HomeMy WebLinkAboutContract 33595 CITY SECRETARY��� �
CONTRACT NO.
UTILITY AGREEMENT FOR HAYWIRE RANCH,PHASE 1
This Utility Agreement("Agreement') is entered into by the City of Fort Worth, Texas, a
home-rule municipal corporation situated in Tarrant, Denton and Wise Counties, Texas (the
acting by and through its duly authorized Assistant City Manager; W/J Haywire I LP, a
Texas limited partnership ("Owner"); and City of Fort Worth Municipal Utility District No. 2 of
Tarrant County, a municipal utility district created pursuant to Article XVI, Section 59, of the
Texas Constitution, Chapters 49 and 54 of the Texas Water Code, and the applicable Special
District Local Law (the "District"), which District will become a party to this Agreement in
accordance with the Consent Agreement, as defined below. The City, Owner and the District
are hereinafter sometimes referred to, individually, as"Party" and, collectively, as the"Parties".
RECITALS
A. Owner has represented to the City that Owner is the owner of approximately
264.483 acres in Tarrant County, Texas, as shown on Exhibit A and more particularly described
in Exhibit B attached to this Agreement (the "Development"). The Development lies entirely
within the City's extraterritorial jurisdiction ("LTJ"). Owner intends the Development to be the
first phase of an approximately 1,400-acre master-planned community known as "Haywire
Ranch" ("Haywire Ranch") depicted for informational purposes only on the attached Exhibit A.
B. The Texas Legislature approved the creation of City of Fort Worth Municipal
Utility District No. 2 of Tarrant County containing 259.098 acres within the Development by Act
of May 27, 2005, 79th Legislature, Regular Session, H.B. 3530, codified at TEX. SPECIAL
DISTRICTS CODE ANN. Chapter 8139, effective June 18, 2005 (the "District Legislation'), subject
to adoption of a resolution by the City consenting to creation of the District.
C. On May 30, 2006, the City Council of the City adopted Resolution No. 3359-05-
2006 consenting to creation of the District over the 259.098-acre tract described in the District
Legislation (the "Consent Resolution") and that certain "Agreement Concerning Creation and
Operation of City of Fort Worth Municipal Utility District No. 2 of Tarrant County" by and
among the City, the District and Owner (City Secretary Contract No. 33593, M & C C-21479)
(the"Consent Agreement").
D. Pursuant to the Consent Agreement, the District is required to annex a 5.461-acre
portion, more or less, of Haywire Ranch Road (the "Haywire Ranch Road Tract") shown on
Exhibit A and more particularly described in Exhibit C, whereupon the District will consist of
the entire 264.483-acre tract comprising the Development.
E. The Development is located in a rapidly growing area of the City's ETJ, and
development of the Development will impact the future character of the City.
F. On May 30, 2006, the City Council of the City approved that certain
Development Agreement Between the City of Fort Worth, Texas, and W/J Haywire I LP for
Haywire Ranch, Phase I (City Secretary Contract No. 33594, M & C C-21479) (the
"Development Agreement').
Utility Agreement
G. The Development is located in an area for which the City holds Certificate of
Convenience and Necessity ("CCN") No. 12311 issued by the Texas Commission on
Environmental Quality ("TCEQ")to provide retail water service.
H. No entity presently holds a CCN for wastewater service in the area that includes
the Development.
I. Owner and the District have requested that the City provide retail water and
wastewater service to customers within the Development.
J. Owner and the District have agreed to construct and dedicate to the City certain
Infrastructure to serve the Development.
K. The District will become a party to this Agreement after the confirmation of the
District in accordance with Section 4.01 of the Consent 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 I
GENERAL
1.01 Water and Wastewater Service; Termination of Agreement. The City will provide
retail water and wastewater service to customers within the Development for so long as the City
has the authority to provide such service. The City will provide such services at the rates
established by the City Council for service within the City's extraterritorial jurisdiction, as
amended from time to time.
1.02 Enforcement of Conservation Measures If the City rations the use of water
throughout its corporate limits, issues water conservation measures or restricts the use of water in
any way, such restrictions shall be equally enforceable within the Development. The City may
use any method available by law to enforce such restrictions. Further, the District shall enforce
such restrictions to the maximum extent permitted by law.
1.03 Water Wells. No water wells may be drilled within the Development, except
wells used to produce non-potable water for irrigation or similar type uses to serve parks or open
space.
1.04 On-Site Sewage Facilities. On-site sewage facilities are prohibited in the
Development.
1.05 Enforcement of Environmental Regulations. The City may use any method
available by law to enforce all City ordinances relating to water and wastewater within the
Development, including without limitation Chapter 35 of the City Code, "Water and Sewers"
and Chapter 12.5 of the City Code, "Environmental Protection and Compliance".
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1.06 Impact Fees, Tap or Service Connection Fees. Impact fees and tap or service
connection fees for water and wastewater service provided within the Development shall be the
same as if the services were provided within the City's corporate limits. No service shall be
rendered through any water or wastewater connection until such fees have been paid.
1.07 Collection of Tap Surcharize Fee. In addition to impact fees and tap or service
connection fees, the City will collect a tap surcharge fee of$200 from each retail water customer
in the Development for the purpose of reimbursing the City for a portion of the cost of upsizing
approximately 3,200 linear feet of a water line on Haywire Ranch Road from a 16-inch line to a
36-inch line, as shown in Exhibit D attached and incorporated herein. No service shall be
rendered through any water or wastewater connection until such fee has been paid for such
connection.
1.08 Water Treatment Plant. Owner shall pay to the City the Development's pro rata
share of the cost of acquisition of land for a future water treatment plant in the vicinity of the
Development in the amount of$30,000. Owner's pro rata share was calculated based on the
percentage of plant capacity which will be needed to serve the Development upon full
development. Owner shall make such payment to the City within thirty (30) days after receipt of
written Notice from the City requesting payment.
1.09 Annexation Notices to Customers. The City may place the following notice or a
substantially similar notice on water bills sent to customers within the District: "This service
address is inside the boundaries of a municipal utility district that may be annexed in the future
by the City of Fort Worth."
ARTICLE II
CONSTRUCTION AND DEDICATION
OF WATER AND WASTEWATER INFRASTRUCTURE
2.01 Infrastructure To Be Constructed by District. The District will construct or cause
to be constructed on its behalf the following water and wastewater infrastructure (collectively,
"Infrastructure") in the general locations shown on Exhibit D with the final alignments to be
determined by the City and the District:
(a) Approximately 8,100 linear feet of sewer main connecting the Development to the
existing Live Oak Creek trunk line. The District shall construct or cause to
constructed a 12-inch main, at a minimum, and shall construct up to a 24-inch main if
required by the City in accordance with Section 2.02;
(b) Approximately 6,700 linear feet of water main (the "Westside 4 Main") connecting
the Development to the 30-inch water line currently being constructed to serve Walsh
Ranch. The District shall construct or cause to be constructed an 8-inch main, at a
minimum, and shall construct up to a 16-inch main if required by the City in
accordance with Section 2.02;
(c) Approximately 7,400 linear feet of 16" water main (the "Westside 3 Main") from the
existing stub on White Settlement Road at the entrance to the Silver Ridge
subdivision west to Haywire Ranch Road;
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(d) Approximately 3,200 linear feet of water main along Haywire Ranch Road north
from the connection to the water main in White Settlement Road described in
subsection(c) above. The District shall construct or cause to be constructed a 16-inch
main, at a minimum, and shall construct up to a 36-inch main if required by the City
in accordance with Section 2.02; and
(e) All other water and wastewater Infrastructure within the Development necessary to
provide water and wastewater service to customers within the Development.
2.02 Upsizing of Infrastructure. The City reserves the right to require the District to
design and construct oversized infrastructure identified in Sections 2.02 (a), (b) and (d) in an
amount not to exceed $767,100. The City shall have the sole discretion to designate the
oversized infrastructure to be designed and constructed by the District and the schedule for such
design and construction; provided, however, the District's total cost for such oversizing shall not
exceed $445,500 in Phase I included in the first final plat for the Development and $321,600 in
subsequent phases of the Development. Consistent with the City's policies and current City
practice, the City will reimburse the District for the oversizing costs in excess of the amounts for
which the District is obligated pursuant to this section upon completion of construction by the
District and inspection and acceptance of such infrastructure by the City.
2.03 Recovery of Oversizing Costs by the District.. The City will cooperate with the
District's efforts to recover the District's cost of design and construction of oversized water and
sewer mains pursuant to Sections 2.01 (a), (b) and (d) and Section 2.02 from payments by
future users outside the District who desire to use such capacity, in accordance with"per acre" or
similar City ordinances. The City does not represent that the District will be eligible for such
cost recovery or that the District will be successful in recovering any portion of such costs.
2.04 Design and Construction of Infrastructure. All Infrastructure shall be designed
and constructed in accordance with City standards and inspected by the City in accordance with
Article VI of the Consent Agreement. Construction of Infrastructure shall not commence unless
Owner has executed one or more Community Facilities Agreements in accordance with the
City's Policy for the Installation of Community Facilities as amended March 20, 2001 (M & C
G-13181) and as further amended from time to time.
2.05 Easements and Rights-of-Way. All easements or rights-of-way required for the
installation of the Infrastructure will be granted or acquired by Owner or the District and
dedicated to the City, or jointly to the District and the City, in form and substance acceptable to
the City, at no cost to the City.
2.06 Dedication and Ownership of Infrastructure, Capacity. Upon approval and
acceptance of the Infrastructure by the City, the District shall convey legal title to the
Infrastructure to the City. Upon acceptance of the Infrastructure by the City, the District will
acquire a capacity interest in the Infrastructure in an amount equal to the capacity funded by or
on behalf of the District, which capacity interest shall be reserved for and available to provide
water and wastewater service to customers within the District, provided developr iew ur N��,
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In the event it is ever determined that the District is not authorized by law to convey legal
title to all or any portion of the Infrastructure to the City, title to such Infrastructure shall
automatically revert to the District. Thereafter, the City shall be entitled to utilize such
Infrastructure in accordance with the terms of this Agreement for a payment of$1.00 per year.
The District will immediately provide copies to the City of any correspondence, notices or other
documents concerning the District's authority to convey legal title to all or any portion of the
Infrastructure to the City.
2.07 Repair and Maintenance of Infrastructure and Roads. Upon dedication of
Infrastructure to the City, the City will operate and maintain the Infrastructure. If repairs to
roads within the District are needed as a result of repair or maintenance of the Infrastructure by
the City, the District shall perform such repairs at no cost to the City.
2.08 Commencement of Water and Wastewater Service. No service shall be rendered
through any water or wastewater connection in the Development unless the Owner and the
District are in full compliance with Sections 2.01 through 2.06.
2.09 Water Service for Future Phases. Owner acknowledges that development of
future phases of Haywire Ranch will require construction of a loop to provide water service to
the portion of Haywire Ranch in the Westside 3 Pressure Plane. The City and Owner will
negotiate Owner's participation in the design and construction of such loop at the time of
development of such future phases.
2.10 Wastewater Study for Future Phases. The City is putting Owner on notice that
prior to development of future phases of Haywire Ranch the City will require Owner to submit a
wastewater study for sewer service to such future phases, including a proposal for Owner's
participation in the cost of offsite facilities and costs associated with upsizing of lines or regional
lift stations.
ARTICLE III
OWNERSHIP,LIABILITY and INDEMNIFICATION
3.01 Liabilily and Ownership. Liability for damages relating to the Infrastructure shall
remain with Owner and the District until such Infrastructure is conveyed to and accepted by the
City.
3.02 Indemnity. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,OWNER
AND THE DISTRICT EACH AN"INDEMNIFYING PARTY")AGREE TO INDEMNIFY AND DEFEND THE
CITY AND ITS OFFICERS, ELECTED OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS,
CONSULTANTS, CONTRACTORS, SUCCESSORS AND ASSIGNS WITH REGARD TO ANY AND ALL
CLAIMS, LOSSES, DAMAGES, LIABILITIES, LIENS, FINES, SUITS, JUDGMENTS, ADMINISTRATIVE
PROCEEDINGS, REMEDIATION OR CORRECTIVE ACTION REQUIREMENTS, ENFORCEMENT
ACTIONS, AND ALL COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH (INCLUDING,
BUT NOT LIMITED TO, REASONABLE ATTORNEYS FEES, COSTS OF INVESTIGATION AND
EXPENSES, INCLUDING THOSE INCURRED BY THE CITY IN ENFORCING THIS INDEMNITY),
DIRECTLY OR INDIRECTLY ARISING OUT OF,CAUSED BY OR RESULTING FROM(IN WHOLE OR IN
PART) ANY BREACH OF THIS AGREEMENT BY SUCH INDEMNIFYING PARTY (COLLECTIVELY,
"LIABILITIES").
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ARTICLE IV
MISCELLANEOUS
4.01 Governing Law, Jurisdiction 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.
4.02 Notice. Any notices, certifications, approvals, or other communications required
to be given by one Party to another under this Agreement (a "Notice") 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 the City:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
FAX: 817-392-6196
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Manager
FAX: 817-392-6134
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102 „N, ,„1 AA ^o( rN ^o
Attn: Water Director
FAX: 817-392-2398 'v �� ' 1,�
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To the District:
City of Fort Worth Municipal Utility District No. 2
of Tarrant of County
c/o: Coats Rose
5420 LBJ Freeway, Suite 1300
Dallas, Texas 75240
Attn: Timothy G. Green
FAX: 972-982-8451
To Owner:
WJ Haywire I LP
c/o Wynne/Jackson, Inc.
600 North Pearl
Plaza of the Americas
Suite 650, South Tower
Dallas, Texas 75201
Attn: Christopher Jackson
FAX: 214-880-8709
4.03 Assignment.
(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 any
person or entity (an "Assignee") without the consent of the City, provided that the following
conditions are satisfied: (1) 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)the assignment is in
writing executed by Owner and Assignee in the form of assignment attached as Exhibit E; (3)
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 (4) 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 the 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 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
copy of such records to the requesting person or entity. It is specifically intended c;i
Agreement, and all terms, conditions and covenants herein, shall survive a transfer, co e
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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 inure to the benefit
of the Parties 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.
4.04 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.
4.05 No Waiver. Any failure by a Party to insist upon strict performance by any 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.
4.06 Severability. 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 from 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 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.
4.07 Authority. The Parties acknowledge that each Party has the authority to enter into
this Agreement pursuant to the laws of the State of Texas.
4.08 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.
4.09 Conspicuous Provisions. The Parties acknowledge that the provisions of this
Agreement that are set out in bold, CAPITALS (or any combination thereof) satisfy the
requirements for the express negligence rule and/or are conspicuous.
4.10 No Third Party Beneficiary. This Agreement is solely for the benefit of the
Parties, and no Party intends by any provision of this Agreement to create any rights in any third-
Utility Agreement Page 8
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.
4.11 Force Maieure. No Party shall be considered to be in default in the performance
of any of the obligations hereunder (other than obligations of either Party to pay costs and
expenses) if such failure of performance shall be due to an uncontrollable force beyond the
control of the Parties, including but not limited to, the failure of facilities, flood, earthquake,
tornado, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor
dispute, labor or material shortage, sabotage, or restraint by a court order or public authority,
which by the exercise of due diligence and foresight such Party could not have reasonably been
expected to avoid. Either Party rendered unable to fulfill any obligation by reason of an
uncontrollable force shall exercise due diligence to remove such inability with all reasonable
dispatch.
4.12 Breach, Notice and Remedies.
(a) Notification of Breach. If any 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.
(b) Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after the time the breaching Party receives such Notice and complete
the cure within 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 Party
has commenced to cure the default within such 14-day period and diligently completes the cure
within a reasonable time without unreasonable cessation of the work.
(c) 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 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 terminate this Agreement and each Party specifically waives any right
such Party has or in the future may have to terminate 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 under or related to this Agreement.
(d) Governmental Powers; Waiver of Immunity. 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 subsection. 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.
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4.13 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 Development
Exhibit B Legal Description of the Development
Exhibit C Legal Description of Haywire Ranch Road Tract
Exhibit D Map of Infrastructure
Exhibit E Form of Assignment
ATTEST: CITY OF FORT WORTH
Y-\ By. 6Z-
Marty Hendrix Marc Ott,Assistant City Manager
city 1-7
119G
NO M&C REQUIRED Date:
APPROVED AS TO FORM AND
LEGALITY:
S�d&'.- ��,e. o(-,
Assistant City ttorney
W/J HAYWIRE I LP,
a Texas limited partnership
By: W/J Haywire I Management LLC,
a Texas limited liability company,
its general partner
By: CLYDE JACKSON INTERESTS LP
By: Clyde Jackson GP L ,
Its Gener artner
By: r 4 1��IL4k
istopher . Ja so U
P
Date: 2
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Pursuant to Article IV of the Consent Agreement and following the District Confirmation Date,
the District has executed this Agreement.
CITY OF FORT WORTH MUNICIPAL
UTILITY DISTRICT NO. 2 OF TARRANT
COUNTY
By: _ �✓
President, and of Directors
Date: i os
Utility Agreement ,p Page 11
780366_4
Exhibit A
Map of the Development
Exhibit A to
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EXHIBIT "A"
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Exhibit B
Legal Description of the Development
BEING all that tract of land in Tarrant County, Texas, being all of the J.T. ALLEN SURVEY,
Abstract No. 67, and a portion of the C.E. NEWMAN SURVEY, Abstract NO. 1183, the W.K.
GANDY SURVEY, Abstract No. 1890, the F.W. SCHODEVERLING SURVEY, Abstract No.
1398, the C.E.P.I. MFG COMPANY SURVEY, Abstract No. 382, the T. & N.O. R.R.
COMPANY SURVEY, Abstract No. 1566, and the S.B. HOPKINS SURVEY,Abstract No. 672,
and being a portion of the 738.20 acre Tract of land conveyed to OBIE P. LEONARD, JR., R.W.
LEONARD, MARGERY ANN HODGES, and MARTHA JANE ANTHONY, by the deed
recorded in Volume 4897, Page 227 of the Deed Records of Tarrant County, Texas, and being
further described as follows:
BEGINNING at a P.K. nail set at the Southwest corner of the aforesaid 738.20 acre Tract of land
said point lying in the approximate center line of White Settlement Road, and also being the
Southeast corner of the Tract of land conveyed to J.J. DEARING AND BETSY JO DEARING
BROWDER by the deed recorded in Volume 8317, Page 475 of the Deed Records of Tarrant
County, Texas, and ROBERT DEARING BROWDER by the deed recorded in Volume 14336,
Page 556 of the Deed Records of Tarrant County, Texas;
THENCE North 00 degrees 00 minutes 45 seconds West, at 25.00 feet, passing a five-eighths
inch iron rod found in the North right-of-way line of White Settlement Road, in all 4703.06 feet,
along the West boundary line of said 738.20 acre Tract of land and the East boundary line of the
aforesaid J.J DEARING, BETSY JO DEARING, and ROBERT DEARING BROWDER
TRACT to a one-half inch iron rod set for corner;
THENCE North 89 degrees 59 minutes 15 seconds East, 163.32 feet, departing the West
boundary line of said 738.20 acre Tract to a one-half inch iron rod set for corner;
THENCE 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 18 degrees 50 minutes 45 seconds, chord bearing South 29 degrees 54 minutes 03
seconds East, 730.19 feet to a one-half inch iron rod set at the end of said curve;
THENCE South 39 degrees 19 minutes 25 seconds East, 1034.09 feet to a one-half inch iron rod
set for corner;
THENCE North 50 degrees 40 minutes 35 seconds East, 132.28 feet to a three-fourths inch iron
rod found at the inner L. corner of the East boundary line of the aforesaid 738.20 acre Tract, said
point being the Southwest corner of the Tract of land conveyed to JACK G. WILKINSON and
ELNA WILKINSON by the deeds recorded in Volume 5368, Page 844, and Page 847, Volume
5399, Page 91, and Page 94 of the Deeds Recorded in Tarrant County, Texas and to BRUCE
WILKINSON and CAROLYN WILKINSON FIERER recorded in Volume 7800, Page 2290 and
Page 2293 of the Deed Records of Tarrant County, Texas.
Exhibit B to
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THENCE North 89 degrees 53 minutes 04 seconds East, 1850.88 feet along the Northerly
boundary line of said 738.20 acre Tract and the South boundary line of the aforesaid JACK G.
WILKINSON AND ELNA WILKINSON, and BRUCE WILKINSON AND CAROLYN
WILKINSON FIERER Tract to a one-inch iron pipe found at an angle point in the East boundary
line of the aforesaid 738.20 acre Tract of land; said point being the Northwest comer of the Tract
of land conveyed to WESTPOINT INVESTORS LIMITED 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 INVESTORS LIMITED PARTNERSHIP and the East boundary line
of the aforesaid 738.20 acre Tract of land to a five-eighths inch iron rod found at the most
Easterly Southeast comer of the aforesaid 738.20 acre Tract of land, and an angle point in the
aforesaid WESTPOINT INVESTORS LIMITED PARTNERSHIP Tract;
THENCE South 89 degrees 37 minutes 12 seconds West, 2036.40 feet along the Northerly
boundary line of the aforesaid WESTPOINT INVESTORS LIMITED PARTNERSHIP Tract,
and the North boundary line of a Tract of land conveyed to GENE A. THOMPSON according to
the deed recorded in Volume 6429, Page 104 of the Deed 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 comer 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, III, 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 White
Settlement Road from which a five-eighths inch iron rod found lies North 00 degrees 28 minutes
56 seconds West, 25.00 feet;
THENCE North 75 degrees 57 minutes 38 seconds West, 1280.87 feet along the approximate
center line of White Settlement Road and the Southerly boundary line of the aforesaid 738.20
acre Tract of land to THE PLACE OF BEGINNING and containing 11,520,896 square feet or
264.483 acres of land.
Exhibit B to
Utility Agreement P6,1
Exhibit C
Legal Description of Haywire Ranch Road Tract
BEING all that tract of land in Tarrant County, Texas, being a portion of the C.E. NEWMAN
SURVEY, ABSTRACT No. 1183,the W.K. GANDY SURVEY, Abstract No. 1890, and being a
portion of the 738.20 acre Tract of land conveyed to OBIE P. LEONARD, JR., R.W.
LEONARD, MARGERY ANN HODGES, and MARTHA JANE ANTHONY, by the deed
recorded in Volume 4897, Page 227 of the Deed Records of Tarrant County, Texas, and being
further described as follows:
COMMENCING at a P.K. nail found at the Southwest corner of the aforesaid 738.20 acre Tract
of land said point lying in the approximate center line of White Settlement Road, and also being
the Southeast corner of the Tract of land conveyed to J.J. DEARING AND BETSY JO
DEARING BROWDER by the deed recorded in Volume 8317, Page 475 of the Deed Records of
Tarrant County, Texas, and ROBERT DEARING BROWDER by the deed recorded in Volume
14336, Page 556 of the Deed Records of Tarrant County, Texas;
THENCE North 00 degrees 00 minutes 45 seconds West, at 25.00 feet, passing a five-eighths
inch iron rod found in the North right-of-way line of White Settlement Road, in all a total of
4694.71 feet, along the West boundary line of said 738.20 acre Tract of land and the East
boundary line of the aforesaid J.J DEARING, BETSY JO DEARING, and ROBERT DEARING
BROWDER TRACT to a point for corner and the POINT OF BEGINNING of this tract of land;
THENCE North 00 degrees 00 minutes 45 seconds West, 8.35 feet along the West boundary line
of said 738.20 acre Tract of land and the East boundary line of the aforesaid J.J DEARING,
BETSY JO DEARING, and ROBERT DEARING BROWDER TRACT to a one-half inch iron
rod found for corner;
THENCE North 89 degrees 59 minutes 15 seconds East, 163.32 feet, departing the West
boundary line of said 738.20 acre Tract to a one-half inch iron rod found for corner;
THENCE North 69 degrees 31 minutes 20 seconds East, 120.00 feet to a one-half inch iron rod
found 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 18 degrees 50 minutes 45 seconds, chord bearing South 29 degrees 54 minutes 03
seconds East, 730.19 feet to a one-half inch iron rod found at the end of said curve;
THENCE South 39 degrees 19 minutes 25 seconds East, 1034.09 feet to a one-half inch iron rod
found for corner;
THENCE South 50 degrees 40 minutes 35 seconds West, 116.03 feet to a point for corner;
THENCE North 39 degrees 12 minutes 41 seconds West, 519.67 feet to a point for corner;
THENCE North 47 degrees 21 minutes 21 seconds West, 219.32 feet to a point for corner;
Exhibit C to
Utility Agreement Page 1
THENCE North 38 degrees 44 minutes 31 seconds West,420.12 feet to a point for corner;
THENCE North 30 degrees 58 minutes 26 seconds West, 394.46 feet to a point for corner;
THENCE North 25 degrees 07 minutes 55 seconds West,264.01 feet to a point for corner;
THENCE South 89 degrees 59 minutes 15 seconds West, 137.38 feet to the POINT OF
BEGINNING and containing 237,889 square feet or 5.461 acres of land.
Exhibit C to
Utility Agreement Page 2
Exhibit D
Map of Infrastructure
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Exhibit D to
Utility Agreement Pa 1
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Exhibit E
Form of Assignment
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT("Assignment") is made and
entered into as of the day of between
a ("Assignor"), and
a ("Assignee")
(Assignor and Assignee are hereinafter sometimes collectively referred to as the "Parties" and
singularly as a"Party").
RECITALS:
A. Assignor is the owner of the rights of the Owner under that certain "Utility
Agreement for Haywire Ranch Phase I" (City Secretary Contract No. 33595, M & C C-21479)
(the "Agreement") among W/J Haywire I, LP, a Texas limited partnership, as Owner,the City of
Fort Worth, Texas, and the City of Fort Worth Municipal Utility District No. 2 of Tarrant
County, relating to the providing of certain utility service, 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 Assignment for all purposes (the "Transferred 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, THEREFORE, 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. Certain Defined 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 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. Governina Law. THIS ASSIGNMENT MUST BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO CONTRACTS
Exhibit E to
Utility Agreement Page I
PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW
RULES OR PRINCIPLES TO THE CONTRARY.
5. Counterpart/Facsimile 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 to City. A copy of this Assignment shall be provided to the City within
fifteen(15)days after execution.
7. Binding 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:
I l
By:
Printed name:
Title:
ASSIGNEE:
[ 1
By:
Printed name:
Title:
Exhibit E to
Utility Agreement Page 2
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
200 by
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
200_,by
Notary Public, State of Texas
[Add Acknowledgments]
Exhibit E to
Utility Agreement Page 3
EXHIBIT A
(The Transferred Premises)
Exhibit A to
Assignment and Assumption Agreement Page 1
CERTIFICATE FOR RESOLUTION
REQUESTING APPROVAL OF CHANGE OF DISTRICT NAME
THE STATE OF TEXAS
COUNTY OF TARRANT
FORT WOR•TI I MUNICIPAL UTILITY DISTRICT NO. 2 OF"TARRANT COUNTY
We,the undersigned officers of the Board of Directors(the"Board")of City of Fort Worth Municipal Utility
District No.2 of Tarrant County(the"District"), hereby certify as follows:
1. The Board convened in special session,open to the public,on the 15th day of November,2006, at a
meeting place outside the District,and the roll was called of the members of the Board, to-wit:
Neal Morris - President
Amy May - Vice President
Brannon Hamblen - Secretary/Treasurer
All members of the Board were present except the following absentees: —'
thus constituting a quorum. Whereupon,among other business,the following was transacted at such meeting:
RESOLUTION REQUESTING APPROVAL OF CHANGE OF DISTRICT NAME
was duly introduced for the consideration of the Board. It was then duly moved and seconded that such Resolution be
adopted;and,after due discussion,such motion,carrying with it the adoption of said Resolution,prevailed and carried
by the following vote:
AYES: NOES:
2. A true,full,and correct copy of the aforesaid Resolution adopted at the meeting described in the above and
foregoing paragraph is attached to and follows this Certificate;such Resolution has been duly recorded in said Board's
minutes ofsuch meeting;the above and foregoing paragraph is a true,full,and correct excerpt from the Board's minutes
of such meeting pertaining to the adoption ofsuch Resolution;the persons named in the above and foregoing paragraph
are the duly chosen,qualified,and acting officers and members of the Board as indicated therein; each of the officers
and members of the Board was duly and sufficiently notified officially and personally,in advance of the time,place,and
purpose of such meeting and that such Resolution would be introduced and considered for adoption at such meeting and
each ofsuch officers and members consented,in advance,to the holding of such meeting for such purpose;such meeting
was open to the public,as required by law,and public notice of the time,place and purpose of such meeting was given
as required by V.T.C.A.,Government Code, Chapter 551,as amended.
SIGNED AND SEALED the 15th day of November,3006.
President, Board a
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005330.1 414.1A.CRAWFURULAI�
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RESOLUTION REQUESTING APPROVAL
OF CHANGE OF DISTRICT NAME
THE STATE OF TEXAS §
COUNTY OF TARRANT §
CITY OF FORT WORTH MUNICIPAL UTILITY DISTRICT §
NO. 2 OF TARRANT COUNTY
WHEREAS, City of Fort Worth Utility District No. 2 of Tarrant County(the "District") is
a municipal utility district operating pursuant to various provisions of the Texas Water Code,
including particularly, Chapter 49; and
WHEREAS,Texas Water Code,Section 49.071 allows a municipal utility district to change
its name upon petition to the Texas Commission on Environmental Quality (the "Commission");
provided the district provides reasonable grounds for such name change; and
WHEREAS, at the time the District was created,the name of the development in which the
District is located was unknown; however, the name of the development in which the District is
located is now known as"Haywire Ranch"; and
WHEREAS, the Board of Directors of the District believes that since the name of the
development in which the District is located is now known as "Live Oak Creek", it would be
misleading to the future residents of the District and other people dealing with the District to keep
the District's current name; and
WHEREAS, all of the land located within the boundaries of the District is located within
Tarrant County, Texas; and
WHEREAS, the Board of Directors of the District believes that it would be beneficial to
future residents of the District and other people dealing with the District to be able to identify the
name of the District with the county in which it lies,and with the development in which it is located,
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF CITY
OF FORT WORTH MUNICIPAL UTILITY DISTRICT NO. 2 OF TARRANT COUNTY THAT:
1. The District hereby requests that the Commission approve the District changing its
name from"City of Forth Worth Municipal Utility District No. 2 of Tarrant County"to"Live Oak
Creek Municipal Utility District No. 1 of Tarrant County."
005330.1/878414.1/LCRAWFORD 2
2. Upon the Commission approving such change of name,the District agrees to publish
notice of the name change in a newspaper of general circulation in the county in which the District
is located and to give notice of the name change by mail to all utility customers or permittees,if any.
PASSED, APPROVED, and ADOPTED this 15th day of November, 2006.
/s/ Neal Morris
ATTEST: President, Board of Directors
/s/ Brannon Hamblen
Secretary, Board of Directors
(DI
No
005330.1/878414.1/LCRAWFORD 3