HomeMy WebLinkAboutContract 42119-T1, e .g R ~4567
r • 1, CITY SECRETARV 1-/. 1 /J q ii/ ~ RECEIVED ~ CONTRACT NO . ex~ ~ ~
MAR -2 2017 ~ rORTWOR~GREEMENT TERMINATING WHOLESALE WATER AND WASTEWATER
r" c~:sECRETARY ) AGREEMENTS FOR BROOKFIELD DEVELOPMENT
,;
.,,, This Agreement Terminating Wholesale Water and Wastewater Agreements for the
Br ookfield Development is entered into by and between the City of Fort Worth, Texas (the
"City") and Aqua Texas, Inc ., a Texas corporation ("A ua exas") ( each a "Party" and,
collectively, the "Parties"), effective ). -I 71-, 201 the "Effective Date").
ARTICLE I
RECITALS
A. The City and Aqua Utilities, Inc. entered into that certain Wholesale Wastewater
Service Agreement for Brookfield Development dated January 25, 2011 (Mayor and Council
Communication C-24720, City Secretary Contract No. 42119) (the "Wholesale Wastewater
Agreement") and that certain Wholesale Treated Water Service Agreement Between the City of
Fort Worth, and Aqua Utilities, Inc., dated August 17, 2011 (Mayor and Council Communication
C-24720, City Secretary Contract No. 42140 (the "Wholesale Water Agreement").
B. Pursuant to the Wholesale Wastewater Agreement and the Wholesale Water
Agreement, the City agreed to sell treated water and wastewater treatment services to Aqua
Utilities, Inc. on a wholesale basis in order for Aqua Utilities, Inc. to provide retail water and
sewer services to approximately 231.579 acres of land in the City's extraterritorial jurisdiction
encompassed by South Denton County Water Control and Improvement District No . 1 (the
"Brookfield District") known as the Brookfield development (the "Property"), in accordance with
Aqua Utilities, Inc.'s water Certificate of Convenience and Necessity ("CCN") No. 11157 and
sewer CCN No . 20453.
C. Aqua Utilities , Inc. has transferred all of its assets to Aqua Texas, including
without limitation TPDES Permit No. WQ0014263, CCN No. 11157, CCN No. 20453, CCN No.
20867, and all rights and obligations under the Wholesale Water Agreement and the Wholesale
Wastewater Agreement.
D. The City, Aqua Texas, Alpha Ranch Fresh Water Supply Di strict of Denton and
Wise Counties , North Fort Worth Water Control and Improvement District No. 1 of Denton and
Wise Counties, and the Brookfield District have entered into that certain Water and Wastewater
Utility Services Transfer Agreement dated .;} -It , 201 ~~City Secretary Contract
No. 48l,5~) whereby Aqua Texas will (a) transfer to the City all of its rights and obligations
under CCN No. 11157 to provide retail water service to the Property; and (b) transfer to the
Brookfield District all of its rights and obligations under CCN No. 20453 to provide retail sewer
service to the Property.
E. In light of Aqua Texas' agreement to transfer water and sewer CCNs for the
Property to the City and the District, respectively, the Wholesale Wastewater Agreement and the
Wholesale Water Agreement are of no further benefit to Aqua Texas and should be terminated.
Agreement Terminating Wholesale Water and
Wastewater Agreements -Page 1
OFFICIAL RECOR D
CITY SECRETARY
FT. WORTH, TX
; M&C Rev iew Page 1 of 3
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT WOR TH
~
COUNCIL ACTION: Approved on 12/13/2016 -Resolution No. 4725-12-2016 & 4726-12-2016
DATE:
CODE:
12/13/2016 REFERENCE L-15980
NO.:
12BROOKFIELD, ALPHA
LOG NAME: RANCH , SHALE CREEK
AGREEMENTS
L TYPE: NON-PUBLIC
CONSENT HEARING: NO
SUBJECT: Adoption of Resolutions Consenting to the Expansion of the Alpha Ranch Fresh Water
Supply District and Authorize the Execution of Various Agreements and Amended
Agreements Relating to Development , Construction , Water and Wastewater Service,
Wholesale and Utility Transfer for South Denton County Water Control Improvement
District No .1, Alpha Ranch Fresh Water Supply District of Denton and Wise County and
North Fort Worth Water Control Improvement District No . 1 (ET J/DENTON COUNTY and
COUNCIL DISTRICT 7)
RECOMMENDATION:
It is recommended that the City Council adopt the attached resolutions consenting to the addition of
approximately 183 acres into the Alpha Ranch Fresh Water Supply District and authorize the City Manager
or a designee to execute the following Agreements and to take any actions to carry out such Agreements:
1. Wholesale Water Agreement between Aqua Texas and Fort Worth
2. Water and Wastewater Utility Services Transfer Agreement
3. Agreement Concerning Water and Sewer Service to Shale Creek Development
4. Agreement Terminating Brookfield Water and Wastewater Utility Service Agreement and
Buy-Out Option Agreement
5. Agreement Terminating Brookfield Wholesale Water and Wastewater Agreements
6. Agreement Concerning Sewer Service to Alpha Ranch and Brookfield Developments
7. Water Infrastructure Agreement
8. Sewer Infrastructure Agreement
9. Brookfield Development (South Denton County Water Control Improvement District No .
1) Agreement
10. Alpha Ranch Development Agreement
11 . Shale Creek Development Agreement
12. South Denton County (Brookfield Development) Creation and Operation Agreement
13. Alpha Ranch Creation and Operation Agreement
14 . Agreement for Construction of Sendera Ranch Blvd
DISCUSSION:
Entities affiliated with Centurion American Development Group (Developer) own approximately 2 ,000 acres of
land in the City's Extraterritorial Jurisdiction in proximity to State Highway 114, as shown on the attached map
(the Property). The Property is undeveloped and is located within the Alpha Ranch Fresh Water Control and
Improvement District , consisting of the Elizabeth Creek and Alpha Ranch developments (collectively , the
Alpha Ranch development), the South Denton County Water Control and Improvement District No . 1 (the
Brookfield development), and the North Fort Worth Water Control and Improvement District No. 1 of Denton
and Wise Counties (the Shale Creek development) (the Districts), which districts were created with the City's
consent. The Developer agreed to develop the Property with a mixture of residential, commercial and
recreational uses in accordance with City standards . The Districts were created and approved by the City
Council as follows : Alpha Ranch , consisting of approximately 1,294 acres on February 15 , 2007 ; Brookfield ,
http://app s .cfwn et.org/council_pa cket/mc _review.asp?I D=223 5 8&counc ildate= 12/13 /2016 3/2/2017
M&C Review Page 2 of 3
consisting of approximately 231 acres on April 19 , 2007; and Shale Creek, consisting of approximately 251
acres on August 21, 2006 . On January 25 , 2011 , the City Council approved operation, development and
utility Agreements for the Brookfield District. (M&C C-24720 , CSC Nos. 42127, 42128 and 42120
respectively.)
When the Development and Utility Agreements were approved, the Property was located in an area for
which Certificate of Convenience and Necessity (CCN) had been issued by TCEQ to Aqua Texas to provide
retail water. The Agreements contemplated that Aqua Texas would provide retail water and sewer service
to the Property for a term of 17 years, after which the City had an option to become the retail water and
sewer provider and to purchase , for a nominal amount, water and wastewater infrastructure to serve the
Property. Aqua Texas , the City , the Districts desire to enter into an Agreement providing , among other
terms , for Aqua Texas to transfer to the City all of its rights and obligations in connection with retail water
service to the Property under their CCN and to transfer to the Districts all of its rights and obligations in
connection with retail sewer service to the Property superseding the original utility agreement and ancillary
agreements concerning water and sewer service to the Property .
On September 23 , 2014 , the City Council adopted Resolution No. 4361-09-2014 which authorized the city
staff to negotiate Agreements with the Developer, Aqua Texas and the Districts for: 1) the transfer the CCN
to the City from Aqua Texas ; 2) to negotiate for the provision of water and sewer service to the Property to
include a Wholesale Water Agreement to serve part of the Shale Creek Development with no infrastructure
or meter cost to the City ; 3) to negotiate for the construction of water and sewer infrastructure to include a
water line to connect Sendera Ranch pump station to existing City infrastructure and a wastewater
treatment plant ; 4) negotiate for the construction of a sewer line connecting to the City's system , and at the
City's discretion , discontinuance of by the Districts of the wastewater treatment plant upon the City
becoming the retail sewer service provider to the property ; 5) to negotiate for the construction , consistent
with the City's Master Thoroughfare Plan , of a four-lane extension of Sendera Ranch Boulevard from its
existing terminus to SH 114 outside the City limits , at no cost to the City , and to be reimbursed less any
proportional share required for the portion of the extension located within the City limits with roadway
impact fees or fee credits in accordance with the City's transportation impact fee policy; and construction of
a portion of Sendera Ranch Boulevard outside of the City limits , at no cost to the City and to be reimbursed
less any proportional share required for the portion of the extension ; and 6) to amend the Development
Agreement for Brookfield and enter into Development Agreements for the Alpha Ranch District and Shale
Creek to reflect the new arrangements for providing water and sewer service to the Property and to address
other outstanding issues . This M&C does not request approval of a contract with a business entity .
Aqua Texas has agreed to transfer to the City Aqua Texas' CCN and contract rights and obligations
governing retail water utility service to Brookfield , Alpha Ranch and Shale Creek and to include land
immediately adjacent to Alpha Ranch provided that the land is annexed by the Alpha Ranch District. Alpha
Ranch District has submitted two petit ions to annex the area for Council's approval. Staff recommends
approving the attached resolutions to allow Alpha Ranch to annex the area which will transfer the CCN from
Aqua Texas to the City .
The parties have the authority to enter into this Agreement pursuant to Section 212 .172 of the Local
Government Code .
The property is located in the City's extraterritorial jurisdiction adjacent to CITY COUNCIL DISTRICT 7.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that this agreement will have no immediate material effect on City
funds. Any effect on expenditures and revenues will be budgeted in future fiscal years .
TO
Fund Department Account Project Program Activity Budget Reference#
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference#
ID ID Year Chartfield 2
http ://apps.cfwnet.org/council _packet/m e _review.asp?I D =223 5 8&counc ildate= 12/13 /20 16
Amount
Amount
3/2/2 017
M&C Review
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Jesus (Jay) Chapa (5804)
Sarah J . Fullenwider (7606)
Melinda Ramos (7631)
Alpha Ranch Resolution Consent to Annex 12.doc
Alpha Ranch Resolution Consent to Annex 171.doc
Aqua Texas 1295 .pdf
Exhibit for 12 acres resolution .pdf
Exhibit for 171 acres resolution .pdf
Forms (3) 1295 .pdf
Ryan Dynasty Trust 1295 .pdf
Water district alpha Ranch shale creek brookfield Map .pdf
http ://apps.cfwnet.org/council_packet/rnc_review.asp?ID=22358&councildate=l2/13 /2016
Page 3 of 3
3/2/2017
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
1.01 The Wholesale Water Agreement and the Wholesale Wastewater Agreement are
terminated and of no further force or effect, as of the Effective Date.
1.02 Aqua Texas. hereby warrants that it is the successor in interest to all assets, rights
and obligations of Aqua Utilities, Inc., and has the authority to enter into this Agreement.
1.03 Each Party hereby unconditionally , full y and completely releases , acquits ,
and forever discharge s the other Party and its successors and assigns from any and all
claims , demands , actions , causes of action, suits , liabilities, damages , losses , costs and
expenses whatsoever, known or unkno w n , accrued or unaccrued , in law or in equity ,
relating to the Wholesale Wastewater Agreement and the Wholesale Water Agreement ..
1.04
APPROVED AS TO FO J -/ 5q:1o
LEGALITY : I,,-_ _aJ ~~ ti-4 , ~ Cont!r~ 3-thoriaatioa
ATTEST: Rti,,A TE S, N .
Corporate Secretary $: -~'-------'IJ:.,,£-........ C........C:FJ"+---------
~ Title : _i_~==-=-----*"~"-""'-..:..__ ___ _
Agreement Terminating Wholesale Water and
Wastewater Agreements -Page 2
Date: / ~ / '5 // '6
OFFICIAL RECOR D
CITY SECRETARY
FT. WORTH, TX
41545 .6