HomeMy WebLinkAboutContract 35626-A1 (2) 4 MY SECRETAW
6 CONTRACT NO.
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c�( AMENDED STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
TIIE CITY OF FORT WORTH, TFXAS AND
TRADITION MUNICIPAL UTILITY DISTRICT NO. I OF DENTO N COUNTY
STATE OF TEXAS §
COUNTY OF DENTON §
This Amended Strategic Partnership Agreement (this '`.:lgreennent") is entered into by the
City of Dort Worth, a home-rule municipal corporation situated in Parker, Tarrant, Denton,
Johnson and Wise Counties, Texas (the "City"), acting by and through its duly authorized
Assistant City Manager, and Tradition Municipal Utility District No. I of Denton County (the
District"). acting by and through its duly authorized Board of Directors, under the authority of
Section 43.07�1 of the Texas Local Government Code.
RECITALS
A. The Texas Legislature approved the creation of the District (originally known as
Citv of Fort Worth Municipal Utility District No. I of Denton County) by Act of May 25, 2005,
79" legislature, Regular Session, Chapter 1330, codified as Special District Local Laws Code;,
Chapter 8129, effective September 1, 2005 containing approximately 431303 acres oil' land in
the City's extraterritorial jurisdiction depicted on Exhibit A and described in Exhibit B (the
"fro erty").
B. The City and the. District entered into a Strategic Partnership Agreemeni dated
July 26, 2007 ('.%4avor and Council Communication No. C-22258, City Secretary Contract No.
35626) recorded as document number 2007-125252 in the Denton County Real Poperty
Records (the --Uri,tnal Strategic Partnership Aureem rit") authorizing the City to annex
approximately 108.19 acres of property within the District for the sole and limited purpose of
assessing and collecting sales and use tax pursuant to Section 43.0751 of the local Government
Code, which property was annexed by the City for Iimited purposes on August 28, 2007, by
Ordinance No. 17735-08-2007.
C. The 108.19 acres annexed by the City for limited purposes was designated for
commercial development pursuant to the Development Agreement between the City and
:lperion Communities. LLLP, Lladio Properties, LLLP and Drooy Properties, LLLP dated f�
December 21, 2005 governing development of the Property (City, Secretary Contract No. I.�J
32897) (the "Orional Dcvels�pnncnt Agreement") �:
1). SLF IV — 114 Assemblage, L.P. ("SL h'"), the current owner of the Property, and
the City have entered into amended agreements concerning development of the Property,
including that certain Development Agreement dated January 12, 2016 (Nfayor and Council
Communication No. L-15853, City Secretary Contract No.gj ) which agreement supersedes
the Original Development Agreement (the "Development Agreement").
F. The Development Agreement allows commercial uses on approximately 47 acres
of the Property depicted on Exhibit A and described in Exhibit C (the. "Commercial Proc�"),
constituting-, a portion of' the property annexed by the City for limited purposes by Ordinance
Ar)nc d,:d Stri,c'ic Arcmw nl Tradition MUD No, i 1
OFFICIAL RECORD
CITY SECRETARY
FT. WORTHS TX
No. 17735-08-2007. The remainder of the 108.19 acres of land annexed by the City for limited
purposes is designated for residential development.
1'. The City and the District wish to enter into this Amended Strategic Partnership
Agreement to be consistent with the Development Agreement and other agreements entered into
between SLF, the District and the City concerning the Property.
G. The District and the City acknowledge that this Agreement provides benefits to
each party, including revenue, services and regulatory benefits.
it. The llistrict 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 "I'I ILRLI'ORE, 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 IT
FINDINGS
A. The City and the District desire to enter into this Agreement providing for
luatited 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 Subsection (k) of Section 43,0751 of the 'Texas Local Government Code (the
and for the sharing of Sales and Use Tax Revenues between the City and the District,
which agreement shall supersede the Original Strategic Partnership Agreement.
13. The District provided notice of two public hearings concerning the adoption of
this Agreement, in accordance with the procedural requirements of the Act.
C. The Board of Directors of the District conducted two public hearings regarding
this Agreement at whicli 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 November 17, 2015, at 12:00 p.m. and on December 1,
2015, at 12:00 p.m.
D. The Board of Directors of the District approved this Agreement on December 1,
2015, in open session at a meeting held in accordance with Chapter 551 of the Government
Code.
E. The City provided notice of two public hearings concerning the adoption of this
A trcerrient, in accordance with the procedural requirements of tile Act.
F. i'l.e City Council conducted two public hearings re<�arding this Agreement, at
which members of the public who wished to present testimony or evidence regarding. this
:Agrcernent were given the opportunity to do so, in accordance with the procedural requirements
of the Act on_Jkfte, ,_rj 20-j(a, at_ �. ( � .m., at the City Council
Amended Strate,ic Partnership Agreement—Tradition MUD No. I Page 2
Chambers and on �� 20_]Q, at -(�l .m., at the City Council
Charbers.
G. The City Council approved this Agreement on �40L � -- , 20
open session at a meeting held in accordance with Chapter 551 of the Government Code
(M & C _ C j __1 which approval occurred after the Board of Directors of the
District approved this Agreement.
11. All procedural requirements imposed by law for the adoption of this Agreement
have been met.
1. 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.
J. This Agreement supersedes the Original Strateoic Partnership Agreement.
ARTICLE II
DEFINITIONS
Tcrms used in this Agreement shall have the following meanings:
".act" means the Texas Local Government Code, Section 43.0751, and anv amendments thereto.
"Additional Commercial Property" means any portion of the Property which is permitted to be
developed for commercial uses pursuant to the Development Agreement, as amended from time
to time, in addition to the Commercial Property annexed by the Cite for limited purposes
pursuant to Ordinance No. 17335-08-2007 dated August 28, 2007.
"Band" 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 oh 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 tlne 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.
"C`ity Share" means the City's share of Sales and Use Tax Revenues as defined by Section 4.02
of this Agreement.
"Comznercial_ProDe ty" means approximately 47 acres ofthe Property on which commercial uses
are permitted pursuant to the Development Agreement, depicted on Exhibit A and described in
Exhibit C, constituting a portion of the property annexed by the City for limited purposes by
Ordinance No. 17735-08-2007.
Amended Strategic Partnership Agreement—Tradition MUD No. l Page 3
"Controller" means the Comptroller of Public Accounts oi'the State of Texas.
"Development Agreement" means the Development Agreement between the City of*Fort Worth,
Texas and SLP IV — 114 Assemblage, L.P. (City Secretary Contract No.
L-15853).
"District Boundaries" means the boundaries of the 431.303-acre tract as shown on Exhibit A anti
described on Exhibit 13.
`'District Share" rneans the District's share of Sales and Use `Tax Revenues as defined by
Section 4.02 of this Agreement.
"FATective Date" means the date of"adoption of this Agreement by the City.
"Finance, Director" means the Director of the City's finance Department.
"Limited Pur ose Annexation Period" rneans (a) for the property annexed by the City for
limited purposes pursuant to Ordinance No. 17735-08-2007, the period commencing on the
Effective Date and ending upon full purpose annexation of such property; and (b) for the
Additional Commercial Property, if any, annexed by the City for limited purposes alter the
Eflectivc Date, the period commencing upon the effective date of the limited purpose annexation
ordinance and ending upon full purpose annexation of such property.
"Liinited Purpose Property" means the portion of the Property annexed by the City for limited
purposes pursuant to this Agreement, consisting of the property annexed for limited purposes
pursuant to Ordinance No, 17735-08-2007 and .Additional Commercial Property, if' any,
annexed for limited purposes after the Effective Date.
-Notice_" means notice as defined in Section 7.01 of this Agreesncnt.
-0� ncr- nrcans SI-F IV — 114 Assemblage, L.P., a Texas limited partnership, its successors
and assigns.
"Part-" means, individually, the City or the District, and their successors and assigns as
permitted by Section 7.10 ol'this Agreement.
"Prc>pen.r" rneans approximately 431.303 acres of land located in Denton County, Texas, as
shown on Exhibit A and described on Exhibit B.
"Sales and_Use Tax Revenues" rneans those revenues received by the City from the sales and use
MX authorized to be unposed by the City on sales consummated at locations within the Limited
Purpose Property pursuant to the Act and Chapter 321 of the 'fax Code and whose use is not
othernvise 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.
Amended Strategic Partnership Agreement--TradiGon MUD No. 1 Page 4
"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
LIMITED 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 ofthis Agreement and that
such hcarin0 were noticed and conducted in accordance with the terms of the Act, this
Agrccme.nt, Chapter 551 of the Government Code, and the City's charter.
3.02 1`11eci've 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 Filinu, irj Property Records. The City shall record this :'Agreement in the Real
Property Records of Denton County, Texas.
3.04 Consent to I.irnited Purno The District consents to annexation by
the City of the Additional Commercial Property, if any, for the limited purpose of collecting
Sales and Use 'Fax Revenues within such property, pursuant to Subsection (k) of the Act, in
addition to the property annexed for limited purposes pursuant to Ordinance No. 17735-08-2007.
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
in order to approve such limited purpose annexation. The District consents to annexation of
:Additional Commercial Property that is not contiguous to the City`s corporate boundw-ies, in
accordance with Subsection (r) of the Act.
3.06 Consent to Limited_Puryose Annexation. TIIE Dls'rRIC:T ON BEHALF OF ITSELF
AND ALL PRESENT AND FUTURE OWNERS OF I.AND \V I THIN THE DIs,rmc-r BOUNDARIES IIEREBY
RE,QUES"TS THAT TIIE CITY ANNEX ADDITIONixi, CC)NINIF:RC"IAL PROPERTY, IF ANY, FOR
LIM[] ED PURPOSES AS PROVIDED IN THIS AGREEMENT. THE DISTRICT CONSENTS TO SUCH
ANNEXATION AND TO THE COLLECTION OF SALES AND USE TAx REVENUFS BY THE CITY
\\rr 1N TIIE LIMITED PURPOSE PROPERTY. SUCH CONSENT SHALL BIND TIIE DISTRICT AND
EACH OWNLR 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 % ithin 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 of one percent or other rate
allowed under future amendments to Chapter 321 of the Tax Code and imposed by the City.
Amended Strategic Partnership Agreement- Tradition MUD No, I Page 5
Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section
321.102 of the "Fax 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`t') 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 5300,000. 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. ']'hereafter, 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 Cite. All amounts payable to the District
pursuant to this Section 4.02 are hereafter referred to as the "District Share," The City shall pay
the District Share NN Ithin thirty ('30) days after the City receives the sales tax report reflectilag
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 'Fax Revenues that do not constitute
the District Share (the "City Share").
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 tends 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 iterns 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 %vould 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 Cite L se of Sales and Use "fax Revenues. The City may use the City Share for
any lawful purJ_)Ose; provided, however, it is the City's intent to use the additional 25% share of
the Sales and U,se Tax Revenues beginning on the first day of the twentieth (201h) 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 $300,000 from the District's Share during the nineteenth (19"i)
Amended Strategic Partnership Agreement— 1'radition MUD No. 1 Page 6
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 'I q2j Reports_ to District. The City shall include with each
payment of the District Share a condensed version of each sales tax report provided by the
Comptroller relating to Sales and Use Tax Revenues.
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
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 'fax 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 (2%), the City shall
reimburse the District for the reasonable cost of the audit.
4.09 District's Maintenance,of Records and Cit v'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
A�4,rcernent. 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. 1,'or
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 4.0 3, the District shall reimburse the City for the reasonable cost of the audit.
Furthermore, if such breach is not cured as provided by Article V1, the City may withhold
payments of I`uture Sales and U'sc 'fax Revenues in the amount of the improper expenditures.
:Amended Strategic Partnership Agreement—Tradition MUD No. t Page 7
ARTICLE V
TERIM
This Agreement commences on the Effective Date and continues until the City annexes
the Property for lull 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 disarvtexation or full
purpose annexation of'such property.
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 _urc of'Breach. The breaching Party shall commence curing such breach wvithin
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 Pernedies for Breach. Ifs 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
spccif icrtlly wvaive any right that they have or in the future may have to terminate this Agreement.
Daniages, if' any, to which any non-breaching Party may be entitled shall be limited to actual
darnaues 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 Pam 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
Amended Slratc,ic Partnership Agreement—Trtdiiion MUD No. ! 'a,yc 8
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, Sundae, 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.
To the Citv:
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
Attn: City Manager
Fort Worth, Texas 76102
Attn: City Manager-
FAX: 817-392-6134
City of fort Worth, Texas
1000 Throckmorton Street
Attn: Finance Director
Fort Worth,Tcxas 76102
Attn: Finance I}irector
FAX: 817-392-8966
To the District:
Tradition Municipal Utility District No. 1 of Denton County
c/o: Coats Rose
14755 Preston Road, Suite 600
Dallas 75254
Attn: Angela Stepherson
FAX: 972-982-8451
7.02 Payments. The City shall forward payments ofthe District Share to the. District at
the address set out in Section 7.01 by regular U.S. Mail or other method of delivery mutually
acceptable to the Parties.
7.03 No Waiver. Any failure by a Pam, to insist upon strict performance by the other
Party of any provision of this Agreement shall not be deemed a ,valver 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
Amended Strategic Partnership A reiement—"Tradition MUD No. 1 Page 9
signed by the Pam' %vaiving such provision. Any waiver shall be limited to the specific purpose
for which it is 4given. 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 Ciovernino Law and Venue. THIS .AGREEMENT MOST 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 ACKNOWI.,EDGE
THAT TEAS AGREEMENT IS PERFOR?►IABLE IN DENTON COUNTY, TEXAS AND HEREBY SUBMIT
TO TIII? JURISDICTION OF THE COURTS OF DENTON COUNTY, TEXAS AND AGREE THAT' ANY
SUCH COURT SHALL HE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
7.05 'Wihority to Execute. The Cite 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 Agrcen.ent on
behalf of the City has been authorized to do so.
7.06 Entire !A( reernent; 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 unenitrrceable 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
cl'fect 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 Citv 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 oriLdnal intent of this Agreement as legally possible.
7.08 additional Documents and Acts. The Parties agree that at any time alter
execution of this Agreernent, they will, upon request of the other Party, execute and/or exchange
any other documents necessary to effectuate the terrns of this Agreement and perform anv further
acts as the other Party may reasonably request to effectuate the terms of this Agreement.
I Captions. 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
�ti'Lhout the other Party°s written consent. This Agreernertt shall be bindin�� 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.
Amended Stratgic Partnership Agreement—"Cradition MUD No. I Page 10
7.12 Int��rctat*on. 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 vvhether 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 A�reemcnt 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 Incoororation of Exhibits by Reference. All exhibits attached to this Agreement
by reference for the purposes set forth herein, as follows:are incorporated into this Agreement
Fxhibit A Map of the Property and Commercial Property
F,xhibit B Legal Description of the Property
I xhi bit C I:egal Description of Commercial Property
7.16 C,ons icuousProvisions. 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.
Amended Srrate,gic Parinership.Awgreement--Tradition MUD No. I Page I
ATTEST: CITY OF FORT WORTH
0� I�,
° Fernando Costa, Ssistant City Manager
)ffary J.K' .• ► ,� ° to :Adopted:
► V °"0
APPROVED AS TO FOR: �00
LIGAI_ITY: 000o°°�[
AS
Assistant City Attorney
ST:A"I I1 OF TI 'SAS §
COUNTY OF TARRANT 5
This instrument was acknowledged before me, on theZ�Way of- .lc.vt e
/r_ ►_
2(� , by�Xy,u,�-,4��„Assistant City Manager of the City of Port Worth, "Texas on behalf of
said city.
Notary Publd, State T as
[Sl-'AI.l Printed Name : �� ✓1S rL
My Commission lxpires:� Axilllzd�__
�.r
"aYPv",,� TRIKINVA L JOHNSON
:Notary Public,State of Texas
is
Comm.Expires 04-17-2015
Notary ID 1238832-0
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Arrtertded Stram,ic Partnership Agreernent—'Tradition MUD No. I Page i2
TRADITION MUNICPAL UTILITY DISTRICT NO. I
OF DENTON COUNTY"
r3v:
President, Board of Direciors
Date:-___-
STATI: OF VlAAS §
COUNTY Oh .bl"
This instrument was acknowledged before me, on the_a�day of 20]_(f,
by f President, F3oard oP IArector, Tradition Municipal Utility Dist ' t No.
of' Denton County, on behalf of said district.
y ublic, State of Texas
r Printed Name:1, � MW
LINDSEY R.SCHWIMMER My Commission l xpires:
Notary Pudic.State of Texas
!�^Y My Commission Eyes 07.29-2017
Amended Strate-ic Partnership A,,reement -Tradition MIUD'No. 1 Page 13
Exhibit A
Map of the Property and Commercial Property
Exhibit A to Amended Strategic Partnership Agreement
cXHIBIT 'A'
r MUD
60JNDARY
1 i LIMITS
r
SCALE F;�T
a
t
VLiD
I MUD BOUNDARY �
a �_
I SLF IV-114 ASSEMBLAGE
TT?ACT ONE `
384.041 ACRES r.+uD
16,728,840 SQUARE FEET / ��r�0VMERCI L
PROPERTY
LF IV-114 i
a SSEMBLAGE
TRACT 2
i 47.262 ACRES `
2i058,725 SQUARE R T�
�. '
SH 114 f
POINT OF POINT OF
BEGINNING BEGINNING 1
TRACT 1 TRACT 2
4
,
ECO Ib8.0"v3 PAGE ' O
{ A .!v:es ard Counds,lest `at u vI given
TRADITION
date
EXHIBIT OF
APR_ 23, 2..;S '
SLF IV ASSEMBLAGE, L.P.
°� 7-,
$} �4 &`_. °. TRADITION MUD 1 I
DENTON COUNTY, TEXAS
Exhibit B
Leal Description of the Property
BEING a 431.303 acre tract of land comprised of two separate tracts of land in the G. Cardinas
Survey, ,Abstract No. 214, situated in Denton County, Texas and being a combination o1'that
tract conveyed to Alliance 161 Investments by deed recorded in Volume 2778, Page 958 of the
Real Property Records of Denton County, Texas (RPRDCT), a portion of those tracts conveyed
to Aperion Communities, L.L.I_.P. by deed recorded under County Clerk's File No. 2004-1 1913
RPRDCT (Aperion Tract One-A and Aperion 'tract One-13) and a portion of that tract conveyed
to Nancy "Palley Reynolds, et al, by deed recorded in Volume 2301_ Page 223 RPRDCT and
being more particularly described as follows:
"TRACT ON17
BEGINNING at a capped 5/8" iron pin found, said iron pin also being on the north right-of=way
line of State lliglvtivay No. 1 14, said iron pin also being on the west line of said Alliance 161
Investments tract, said iron pin also being on the east line of a tract conveyed to Betty Marie
McIntyre, et al, by deed recorded in Volume 2906, Page 363 RPRDCT;
`I'l lENCE N 00'32'36" N, along the west line of said Alliance 161 Investments tract and the cast
line of said McIntyre, ct al, tract recorded in Volume 2906, Page .363 RPRDCT, a distance of
37U1.24 feet to a 3 8" iron pin found:
fI lI1NCE N 89°39'59" E along the north line of said Alliance 161 Investments tract and the east
line of said McIntyre, et al, tract recorded in VohnIle 2906, Page 363 RPRDCT, a distance. of
1826.89 feet to a Ill" iron pin found, said iron pin also being on the wrest line of said Aperion
Tract One-A:
T1lENCI N 00022'44" W alone the east line of said McIntyre,. et al, tract recorded in Volume
2906, Page 363 RPRDC"f, and the west line of said Aperion Tract One-A, a distance of 1294.80
feet to a capped lit" iron pin set;
Tl-lFNC i-. S 86'14'27" F, a distance of 222.13 feet to a capped 112" iron pin set;
"l1Il":NCF S 521°34'22" E, a distance of 867.86 feet to a capped 1/2" iron pin set;
TT11'NC E S 44°08'03" I , a distance of 999.82 feet to a capped 1l2" iron pin set;
`I.1117NCI: S 65°58'36" E, a distance of 1029.92 feet to a capped 1!2" iron pin set;
T1 lt,NCI: N W00'00" I , a distance of 773.31 feet to a capped lit" iron pin set; said capped 1i2"
iron pin set also bcin�, on the east line of said Aperion Tract One-A and the west line of that tract
coin evcd to Fcrbro Investments, LLC by deed recorded under County Clerk's File No. 97-
0003605 RPRDC T;
Tf H'INC F S 00°07'20" 1: along the east line of said :Aperion Tract One-A and the west line of
said herbro Investments tract, a distance of 857.55 feet to a 1'2" iron pin found, said iron pin
l:�'slit 11€o Anncndcs SEramjc Partnership Agreemcnt Page 1
being on the northwesterly line of a tract conveyed to The Atchison, Topeka and Santa Fe
Railway Company by deed recorded under County Clerk's bile No. 93-R0020408 RPRDCT;
THENCE S 44023'02" W along the east line of said Aperion "Tract One-A and the northwesterly
line of said Atchison, Topeka and Santa 1=e Railway Company tract a distance of 2256.14 feet to
a 518" iron pin found;
TI 11'NCE N 47 15'51" W along the east line of said Aperion Tract One-A and the northw,csterly
line of said Atchison, 'Topeka and Santa Fe Railway Company tract, a distance of 24.73 legit to a
5!8" iroii pin 1o1,111d;
THF,NCE S 44027'42" W along the east line of said Aperion Tract One-A and the northwesterly
line ol'said Atchison, "Topeka and Santa he Railway Company tract, a distance of 1121.43 feet to
a brass monument in concrete found, said brass monument also being on the said north right-of-
way line of State Highway No. 114;
Tl 1hNC E S 89='47'36" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State 1 Iighway No. 114, a distance of 286.33 feet to a brass monument in concrete
found;
T111-;NCI. S 84°30'09" W along the south line of said Aperion "bract One-A and the north right-
of-way line of State I lighway No. 114, a distance of 703.04 feet to a brass monument in concrete
hound:
THENCE NCE S 89048'48" W along the south line of said Aperion Tract Oric-A and the north right-
of'-way line of State lfighway No. H4, a distance of.'1249.97 feet to a capped 112" iron pin szt;
TIIENCF N 00°l l'l2" W along the south line of said Aperion Tract One-A and the north right-
of-way line of Statc I lighway No. 114, a distance of 15.00 feet to a capped 112" iron pill set;
TFIFNCI S 89°48'48" \'t' along the south line of said Aperion Tract One.-A and the north right-
of-way line of State 1 lighway No. 114, a distance ol-250.00 feet to a capped 1!2" iron pin set;
` l IENCE S 00"1 1'l2" E along the south line of said Aperion Tract One-A and the north right-of=
wav line of State Highway No. 114, a distance of 15.00 feet to a capped 1/2" iron pin set;
TliF.N( F S 89°48'48" W along the south line of said Aperion Tract One-A and the north right-
of-way line of State Highway No. 114, a distance of 238.28 feet to the Point of Beginning and
containing 16,728,840 square feet or 384.041 acres of land, more or less.
L,\hihit B to Amcnted Str tleuic Pw-m rship Ag c leW Page 2
TRACT?
BEGINNING at a brass monument in concrete found, said brass monument also being on the
south line of'said Aperion 'tract One-B, said brass monument also being on the north right-of-
way line of State Highway No. 114, said brass monument also being on the west line of a tract
conveyed to Ferbro Investments by deed recorded under County Clerk's File No. 97-0003605
RPRDCT
THENCE S 89°46'48" W along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No. 1 14, a distance of 1072.97 feet to a brass monument in
concrete found;
CI IENCE N 86''29'44" \k` along the south line of said Aperion Tract One-B and the north right-
of-way line of State Highway No. 114, a distance of 900.20 feet to a brass monument in concrete
found, said brass t7ionument also being on the southeasterly line of a tract conveyed to The
.Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's File
No. 93-R0020408 RPRDCT,
T111-:NC:} N 44°26'31" F along the west line of said Aperion Tract One-B and the southeasterly
line of said Atchison, Topeka and Santa Fe Railway Company tract, a distance of 2809,53 feet to
a 5/8" iron pin found, said iron pin also being on the west Iine of said Ferbro Investments tract;
Tl ITFNC E S 00°07'09" E along the east line of said Aperion Tract One-B and the west line of
said Fei-bro Investments tract, a distance of 2056.80 feet to the Point of Beginning and containing
2,058,725 square feet or 47.262 acres of Iand, more or less.
h;xh;hit B to Amerfded Strategic Partnership .lgrecmmit Page 3
Exhibit C
Legal Description of Commercial Property
BEGINNING at a brass monument in concrete found, said brass monument also being on the
south line of said Aperion "Tract One-B, said brass monument also being on the north right-of-
way line of State Ilighway No. 114, said brass monument also being on the west line of a tract
conveyed to Ferbro Investments by deed recorded under County Clerk's Pile No. 97-0003605
RPRDCT
THENCE S 89'46'48" W along the south line of said Aperion 'bract One-B and the north right-
of-way line of State Highway No. 114, a distance of 1072.97 feet to a brass monument in
concrete found:
T!11`NC,1; N 86'29'44" W along the south line of said Aperion 'Tract One-B and the north right-
of=way line of'State Highway No. 114, a distance of 900.20 feet to a brass monument in concrete
found, said brass nionurnent also being on the southeasterly line of a tract conveyed to 'lbeing
Atchison, Topeka and Santa Fe Railway Company by deed recorded under County Clerk's Pile
No. 93-R0020408 RPRDCT;
TIIENCh N 44026'31" F along the west line of'said Aperion Tract One-B and the southeasterly
line of'said Atchison, Topeka and Santa Pe Railway Company tract, a distance of 2809.53 feet to
a 5l8" iron pin found, said iron pill also being on the west line of said Ferbro Investments tract;
T111;NCF S 0W0709" V along the east line of said Aperion Tract One-B and the west line of
said Ferbro Investments tract, a distance of 2056.80 feet to the Point of Beginning and containing
2,058,725 square Iect or 47.262 acres of land, more or less.
Exhibit C to.Amended Strategic t'armaship Agreement
46987.G 7