way line of US Business Highway 287;
THENCE S 89049'58"E, 721.93 feet departing said east line, with the north line of said
Northstar tract;
THENCE S 00°07'40"W, 164.30 feet;
THENCE N 89°52'20"W, 29.16 feet,to the beginning of a curve to the left;
THENCE with said curve to the left, an arc distance of 209.44 feet,through a central angle of
240°00'00",having a radius of 50.00 feet,the long chord which bears S 29052120"E, 86.60 feet,
to the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 52.08 feet,through a central angle of
59040'52", having a radius of 50.00 feet,the long chord which bears N 59058'06"E,49.76 feet;
THENCE S 00007'40"W, 438.72 feet,to the beginning of a curve to the left;
THENCE with said curve to the left, an arc distance of 531.93 feet, through a central angle of
32035'46", having a radius of 935.00 feet,the long chord which bears S 16'10'13"E, 524.79
feet;
THENCE S 32028'06"E, 180.25 feet;
THENCE S 57031'54"W, 30.24 feet, to the beginning of a curve to the right;
THENCE with said curve to the right, an arc distance of 288.10 feet,through a central angle of
14025'00", having a radius of 1145.00 feet,the long chord which bears S 64044'24"W,287.34
feet;
THENCE S 71056'54"W, 249.60 feet to the east right of way line of the aforementioned US
Business Highway 287;
THENCE N 18003'06"W, 1606.63 feet to the Point of Beginning and containing 844,377
square feet or 19.384 acres of land more or less.
AFTER RECORDING, RETURN TO:
Melinda Ramos
City Attorney's Office
City of Fort Worth
200 Texas Street
Fort Worth, Texas 76102
- 5
CERTIFICATE OF INTERESTED PARTIES FORM 1295
1 of 1
Complete Nos.1•a and 6 it there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-366723
northstar developmentLLC
Fort Worth,TX United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 06/11/2018
being filed.
Northstar developmentLLC Date AciplovA gecl 1
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
none provided
land
Nature of interest
4 Name of Interested P y City,State,Country(place of business) (check applicable)
Controlling Intermediary
Kim,Gill fort worth,TX United States X
5 Check only if there Is NO Interested Party. ❑
6 UNSWORN DECLARATION (,rte*
My name is 4&_,_T'I I , and my dale of birth is /Z—/r—C7
My address is 'tV& C&s'UAVZff%. GT" .IatQ-t"rwyX V..LII{ X, ?jj/�d SGS*- .
(street) (dty) (state) (zip code) (country)
1 declare under penalty of perjury that the for o'ng is true and correct. ,,,,�,.¢'''
Executed in County, State of Vh,9 .on the day of ,J140 L 20.Lf-- .
(month) (year)
e5:2w
Signature of authorized agent of contracting business entity
(Deciarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523