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Exhibit C
Memorandum of Buy-Out Option Contract
STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF DENTON §
This Memorandum of Buy-Out Option Contract ("Memorandum") is effective as of
, 20050 by and among APERION COMMUNITIES, LLLP, ELADIO �£
PROPERTIES, LLLP, DROOY PROPERTIES, LLLP, ROCKSAND INVESTMENTS, LLLP,
JUSTIN RANCH 427, LLLP, and JUSTIN RANCH 123, LLLP, all Arizona limited liability
limited partnerships; AQUA UTILITIES, INC., a Texas corporation, and TRADITION
MUNICIPAL UTILITY DISTRICT NO. 2 OF DENTON 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 Chapter 8189, Special District Local Laws Code, and any other district
created over the Development by dividing the district into one or more new districts pursuant to
Chapter 8189, Special District Local Laws Code, (collectively, "Seller"), and THE CITY OF
FORT WORTH, a home-rule municipal corporation of Tarrant, Denton, and Wise Counties,
Texas (`Purchaser").
A. Under that certain Buy-Out Option Contract dated as of December 18, 2007
("Con ct"), Seller has granted Purchaser the option ("Option") to purchase certain land,
improvements, easements, account records, plans, and other associated property ("Pro e ")
related to the provision of water and wastewater utility service to, and located within,that certain
real property development consisting of approximately 1,922 acres of land in Denton County,
Texas, as more particularly described on EXHIBIT "A" attached hereto ("Development"). The
period during which Purchaser may exercise the Option begins at any time (and from time to
time) after December 18, 2022, but in any event, Purchaser must exercise the Option (if at all) on
or before December 18, 2106 ("Option Period"). Purchaser's exercise of the Option is governed
by the terms and conditions of the Contract.
B. Seller and Purchaser are executing, acknowledging, and recording this
Memorandum to provide public notice of the existence of the Contract and of the Option that
exists in Purchaser's favor to purchase the Property in the Development under the terms and
conditions of the Contract.
C. Seller and Purchaser do not intend by this Memorandum — and nothing in this
Memorandum may be deemed—to alter, amend or otherwise affect the terms or conditions of the
Contract.
Exhibit C to
Buy-Out Option Contract Page 1
Pagel of 3
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/18/2007 - Res. No. 3568-12-2007
DATE: Tuesday, December 18, 2007
LOG NAME: 06TRADITION2 REFERENCE NO.: C-22589
SUBJECT:
Authorize Execution of the Consent Resolution, Development Agreement, Buy-Out Option
Agreement, Impact Fee Agreement, Utility Agreement, Wholesale Wastewater Service Agreement,
and the Agreement for the Sale of Treated Water and Approve the Form of the Strategic Partnership
Agreement for Tradition Municipal Utility District No. 2 of Denton County
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt a resolution consenting to the creation of Tradition Municipal Utility District No. 2 of Denton County
("District");
2. Authorize the City Manager or a designee to execute the following contingent upon receipt of necessary
executed documents from Aqua Utilities:
a. A Development Agreement between the City and Aperion Communities, LLLP, Eladio Properties,
LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP;
b. A Buy-Out Option Agreement between the City, Aqua Utilities, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP, and the District;
c. An Impact Fee Agreement between the City, Aqua Utilities, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP, and the District;
d. A Utility Agreement between the City and Aqua Utilities, Aperion Communities, LLLP, Eladio
Properties, LLLP, and Drooy Properties, LLLP, and Rocksand Investments, LLLP, and the District;
e. A Wholesale Wastewater Service Agreement between the City and Aqua Utilities;
f. An Agreement for the Sale of Treated Water between the City and Aqua Utilities; and
3. Authorize the City Manager or a designee to bring forth the Strategic Partnership Agreement for approval
after the formation of the Municipal Utility District.
DISCUSSION:
Aperion Communities, LLLP, Eladio Properties, LLLP, and Drooy Properties, LLLP, and Rocksand
Investments, LLLP, (AEDR) are Arizona limited liability partnerships that own and are developing
approximately 2,663 acres in Fort Worth's and Northlake's extraterritorial jurisdiction as a mixed-use
development to be known as "Tradition." The property is in Denton County and is located north of Highway
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114 and west of Highway 156. On December 13, 2005, (M&C C-21198) the City Council authorized the City
Manager to enter into contracts for the first 431 acres of this development known as Tradition Municipal
Utility District No. 1 of Denton County. The district was confirmed by the voters on May 12, 2007.
On September 12, 2006, (M&C G-15392) the City Council granted conditional consent to Tradition
Municipal Utility District No. 2 of Denton County in response to a petition submitted by AEDR. The intent
was to allow the creation of a "master MUD" that would subsequently be subdivided into smaller tracts
consistent with their development phases. During the 2007 legislative session, H.B. 3182 was approved
and authorized the creation of this district consisting of 1,922.737 acres subject to adoption of a consent
resolution by the Fort Worth City Council.
The attached resolution grants formal consent to the formation of the District and specifically grants to the
District the authority to finance road projects. In addition, it grants the City Manager the authority to execute
the "Agreement Concerning Creation and Operation of Tradition Municipal Utility District No. 2 of Denton
County" (the Consent Agreement). This is the contract between the developer, the District, and the City
governing the issuance of bonds, the construction standards for infrastructure, and the terms of future
annexation.
The other documents listed above, which are available for public inspection and copying in the City
Secretary's Office, can be summarized as follows:
The Development Agreement provides for the enforcement of municipal building codes and establishes
land use and development regulations for the Development. In addition, it imposes Special Regulations to
govern design issues such as block lengths and street right-of-way and sidewalk widths. The Development
will generally be in compliance with development standards within the City limits. The Agreement also
identifies enhancements beyond the City's regulations in terms of amenities, entry features and
landscaping.
The remaining five agreements identified as items b through f above relate to the provision of water and
wastewater facilities and service to the Development. Aqua Utilities is the holder of the Water Certificate of
Convenience and Necessity (CCN) in the Development and are therefore party to several of the
agreements.
Aqua Utilities will provide retail water and wastewater service to the Development. The City will provide
wholesale water service through a wholesale contract similar to those with our customer cities. The provider
for wholesale wastewater service is still under negotiation. The goal of the City and the Developer is to
partner with Trinity River Authority (TRA) and install a new interceptor line from the existing TRA
wastewater treatment facility at Denton Creek. If this occurs, the City will provide wholesale wastewater
service to Aqua Utilities through a wholesale contract and a TRA interceptor line agreement will be brought
to City Council for consideration. If the negotiation of TRA interceptor option is unsuccessful, the Developer
intends to build a package treatment plant to be operated by Aqua Utilities.
The Impact Fee Agreement will allow the City to recover the treatment, pumping and other infrastructure
costs associated with providing water and wastewater service to the Development. Under the Buy-Out
Option Agreement the City has the option to purchase the water and wastewater facilities in the
Development from the District for $10 and become the retail water and wastewater service provider. This
can occur at anytime after 17 years of the first connection to retail water or wastewater utility service within
a District, or within 90 days before the date of annexation of a District by the City. Aqua Utilities will agree
not to contest the application of the City for the CCN for the area within that District.
The Strategic Partnership Agreement will authorize the City to annex acreage within the Development
designated for commercial development for the limited purpose of imposing sales and use tax. This
agreement will be presented to the City Council with the appropriate public hearings after the district is
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formally established by election.
This Development will not require the expenditure of City funds or the collection of offsetting revenue for
wholesale services for several years.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of these Agreements will have no immediate material effect on
City funds. Any effect on expenditures and revenues will be budgeted in future fiscal years.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originating Department Head: Fernando Costa (8042)
Additional Information Contact: Susan Alanis (8180)
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Page 1 of 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/29/2008
DATE: Tuesday, January 29, 2008
LOG NAME: 06TRADITIONCORR REFERENCE NO.: **C-22640
SUBJECT:
Correction of Mayor and Council Communication C-22589, Adopted on December 18, 2007, to Add
Two Limited Partnerships, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, as Parties to the
Tradition Municipal Utility District No. 2 Contracts and the Consent Resolution and Authorize the
Execution of the Corrected Consent Resolution and Contracts
RECOMMENDATION:
It is recommended that the City Council approve the correction of Mayor and Council Communication C-
22589, adopted on December 18, 2007, to add two limited partnerships, Justin Ranch 427, LLLP, and
Justin Ranch 123, LLLP, as parties to the Tradition Municipal Utility District No. 2 contracts and the consent
resolution and authorize the execution of the corrected consent resolution and contracts.
DISCUSSION:
On December 18, 2007, (C-22589) the City Council approved the Consent Resolution and authorized the
execution of the the Development Agreement, Buy-Out Option Agreement, Impact Fee Agreement, Utility
Agreement, Wholesale Wastewater Service Agreement, and the Agreement for the Sale of Treated Water
and Approve the Form of the Strategic Partnership Agreement for Tradition Municipal Utility District No. 2 of
Denton County. After City Council approval of C-22589, the developer notified the City that two additional
parties needed to be added to the contract.
Adoption of this correction Mayor and Council Communication will authorize the addition of the two
necessary parties, Justin Ranch 427, LLLP, and Justin Ranch 123, LLLP, to the Consent Resolution and
the contracts.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action will have no material affect on City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler (6140)
Originating Department Head: Fernando Costa (8042)
Additional Information Contact: Susan Alanis (8180)
http://apps.cfwnet.org/council_packet/Reports/mc print.asp 5/28/2008