HomeMy WebLinkAboutContract 42127 CITY SECRETARY
CONTRACT NO. t— �
AGREEMENT CONCERNING OPERATION OF
SOUTH DENTON COUNTY WATER CONTROL AND
IMPROVEMENT DISTRICT NO. 1
STATE OF TEXAS §
COUNTY OF DENTON §
This Agreement Concerning Operation of South Denton County Water Control and
Improvement District No. 1 (this "A�re� e2ment") is entered into by the City of Fort Worth, Texas,
a home-rule municipal corporation situated in Parker, Tarrant, Denton, and Wise Counties, Texas
(the "City"), and South Denton County Water Control and Improvement District No. 1, a water
control and improvement district created pursuant to Article XVI, Section 59, of the Texas
Constitution and Chapters 49 and 51 of the Texas Water Code (the "District"), effective January
25, 2011 (the "Effective Date").
ARTICLE I
RECITALS
A. Brookfield Acquisitions, L.P., a Texas limited partnership (the "Owner"), has
represented to the City that it is the owner of approximately 231.579 acres located entirely in the
City's extraterritorial jurisdiction ("ETJ") in Denton County, Texas, as shown in Exhibit A and
described in Exhibit B attached to this Agreement (the "Pr—operty").
B. On January 4, 2005, the City Council of the City of Fort Worth (the "City
Council") approved Resolution No. 3157-01-2005 (the "Consent Resolution") consenting to
creation of the District encompassing the Property.
C. The Consent Resolution provided that the City shall have the right to review and
approve the District's bonds and notes prior to issuance and to place restrictions on the terms and
provisions of the bonds and notes issued by the District and conditions on the sale of bonds and
notes by the District to the extent such restrictions and conditions do not generally render the
District's bonds and notes unmarketable.
D. The Consent Resolution limited the purposes for which the District may issue
bonds to expenditures relating to the provision of water, wastewater and drainage services.
E. The Texas Commission on Environmental Quality ("TCEQ") approved creation
of the District by order issued April 19, 2007.
1'. The Board of Directors of the District conducted an election to confirm creation
of the District on November 6, 2007, and canvassed the results of the election on November 15,
2007.
G. The City wishes to expressly define herein the restrictions and conditions on the
District's bonds pursuant to the Consent Resolution, to expand the ( its s coy
-
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FT. WORTH, TX
issuance of bonds by the District to include the Road Projects, and to consent to conversion of
the District to a fresh water supply district operating under Chapter 53, Texas Water Code, as
amended.
H. The Property is subject to that certain Brookfield Water and Wastewater Utili
d/b/a Aqua Texas, Inc., ("Aqua Texas") Owner, the City and the District (City ety
Service Agreement (the "Utility Agreement") between Aqua Utilities, Inc., a Texas corporation
Contract No. , M & C C-24720). cretary
I. Pursuant to the Utility Agreement, Aqua Texas, Owner, the City, and the District
will execute that certain Buy-Out Option Contract, a copy of which is attached to the Utilit
Agreement as Exhibit C (the "Buy-Out Contract"). y
J. The Property is subject to that certain Development Agreement between the City
and Owner pursuant to Section 212.172 of the Local Government Code (City Secretary Contract
No. , M & C C-24720).
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
ARTICLE II
DEFINITIONS
"Agreement" means this Agreement Concerning Operation of South Denton County Water
Control and Improvement District No. 1.
"Aqui"means Aqua Utilities, Inc., a Texas corporation, d/b/a Aqua Texas, Inc.
"Attorney General" means the Attorney General of the State of Texas.
"Board"means the Board of Directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or other
instrument evidencing a proportionate interest in payments, due to be paid by the District, or (b)
any other type of obligation that (1) is issued or incurred by the District under the District's
borrowing power, without regard to whether it is subject to annual appropriation, and (2) is
represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"Bond Limit Amount" means the maximum amount of Bonds, excluding refunding Bonds, that
may be issued by the District pursuant to Section 5.04 of this Agreement.
"Buy-Out Contract" means that certain Buy-Out Option Contract to be executed by the District,
the Owner, the City and Aqua Texas, and wherein the District, Owner and Aqua Texas agree to
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convey to the City certain retail water and wastewater facilities, a copy of which is attached to
the Utility Agreement as Exhibit C.
"CCN" means a certificate of convenience and necessity or similar permit issued by the TCEQ
I:
authorizing a specified entity to be the retail water or sewer service provider in a specified area.
"CFAPolicy" means the "Policy for the Installation of Community Facilities" as amended in
March 2001 (M & G-13181), in effect on the Effective Date, including any amendments thereto
that are in effect on the Effective Date.
"City" means the City of Fort Worth, Texas, a home rule municipality located in Parker, Tarrant,
Wise, and Denton Counties.
"City Attorney" means the City Attorney of the City.
"City Code" means the Code of the City of Fort Worth.
"City Council" means the City Council of the City.
"City Manager" means the City Manager of the City.
"City Review Fees" means: (a) fees and charges applicable to the City's preliminary and final
plat review and approval process according to the fee schedule adopted by the City Council and
in effect on the date of submittal of each plat application; and (b) fees and charges applicable to
the review of plans relating to construction of Infrastructure according to the fee schedule
adopted by the City Council and in effect on the date of submittal of such plans.
"City Secretary" means the City Secretary of the City.
"Consent Resolution" means Resolution No. 3157-01-2005 adopted by the City Council on
January 4, 2005, consenting to creation of the District.
"Contractor" means a person or entity that constructs, alters or repairs Infrastructure required to
serve the Property, whether located within or outside the Property.
"Development Agreement" means the Development Agreement for the Property between the
City and Owner (City Secretary Contract No. , M & C C-24720).
"Development Director" means the Director of the City's Planning and Development
Department.
"District" means South Denton County Water Control and Improvement District No. I
encompassing the Property, and any district resulting from the conversion of such District in
accordance with this Agreement.
"District Confirmation Date"means November 15, 2007.
"Effective Date" means January 25, 2011.
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"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Government Code,
as amended, with the City's ETJ being an unincorporated area presently extending five miles
from the City's corporate limits, excluding other incorporated municipalities and their respective
ETJs.
"Filing Date" means July 23, 2007, the date on which the application for approval of preliminary
plat PP-07-024 for the Property (which was approved by the City's Plan Commission on
September 26, 2007) was submitted to the City. If PP-07-024 expires, "Filing Date" shall be
deemed to be the Effective Date. For purposes of this section, "Project" means the development
of the Property in accordance with the Development Agreement. If Owner fails to make
progress (as defined in Section 245.005(c) of the Local Government Code) toward completion of
the Project by January 25, 2016, the "Filing Date" shall be deemed to be the date the first permit
application relating to the Project is filed with the City after January 25, 2016.
"Finance Director" means the Director of the City's Finance Department.
"Governing Regulations" means all City ordinances, regulations, policies, manuals and other
requirements relating to Infrastructure, including the design, location, construction, payment of
fees, operation and maintenance thereof, that were applicable within the City's corporate limits
on the Filing Date. Further, "Governing Regulations" includes all amendments to the foregoing
requirements and all new requirements relating to Infrastructure that are adopted or approved
after the Filing Date, except any amendments from which the Development is exempt pursuant
to Chapter 245 of the Local Government Code.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Property, whether located within or outside
the Property. When "Infrastructure" is expressly identified as water Infrastructure or wastewater
Infrastructure, "Infrastructure" is limited to the specified type.
"Infrastructure Inspection Fees" means the fees applicable to the inspection and testing of
Infrastructure according to the fee schedule adopted by the City Council and in effect on the date
of the inspection.
"Local Government Code" means the Texas Local Government Code, as amended.
"Notice" means notice as defined in Section 13.01 of this Agreement.
"Owner" means Brookfield Acquisitions, L.P., a Texas limited partnership, and its successors.
Party" means, individually, the City or the District.
"Propertx" means that certain 231.579-acre tract located in Denton County, Texas, as shown in
Exhibit A and described in Exhibit B.
"Road Projects" means construction, acquisition, improvement, maintenance and operation of
macadamized, graveled or paved roads and turnpikes and improvements in aid of such roads and
turnpikes.
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"Strategic Partnership Agreement" means the Strategic Partnership Agreement attached as
Exhibit C to this Agreement which may be executed by the City and the District providing for
the limited purpose annexation of certain portions of the Property designated for commercial use
for the sole purpose of imposing a sales and use tax.
"TCEQ" means the Texas Commission on Environmental Quality or its successor state agency.
"Utility Agreement" means that certain Brookfield Water and Wastewater Utility Service
Agreement between the District, Aqua Texas, Owner, and the City executed
(City Secretary Contract No. , M & C C-24720).
"Water Code"means the Texas Water Code, as amended.
"Water Director"means the Director of the City's Water Department.
ARTICLE III
CITY CONSENTS
In accordance with the terms of this Agreement, the City consents to: (a) conversion of
the District to a fresh water supply district operating under Chapter 53, Texas Water Code, as
amended; (b) issuance of Bonds by the District for Road Projects; and (c) any other actions taken
by the District as required for the District to obtain the authority to issue bonds for the purposes
set forth in Section 5.02.
ARTICLE IV
STRATEGIC PARTNERSHIP AGREEMENT
The City Council and the Board may approve a Strategic Partnership Agreement
authorizing the City to annex commercial property within the District for the limited purpose of
assessing and collecting sales tax in substantially the form attached hereto as Exhibit C, after
notice and hearing in accordance with Section 43.0751 of the Local Government Code.
ARTICLE V
ISSUANCE OF BONDS AND CONSENT TO ROAD PROJECTS
5.01 Issuance of Bonds. The District may issue Bonds only as permitted by law and
this Agreement. This Agreement shall supersede the Consent Resolution with regard to
restrictions on the terms and provisions of the Bonds issued by the District, conditions on the
sale of Bonds, and the purposes for which the District may issue Bonds. Except as authorized by
this Agreement, the District shall not issue Bonds without prior approval of the City Council.
5.02 Purposes. The purposes for which the District may issue Bonds shall be restricted
to the following:
(a) Purchase, construction, acquisition, repair, extension and improvement of
land, easements, works, improvements, facilities, plants, equipment, and
appliances necessary to:
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(i) Provide a water supply for the District for municipal, domestic,
and commercial uses;
(ii) Collect, transport, process, dispose of, and control all domestic,
commercial, industrial or communal wastes from the District,
whether in fluid, solid, or composite state;
(iii) Gather, conduct, divert, and control local storm water or other
local harmful excesses of water in the District; and
(b) Establishment, operation, maintenance and construction of facilities for
the provision of police, fire-fighting and other emergency services within
the District; and
(c) Purchase, construction, acquisition, repair, extension, and improvement of
land, easements, works, improvements, facilities, plants, equipment, and
appliances as shall be consistent with the purposes for which the District is
organized; and
(d) Construction, acquisition, improvement, maintenance and operation of
macadamized, graveled or paved roads and turnpikes and improvements in
aid of such roads and turnpikes; and
(e) Payment of organization expenses, initial operation expenses, cost of
issuance, interest during construction and capitalized interest; and
(f) Refunding of any outstanding Bonds of the District for debt service
savings; provided, however, that any such refunding Bonds otherwise
satisfy the requirements of this Agreement.
5.03 Limitations on Bonds. The District acknowledges that but for this Agreement,
pursuant to Section 54.016 of the Water Code, the City's consent to inclusion of the Property
within the District could include restrictions on the purposes for which the District may issue
Bonds and that those restrictions could entirely prohibit issuance of Bonds for roads.
5.04 Road Projects. Notwithstanding the restrictions otherwise permitted by Section
54.016 of the Water Code (as referenced in Section 5.03) this Agreement hereby authorizes and
further consents to the District undertaking the Road Projects within the District and to the
issuance by the District of Bonds for the Road Projects. In consideration for the City's consent
to the Road Projects, the District agrees that the total amount of Bonds issued by the District for
all purposes (excluding refunding Bonds) shall not exceed $49,000,000 (the "Bond Limit
Amount"), unless specifically approved by the City Council. The District acknowledges that the
Bond Limit Amount is sufficient to accomplish the purposes of the District and that the District
has voluntarily agreed to the Bond Limit Amount in consideration for the City's consent to the
issuance of Bonds for the Road Projects. District facilities, if any, the cost of which exceeds the
Bond Limit Amount will be dedicated to the District without reimbursement unless otherwise
approved by the City Council.
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5.05 Bond Requirements. The District shall obtain all necessary authorizations for
Bonds issued to finance the acquisition or construction of facilities and infrastructure for the
benefit of the District in accordance with this Agreement and laws applicable to the District. All
Bonds issued by the District shall comply with the following requirements:
(a) Maximum maturity of 25 years for any one series of Bonds; and
(b) Interest rate that does not exceed two percent (2%) above the highest
average interest rate reported by the Daily Bond Buyer in its weekly "20
Bond Index" during the 30-day period immediately preceding the date that
the official notice of the sale of such Bonds is given; and
(c) The Bonds shall expressly provide that the District shall reserve the right
to redeem Bonds at any time beginning not later than the tenth (10th)
anniversary of the date of issuance, without premium. No variable rate
Bonds shall be issued by the District without City Council approval; and
(d) Any refunding Bonds of the District must provide for a minimum of three
percent (3%) present value savings and, further, must provide that: (i) the
latest maturity of the refunding Bonds may not extend beyond the latest
maturity of the refunded Bonds unless approved by the City Council; and
(ii) the refunding Bonds shall be structured with a call date not to exceed
seven (7) years from the date of issuance of the refunding Bonds, unless
otherwise approved by the City; and
(e) No Bonds shall be issued having an issuance date more than fifteen (15)
years after the Effective Date without the City's written approval; and
(f) No Bonds shall be issued unless the principal amount of outstanding
Bonds, together with the amount of the proposed Bonds, would be equal to
or less than fifteen percent (15%) of either the certified taxable assessed
valuation or most-current certified estimate of taxable assessed valuation
within the District according to the Denton Central Appraisal District or
its successor.
5.06 Certifications. With respect to any matter required by this Article V to be
certified in writing, this Agreement also requires, and the District hereby warrants, that every
statement in any certification shall be true and correct in all material respects and that the person
signing the certification has been given the requisite authority to do so on behalf'of the District.
5.07 Economic Feasibility. Before submission of an application for approval of
issuance of Bonds to the TCEQ (as and if applicable) or the Attorney General, the District's
financial advisor shall certify in writing to the City Secretary, City Manager, and Finance
Director that the Bonds are being prepared for issuance within the then-current economic
feasibility rules established by the TCEQ for districts issuing bonds for water, sewer, drainage or
road facilities in Denton County.
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5.08 Notice of Bond Issues. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney
General, the District shall deliver to the City Secretary, City Manager, and Finance Director the
certification required by Section 5.07 and Notice containing: a the amount of Bonds
proposed for issuance; (b) a description of the ( ) being
p projects to be funded and/or the Bonds to be
refunded by such Bonds; and (c) the proposed debt service and total District tax rate after
issuance of the Bonds. If the District is not required to obtain TCEQ approval of the issuance of
the Bonds, the District shall deliver such certification and Notice to the City Secretary, City
Manager, and Finance Director at least thirty (30) days prior to issuance of Bonds, except
refunding Bonds, by the District.
5.09 Compliance with Agreements. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ (as and if applicable) or the Attorney
General, the District shall certify in writing to the City Secretary, City Manager, and Finance
Director that the District is not in breach of any material provision of the Consent Resolution,
this Agreement, or the Strategic Partnership Agreement. Material provisions include, but are not
limited to, Sections 5.01, 5.02, 5.04, 5.05, 5.06 and 6.01 and Articles VII and IX of this
Agreement; but exclude Section 6.12 of this Agreement which is not a material provision of this
Agreement for purposes of this Section 5.09.
5.10 Official Statements. Within thirty (30) days after the District closes the sale of
each series of Bonds, the District shall deliver to the City Secretary, City Manager, and Finance
Director a copy of the final official statement for such series of Bonds. If the City reasonably
requests additional information regarding such issuance of the Bonds, the District shall promptly
provide such information at no cost to the City.
5.11 Reimbursement Agreements.
(a) The District shall not enter into agreements with landowners or developers
for reimbursement of costs incurred in connection with the District with a
total reimbursement amount exceeding the Bond Limit Amount.
(b) All agreements entered into by the District with landowners or developers
for reimbursement of costs incurred in connection with the District shall
provide that: (i) the District will not reimburse the landowner or developer
for costs not evidenced by the issuance of Bonds within fifteen (15) years
after the Effective Date; and (ii) the landowner or developer waives all
claims against the City for reimbursement of obligations not evidenced by
the issuance of Bonds within fifteen (15) years after the Eff-ective Date.
(c) The District agrees that any developer reimbursement agreements entered
into by the District in violation of this section shall be void.
(d) To the extent permitted by law, the District hereby indemnifies the City
against any claims pursuant to reimbursement agreements executed in
violation of this section.
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(e) The District shall submit copies of such reimbursement agreements to the
City within 60 days after such agreements are fully executed.
ARTICLE VI
CONSTRUCTION, OPERATION, MAINTENANCE
AND INSPECTION OF DISTRICT FACILITIES
6.01 Infrastructure Standards. All Infrastructure shall be designed and constructed in
compliance with: (a) the Governing Regulations; (b) the rules and regulations, if any, of the
District; and (c) the rules and regulations of TCEQ. In the event of any conflict between the
Governing Regulations and the rules and regulations of the District, the Governing Regulations
shall control unless otherwise agreed in writing by the Development Director. In the event of
any conflict between the Utility Agreement and this Agreement, the Utility Agreement shall
control.
6.02 Additional Construction Standards for Water Utility Infrastructure. The water
utility Infrastructure serving the Property must be constructed using the same type, or a
compatible type, of meters, valves, meter boxes and service lines used by the City for its
municipal water system; provided, however, that automated meter reading ("AMR")-compatible
may be used.
6.03 Plan Review; Payment of Fees; and Pre-Construction Conference. Construction
of Infrastructure shall not commence until (i) final construction plans and specifications have
been reviewed and accepted by the City for compliance with the Governing Regulations; (it a
pre-construction conference has been held by the Contractor, the District's engineerand
designated representatives of the City; and (iii) the applicable City Review Fees have been paid.
At such pre-construction conference, the City shall designate City employees to serve as the
project manager and the project inspector (the "City Inspector"). The City's review of
construction plans and specifications for compliance with the Governing Regulations and
notification of the District of any deficiencies in such construction plans and specifications shall
not be unreasonably delayed.
6.04 Community Facilities Agreements. Construction of Infrastructure shall not
commence until Owner has executed a Communities Facilities Agreement if required by the
CFA Policy. In the event of a conflict between this Agreement and the CFA Policy, this
Agreement will prevail.
6.05 Inspections by Third Party Inspectors. Except as otherwise provided in this
Article VI, inspectors retained and paid for by the District (or by Owner on behalf of the
District) and approved by the City shall perform all inspections and testing of the construction of
Infrastructure for compliance with this Article VI. The District or Owner, as applicable, shall
submit the names, addresses and phone numbers of such inspectors as part of the submittal of
final construction plans and specifications. Construction of Infrastructure shall not commence
until such inspectors have been approved by the City which approval shall not be unreasonably
withheld or delayed. The District shall require all inspectors it retains to provide copies of all
inspection and testing reports to the City Inspector within five (5) business days of the date of the
inspection.
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6.06 Termination of Third Party Inspectors. The City has the right to terminate any
third party inspector retained by the District or Owner pursuant to Section 6.05 if the inspector:
(i) fails to properly perform inspections and testing to ensure construction in compliance with
this Article VI; or (ii) fails to timely provide copies of inspection and testing reports to the City
Inspector. Upon termination of any third party inspector, the City, at its option, may: (i) allow
the use of another approved third party inspector, or (ii) perform all necessary inspections and
testing. Should the City elect to perform inspections and testing pursuant to this Section 6.06,
the City shall perform such inspections and testing for compliance with this Article VI in a
timely manner and the District shall pay the City an inspection fee to reimburse the City for its
reasonable and necessary costs of performing the Infrastructure inspection.
6.07 Inspection by City. The City shall have the right to,charge an Infrastructure
inspection fee for City-conducted inspections and testing only for inspections and testing
performed by the City pursuant to Section 6.06. In such case, the City may charge the City's
prevailing Infrastructure inspection fee applicable to inspections outside the City's corporate
limits. Notwithstanding the foregoing limitation on the City's right to charge an Infrastructure
inspection fee, the City has the right, but not the obligation, to inspect and test the Infrastructure
at any time and to participate in a final inspection of all Infrastructure. The Contractor shall
notify the City Inspector when Infrastructure is ready for final inspection. If the City Inspector
concurs that construction of the Infrastructure is substantially complete, the City Inspector will
schedule a final inspection by the City within 30 days. Upon such final inspection and correction
of any punch list items, written certification by the City Inspector that Infrastructure has been
constructed in compliance with Governing Regulations shall constitute compliance with the
inspection requirements of this Article VI.
6.08 Access by City Employees. Upon prior Notice by the City, any duly authorized
employee of the City bearing proper credentials and identification shall be granted access to any
property of the District within the Property as the City may reasonably determine necessary for
the purpose of inspection and testing of Infrastructure.
6.09 Wastewater Service. Wastewater service shall be provided to the Property in
accordance with the Utility Agreement.
6.10 Water Service. Water service shall be provided to the Property in accordance
with the Utility Agreement.
6.11 Contractors. If any Party engages a Contractor to construct Infrastructure, such
Party shall incorporate the requirements of this Article VI into a written construction contract
with the Contractor. All such contracts shall provide that the City is a third-party beneficiary of
and may enforce such contracts against the Contractor.
6.12 Operation and Maintenance of Infrastructure. The District shall cause all
Infrastructure under the District's control to be operated and maintained in accordance with the
Governing Regulations.
6.13 As-Built Drawings. The District shall deliver mylar as-built drawings for all
Infrastructure to the City Inspector within 30 days after final inspection.
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ARTICLE VII
REPORTING REQUIREMENTS
The District shall: (a) send a copy of each order or other action setting an ad valorem tax
rate to the City Secretary, City Manager, and Finance Director within thirty (30) days after the
District adopts the rate; (b) send a copy of each annual audit (when required to be conducted by
TCEQ rules) to the City Secretary, City Manager, and Finance Director within thirty (30) days
after approval by the Board; and (c) provide copies of any material event notices filed under
applicable federal securities laws or regulations to the City Secretary, City Manager, and
Finance Director within thirty (30) days after filing such notices with the applicable information
repositories.
ARTICLE VIII
AREA OF, AND LIMITATIONS ON, SERVICE
The District shall not sell or deliver services to areas outside the District without prior
City Council approval; provided, however, the District may serve a maximum of ten (10)
equivalent residential water connections outside the District with the Water Director's written
approval.
ARTICLE IX
CONVERSION, ANNEXATION OR DISANNEXATION BY DISTRICT
Except as provided in Article III, the District shall not: (a) annex any additional lands to
the District; (b) convert into another type of district; (c) consolidate with another district; (d)
divide into two or more new districts; or (e) seek additional governmental powers beyond those
described in Chapters 49, 51 and 53 of the Water Code and Section 5.02 of this Agreement
without prior City Council approval.
ARTICLE X
ANNEXATION OF DISTRICT BY CITY
10.01 General Terms. The Parties acknowledge and agree that the Property lies wholly
within the City's ETJ; is not bordered by another city, town, or village; and is not currently
included in the City's annexation plan.
10.02 Incorporation. In furtherance of the purposes of this Agreement, the District
covenants and agrees to the extent allowed by law that, except upon written consent of the City
Council, the District shall not: (a) seek or support any effort to incorporate the Property or any
part thereof, or (b) sign, join in, associate with, or direct to be signed any petition seeking to
incorporate any of the Property or seeking to include any of the Property within the boundaries
of any other incorporated entity.
10.03 Notice. Within thirty (30) days after the Effective Date, the District shall file in
the real property records of Denton County: (a) a notice in the form required by Section 49.-I,;,
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of the Water Code; and (b) a notice in the form of Exhibit D attached to this Agreement stating
that the City has the authority to annex the Property subject to the limitations set forth in Section
10.04.
10.04 Full Purpose Annexation. The City shall not annex the District (or a portion of
the District if permitted by law) for full purposes until on or after the earlier to occur of. (a) the
dissolution of the District (other than as the result of annexation by the City); or (b) 15 years
after the Effective Date of the Development Agreement; provided, however, the City may annex
a portion of the District as needed to connect areas annexed for the limited purpose of collecting
sale and use tax, in accordance with the Strategic Partnership Agreement.
ARTICLE XI
TERM OF AGREEMENT
This Agreement shall be effective from the Effective Date and shall continue in effect
until the District is annexed for full purposes and dissolved by the City or until terminated in
writing by mutual agreement of the City and the District.
ARTICLE XII
BREACH, NOTICE AND REMEDIES
12.01 Notification of Breach. If a 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.
12.02 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 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.
12.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek 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 (except for the right of the
City to terminate as provided in Article XI of this Agreement). 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.
12.04 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 section. The Cite
and the District mutually waiyc their governmental immunity from suit and liability only as to
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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.
ARTICLE XIII
ADDITIONAL PROVISIONS
13.01 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Party to another under this Agreement shall be given in
writing addressed to the Party to be notified at the address set forth below and shall be deemed
given: (a) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (b) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; (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 Party 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
Attn: Planning and Development Director
FAX: 817-392-7985
Agreement Concernim, Operation - Brookfield Pa-e 13
9730 4
s
t
f
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Attorney
FAX: 817-392-8359
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Finance Director
FAX: 817-392-8966
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Transportation and Public Works Director
FAX: 817-392-8092
To the District:
South Denton County Water Control and Improvement
District No. 1
c/o: Crawford & Jordan, LLP
19 Briar Hollow Lane
Suite 245
Houston, Texas 77027
Attn: Chris Jordan
FAX: 214-981-9071
13.02 No Waiver. Any failure by a Party to insist upon strict performance by the 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.
13.03 Governing Law and Venue. THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO
CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY
CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE
THAI` THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF DENTON COUNTY, TEXAS AND AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
Aorccment Concerning Operation - Brookfield Page 14
1)?;o4
i
13.04 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with the City Charter and City Ordinances and all applicable
public meeting and public notice requirements (including, but not limited to, notices required by
the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the
City has been authorized to do so. The District warrants that this Agreement has been approved
by the Board in accordance with all applicable public meeting and public notice requirements
(including, but not limited to, notices required by the Texas Open Meetings Act) and that the
individual executing this Agreement on behalf of the Board has been authorized to do so.
13.05 Severability. The provisions of this Agreement are severable and, in the event
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 provision so severed which new
provision shall, to the extent possible, accomplish the intent of the Parties as evidenced by the
provision so severed.
13.06 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for the City or the District to perform its obligations under this Agreement,
the Parties will cooperate to amend the Agreement in such a manner that is most consistent with
the original intent of the Agreement as legally possible.
13.07 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon the request of any other Party, execute and/or
exchange any other documents necessary to effectuate the terms of this Agreement and perform
any further acts or things as the other Party may reasonably request to effectuate the terms of this
Agreement.
13.08 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of the Agreement.
13.09 Assignment. Neither the District nor the City may assign this Agreement without
the written consent of the other Party.
13.10 Amendment. This Agreement may be amended only with the written consent of
both Parties and with approval of the governing bodies of the City and the District.
13.1 1 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
A,-'reement Concernim, Operation - Brookfield Page 15
9730 4
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.
13.12 Third-Party Beneficiaries. This Agreement is solely for the benefit of the Parties,
and for the benefit of Owner as a third-party beneficiary. Neither the City nor the District
intends by any provision of this Agreement to create any rights in any third-party beneficiaries
other than Owner or to confer any benefit upon or enforceable rights under this Agreement or
otherwise upon anyone other than the City, the District and Owner.
13.13 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 Property
Exhibit B Legal description of the Property
Exhibit C Strategic Partnership Agreement
Exhibit D Annexation Notice
13.14 Conspicuous Provisions. The City and the District acknowledge that the
provisions of this Agreement set out in bold, CAPITALS (or any combination thereof) satisfy the
requirements for the express negligence rule and/or are conspicuous.
13.15 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Agreement Concerning Operation - Brookfield Page 16
97,o-1
ATTEST: CITY OF FORT WORTH
All
By:
o '
Marty Hendrix, ity Secr ° 000
Assistant City Manager
0.1
APPROVED AS TO 170�48'
LEGALITY: ��
0
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0000000 a
Assistan City Attorney'
uOntraci_ Authorization
STATE OF TEXAS
COUNTY OF TARRANT
This instrumen was acknowledged before me, on the
by // day of �(/ f— 2011
Assistant City Manager of the City of Fort Worth,Texas
on behalf of said city,
otary Public �VOW;,4-:14,VI;�5-Z,5 ate of Te
Printed Name:
My Commission Expires:_ 7-10 - 3
[SEAL]
FVONIA DANIELS
�• MY COMMISSION EXPIRES
July 10,2013
OFFICIAL RJTX
CITY SECR
FT. WORT
ngrcement Concerning Operation - Brookfield
Page 17
9730.4
SOUTH DENTON COUNTY WATER CONTROL
AND IMPROVEMENT DISTRICT NO. 1
C.---
yI(-C President, Boa of Direct rs
Date: S to n t 2 , Z 0 C I
STATE OF TEXAS §
COUNTY OF �E-NTON §
by� This instrument was acknowledged before me, on the 22`)I-day of `)ut'1� 2011
?f� f�4r��0������. President, Board of Directors of South Denton County Water Control and
Improvement District No. 1, on behalf of said district.
No y blic, State of Texas
P me Name:
y ommission Expires:
CHRIS JORDAN
[SEA
'' " PAY COMMISSION EXPIRES
Apel 11,2015
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Agreement Concerning Operation - Brookfield Page 18
9730.4
Exhibit A
Map of Property
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�OUN;Y I INF RD. 5
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Exhibit A— Page I
Agreement Concerning Operation
97;O 4
Exhibit B
Legal Description of the Property
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO. 518,
Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to Brookfield
Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records, Denton County, Texas
and being more particularly described as follows:
BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way line of
State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2;
THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a distance
of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at the Southeast
corner of a tract of land described in Deed to Willow Bend 114, recorded in Document Number 2005-
8893, Deed Records, Denton County, Texas;
THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch iron rod
with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block A of WILLOW
SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to the Plat thereof recorded
in Cabinet D, Page 317, Plat Records, Denton County, Texas;
THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a distance
of 13.26 feet to a 1 inch iron rod found at the Southeast corner of a tract of land described in Deed to
Robert B. Logan, recorded in Volume 515, Page 92, Deed Records, Denton County, Texas;
THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch iron rod
found at the Northwest corner of said Tract 1;
THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch iron rod
with a yellow plastic cap stamped "E,C&D" found at the Northeast corner of said Tract 1;
THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch iron rod
with a yellow plastic cap stamped "EC&D" found at the most Easterly Southeast corner of said Tract 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2 inch iron
rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the POINT OF
BEGINNING and containing 231.579 acres of land, more or less.
L.xhibit B Pa,-,e I
A-I-Cement Conccrning, Operation
y'3u d
Exhibit C
Strategic Partnership Agreement
Fxhibit C— Page 1
Agreement Concerning Operation
9730 4
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
THE CITY OF FORT WORTH, TEXAS AND
SOUTH DENTON COUNTY
WATER CONTROL AND IMPROVEMENT DISTRICT NO. 1
STATE OF TEXAS §
COUNTY OF DENTON §
This Strategic Partnership Agreement (this "Agreement") is entered into by the City of
Fort Worth, a home-rule municipal corporation situated in Parker, Tarrant, Denton and Wise
Counties, Texas (the "City"), acting by and through its duly authorized Assistant City Manager,
and South Denton County Water Control and Improvement District No. 1 (the "District"), acting
by and through its duly authorized Board of Directors, under the authority of Section 43.0751 of
the Texas Local Government Code ("Local Government Code").
RECITALS
A. Local Government Code, Section 43.0751 (the "Act"), authorizes the City and a
municipal utility district to negotiate and enter into a strategic partnership agreement by mutual
consent.
B. This Agreement authorizes the City to annex certain tracts of land within the
District that have been or may in the future be designated for commercial use for limited
purposes for the purpose of collecting Sales and Use Tax Revenues within such commercial
tracts and to annex all land within the District for full purposes on terms acceptable to the City
and the District.
C. Pursuant to this Agreement the City will pay to the District an amount equal to a
portion of such Sales and Use Tax Revenues, which may be used to fund the installation and
construction of Infrastructure and for other purposes in accordance with this Agreement.
D. The District and the City acknowledge that this Agreement provides benefits to
each party, including revenue, services and regulatory benefits.
E. The District and the City acknowledge that this Agreement does not require the
District to provide revenue to the City solely for the purpose of obtaining an agreement with the
City to forgo annexation of the District.
NOW TIIEREFORE, 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:
Strategic Partnership Agreement Brookfield Page 1
97322
ARTICLE I
FINDINGS
A. The District is a conservation and reclamation district created by the Texas
Commission on Environmental Quality ("TCEQ"), pursuant to Article XVI, Section 59, of the
Texas Constitution, and Chapters 49 and 51 of the Texas Water Code.
B. On January 4, 2005, the City Council adopted Resolution No. 3157-01-2005
consenting to the creation of the District(the "Consent Resolution").
C. On January 25, 2011, the City Council approved that certain Agreement
Concerning Operation of South Denton County Water Control and Improvement District No. 1
(City Secretary Contract No. , M & C C-24720) (the "Operating Agreement").
D. The District encompasses approximately 231.579 acres, more or less, all of which
are located within Denton County, Texas, and within the extraterritorial jurisdiction of the City,
as shown on Exhibit A and described in Exhibit B attached to this Agreement (the "Property").
E. Brookfield Acquisitions, L.P., a Texas limited partnership ("Owner"), has
represented to the City and the District: that it owns the Property.
F. Owner and the City have entered into the Development Agreement between the
City of Fort Worth, Texas and Brookfield Acquisitions, L.P. for the Brookfield Development
(City Secretary Contract No. , M & C C-24720) governing the Property, which
includes land use and development standards that are designed to produce a quality mixed-use
development and which provides, among other things, that commercial development may occur
on Tract 1, consisting of approximately 5.486 acres, and Tract 2, consisting of approximately
5.825 acres, as shown on Exhibit C and described on Exhibit D attached to this Agreement.
G. The City, Owner, the :District and Aqua Utilities, Inc., doing business as Aqua
Texas, Inc. ("Aqua Texas") have entered into the Agreement Regarding Water and Sewer Utility
Service (City Secretary Contract No. , M & C C-24720) relating to the provision
of water and wastewater service to the Property, certificates of convenience and necessity for the
Property, and construction, ownership, operation and maintenance of water and wastewater
infrastructure to serve the Property (the "Utility Agreement").
H. The City and the District desire to enter into this Agreement providing for limited
purpose annexation of the portions of the Property within which commercial uses may occur for
the purpose of collecting Sales and Use Tax Revenues within the annexed areas in accordance
with Subsection (k) of the Act, and for the sharing of Sales and Use Tax Revenues between the
City and the District.
L The District provided notice of two public hearings concerning the adoption of
this Agreement and the proposed limited purpose annexation of the Original Commercial
Property, as defined below, in accordance with the procedural requirements of the Act.
J. The Board of Directors of the District conducted two public hearings regarding
this A�oreement and the proposed limited purpose annexation of the Original Commercial
Strategic Partnership Agreement Brookfield Pa-e 2
97;2 2
Property, at which members of the public who wished to present testimony or evidence regarding
this Agreement and the proposed limited purpose annexation were given the opportunity to do
so, in accordance with the procedural requirements of the Act on , 20—, at
.m. at and on , 20_, at .m. at_
K. The Board of Directors of the District approved this Agreement on
20_, in open session at a meeting held in accordance with Chapter 551 of the
Government Code.
L. The City provided notice of two public hearings concerning the adoption of this
Agreement and the proposed limited purpose annexation of the Original Commercial Property, in
accordance with the procedural requirements of the Act.
M. The City Council conducted two public hearings regarding this Agreement and
the proposed limited purpose annexation of the Original Commercial Property, at which
members of the public who wished to present testimony or evidence regarding this Agreement
and the proposed limited purpose annexation were given the opportunity to do so, in accordance
with the procedural requirements of the Act on , 20_, at
m., at the City Council Chambers and on , 20_, at
m., at the City Council Chambers.
N. The City Council approved this Agreement on , 20_, in
open session at a meeting held in accordance with Chapter 551 of the Government Code (M & C
), which approval occurred after the Board of Directors of the District approved
this Agreement.
O. All procedural requirements imposed by law for the adoption of this Agreement
have been met.
P. Pursuant to the Utility Agreement, Owner on behalf of the District will construct
or cause to be constructed, certain water and wastewater facilities to serve the Property and
Aqua Texas will provide retail service to the Property until the City elects to become the retail
water and wastewater provider.
Q. In accordance with the requirements of Subsection (p)(2) of the Act, this
Agreement provides benefits to the City and the District, including revenue, services, and
regulatory benefits which are reasonable and equitable with regard to the benefits provided to the
other.
ARTICLE II
DEFINITIONS
"Perms used in this Agreement shall have the following meanings:
"Act" means the Texas Local Government Code, Section 4').075 and any amendments thereto.
Strategic Partnership Agreement — Brookfield Pa(—.e 3
9'32 2
"Additional Commercial Property" means any property within the District Boundaries
designated for commercial use, other than the Original Commercial Property.
"Agreement" means this Strategic Partnership Agreement between the City and the District.
"Board" means the Board of Directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or other
instrument evidencing a proportionate interest in payments, due to be paid by the District, or
(b) any other type of obligation that (1) is issued or incurred by the District under the District's
borrowing power, without regard to whether it is subject to annual appropriation, and (2) is
represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding bonds but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"City" means the City of Fort Worth, Texas, a home rule municipality located in Parker, Tarrant,
Wise, and Denton Counties.
"City Council" means the City Council of the City.
"City Secretary" means the City Secretary of the City.
"City Manager" means the City Manager of the City.
"City Share" means the City's share of Sales and Use Tax Revenues as defined by Section 4.02
of this Agreement.
"Comptroller" means the Comptroller of Public Accounts of the State of Texas.
"Development Agreement" means the Development Agreement between the City of Fort Worth,
Texas and Brookfield Acquisitions, L.P. for the Brookfield Development (City Secretary
Contract No. , M & C C-24720).
"District" means South Denton County Water Control and Improvement District No. 1.
"District Boundaries" means the boundaries of the 231.579-acre tract as shown on Exhibit A and
described on Exhibit B.
"District Confirmation Date" means November 15, 2007.
"District Share" means the District's share of Sales and Use Tax Revenues as defined by
Section 4.02 of this Agreement.
"Effective Date" means the date of adoption of this Agreement by the City.
"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Government Code,
as amended. with the City's ETJ being an unincorporated area presently extending tjce miles
Stiate�,ic Partnership Agreement- Brookfield
Pa
-e a
9732 2
from the City's corporate limits, excluding other incorporated municipalities and their respective
ETJs.
"Finance Director" means the Director of the City's Finance Department.
"Government Code" means the Texas Government Code, as amended.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Property, whether located within or outside
the Property.
"Limited Purpose Annexation Period" means the period commencing on the effective date of the
limited purpose annexation of any Limited Purpose Property and ending upon the full purpose
annexation or disannexation of such property.
"Limited Purpose Property" means the property in the District that is annexed for limited
purposes pursuant to this Agreement, including the Original Commercial Property and any
Additional Commercial Property.
"Local Government Code" means the "Texas Local Government Code, as amended.
"Notice" means notice as defined in Section 8.01 of this Agreement.
"Operation Agreement" means the Agreement Concerning Operation of South Denton County
Water Control and Improvement District No. 1 (City Secretary Contract No.
M & C C-24720) between the City and the District.
"Original Commercial Property" means that certain 5.486-acre tract (Tract 1) and that certain
5.825-acre tract (Tract 2) designated for commercial use in the Development Agreement, as
shown on Exhibit C and described on Exhibit D.
"Owner" means Brookfield Acquisitions, L.P., a Texas limited partnership, its successors and
assigns.
"Party" means, individually, the City or the District, their successors and assigns as permitted by
Section 8.10 of this Agreement.
"Property" means approximately 231.579 acres of land located in Denton County, Texas, as
shown on Exhibit A and described on Exhibit B.
"Sales and Use Tax Revenues" means those revenues received by the City from the sales and use
tax authorized to be imposed by the City on sales consummated at locations within the Limited
Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is not
otherwise controlled or regulated, in whole or in part, by another governmental entity, authority,
or applicable law, ordinance, rule, or regulation. Sales and Use Tax Revenues specifically
exclude those revenues received by the City from the Crime Control District Sales Tax imposed
by the City pursuant to Tax Code Section 323.105 and Local Government Code Section 363.055.
Strategic Partnership n-reement Brookfield pa"�
1)2 2
"Sales and Use Tax Account" means the account established pursuant to Section 4.03 in which
the District deposits the District Share.
"Tax Code" means the Texas Tax Code, as amended.
"Utility Agreement" means that certain Agreement Regarding Water and Sewer Utility Service
between Aqua Texas, the Owner, and the City executed (City Secretary
Contract No. M & C C-24720).
ARTICLE III
ADOPTION OF AGREEMENT AND
LIMITED-PURPOSE ANNEXATION OF ORIGINAL COMMERCIAL PROPERTY
AND ADDITIONAL COMMERCIAL PROPERTY
3.01 Public Hearings. The District and the City acknowledge and agree that prior to
the execution of this Agreement, the governing bodies of the District and the City have
conducted public hearings for the purpose of considering the adoption of this Agreement and that
such hearings were noticed and conducted in accordance with the terms of the Act, this
Agreement, Chapter 551 of the Government Code, and the City's charter.
3.02 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective
the date of adoption of this Agreement by the City.
3.03 Filing in Property Records. The City shall file this Agreement in the Real
Property Records of Denton County, Texas.
3.04 Limited Purpose Annexation of Original Commercial Property. The District and
the City agree that the City may annex all or any portion of the Original Commercial Property
for the limited purpose of collecting Sales and Use Tax Revenues within the Original
Commercial Property pursuant to Subsection (k) of the Act. The District acknowledges that the
City Council may adopt a limited purpose annexation ordinance at a meeting conducted in
accordance with Chapter 551 of the Government Code and further acknowledges that no
additional notices, hearings, or other procedures are required by law in order to approve such
limited purpose annexation.
3.05 Limited Purpose Annexation of Additional Commercial Property. In the event the
location of proposed commercial development within the District is changed or additional
property designated for commercial development is added, the City Council may annex the
Additional Commercial Property for the limited purpose of collecting Sales and Use Tax
Revenues within the Additional Commercial Property pursuant to Subsection (k) of the Act. The
District acknowledges that the City Council may adopt a limited purpose annexation ordinance at
a meeting conducted in accordance with Chapter 551 of the Government Code and further
acknowledges that no additional notices, hearings, or other procedures are required by law to
approve such limited purpose annexation.
3.06 Connections to the City Limits. The District agrees to cooperate with and assist
the City in annexing land within the District for full purposes, as needed to connect the Original
Commercial Property or the Additional Commercial Property to the City limits, provided that no
Strategic Partnership Agreement - Brookfield Pay=e 6
y ;,
such annexation results in dissolution of the District. Each such annexation shall comply with
applicable law, including without limitation Section 43.071 of the Local Government Code. No
area annexed pursuant to this section shall exceed 525 feet in width at its widest point.
Notwithstanding the zoning designation approved for any such annexed area, such area may be
developed and used in accordance with the Development Agreement.
3.07 Consent to Limited Purpose Annexation. THE DISTRICT ON BEHALF OF ITSELF
AND ALL PRESENT AND FUTURE OWNERS OF LAND WITHIN THE DISTRICT BOUNDARIES HEREBY
REQUESTS THAT THE CITY ANNEX THE ORIGINAL COMMERCIAL PROPERTY AND THE
ADDITIONAL COMMERCIAL PROPERTY FOR LIMITED PURPOSES AS PROVIDED IN THIS
AGREEMENT. THE DISTRICT CONSENTS TO SUCH ANNEXATION AND TO THE COLLECTION OF
SALES AND USE TAX REVENUES BY THE CITY WITHIN SUCH LIMITED PURPOSE PROPERTY.
SUCH CONSENT SHALL BIND THE DISTRICT AND EACH OWNER AND FUTURE OWNER OF LAND
WITHIN THE DISTRICT BOUNDARIES.
ARTICLE IV
TAXATION AND PROVISION OF SERVICES
4.01 Collection of Sales and Use Tax Revenues. The City may impose a sales and use
tax within the Limited Purpose Property pursuant to Subsection (k) of the Act. The sales and use
tax shall be imposed on all eligible commercial activities at the rate of one percent or other rate
allowed under future amendments to Chapter 321 of the Tax Code and imposed by the City.
Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section
321.102 of the Tax Code.
4.02 Payment of Sales and Use Tax. In return for the benefits received by the City
pursuant to this Agreement, the City shall pay to the District an amount equal to 50% of the
Sales and Use Tax Revenues collected during the first nineteen (19) years of the Limited Purpose
Annexation Period, and paid to the City as reflected in sales tax reports provided by the
Comptroller to the City. Thereafter, the City shall pay to the District an amount equal to 25% of
the Sales and Use Tax Revenues collected commencing on the first day of the twentieth (20th)
year of the Limited Purpose Annexation Period, and paid to the City as reflected in the sales tax
reports paid by the Comptroller to the City. All amounts payable to the District pursuant to this
Section 4.02 are hereafter referred to as the "District Share" The City shall pay the District
Share within thirty (30) days after the City receives the sales tax report reflecting such revenues
from the Comptroller. Any payment of the District Share not made within such 30-day period
shall bear interest calculated in accordance with Section 2251.025 of the Government Code. The
City shall retain all Sales and Use Tax Revenues that do not constitute the District Share (the
"City Share").
4.03 District Use of Sales and Use Tax Revenues. The District shall deposit the
District Share in a segregated interest-bearing account (the "Sales and Use Tax Account"). The
District shall use funds in the Sales and Use Tax Account in the following order of priority:
(a) Reimbursement for the construction or installation of Infrastructure;
(b) Funding the construction, acquisition or installation of'Infrastructure:
Strate,,ic Partnership Algreement Brookfield Page 7
973?2
(c) Funding for any purpose for which the District may legally expend funds
(including, but not limited to, such items as District bond debt service,
operational costs, and any contract tax obligations); provided, however,
the District shall not fund any such items if the District's ad valorem tax
rate is, or with such funding of any such items would be, less than 90% of
the City's ad valorem tax rate for the previous year; and
(d) Purchasing and retiring any Bond after the tenth anniversary of its
issuance.
4.04 City Use of Sales and Use Tax Revenues. The City may use the City Share for
any lawful purpose; provided, however, it is the City's intent to use the additional 25% share of
the Sales and Use Tax Revenues beginning on the first day of the twentieth (20"') 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.
4.05 Delivery of Sales Tax Reports to District. The City shall include with each
payment of the District Share a condensed version of each sales tax report 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 Tax Revenues collected by the City from the Limited Purpose Property after
the termination date shall be retained by the City and may be used for any lawful purpose.
4.08 City's Maintenance of Records and District's Audit Rights. The District may
audit the Sales and Use Tax Revenues collected by the City to determine whether the District
Share has been paid to the District in accordance with this Agreement. The City shall provide
reasonable accommodations for the District to perform the audit. Any audit shall be made at the
District's sole expense and may be performed at any time during the City's regular business
hours on thirty (30) days Notice to the City. For purposes of any such audits, the City shall
maintain and make available to the District's representatives all books, records, documents and
other evidence of accounting procedures or practices in form sufficiently maintained to reflect
the amount of Sales and Use Tax Revenues received by the City from the Limited Purpose
Property. Notwithstanding the foregoing, however, if any audit conducted by the District reveals
that the District Share has been underpaid by more than two percent (2%), the City shall
reimburse the District for the reasonable cost of the audit.
4.09 District's Maintenance of Records and City's Audit Rights. The City may audit
the Sales and Use Tax Account and the District's expenditures of the District Share to determine
whether the expenditures have been made by the District in accordance with Section 4.03 of this
Agreement. The District shall provide reasonable accommodations for the Cite to perform the
Strategic Partnership Agreement— Brookfield
H
97}22
audit. Any audit shall be made at the City's sole expense and may be performed at any time
during the District's regular business hours on thirty (30) days Notice to the District. For
purposes of any such audits, the District shall maintain and make available to the City's
representatives all books, records, documents and other evidence of accounting procedures or
practices in form sufficiently maintained to reflect deposits to the Sales and Use Tax Account
and expenditures of the District Share. Notwithstanding the foregoing, however, if any audit
conducted by the City reveals that the District has not used the District Share in accordance with
Section 4.03, the District shall reimburse the City for the reasonable cost of the audit.
Furthermore, if such breach is not cured as provided by Article VII, the City may withhold
payments of future Sales and Use Tax Revenues in the amount of the improper expenditures.
ARTICLE V
FULL PURPOSE ANNEXATION
5.01 Full Purpose Annexation. In accordance with the terms of this Agreement and the
Development Agreement, the City shall have the right, but not the obligation, to annex the
Property (or a portion of the Property, to the extent permitted oses on or
ct (other than as a result of annexation by
by law) for full purp
after the earlier to occur of: (a) dissolution of the District
the City); or (b) January 25, 2026, which is fifteen (15) years after the Effective Date of the
Development Agreement.
5.02 Procedure for Full Purpose Annexation. The City and the District acknowledge
that the Property is exempt from inclusion in the City's municipal annexation plan pursuant to
Section 43.052(h)(3)(B) of the Local Government Code. The District hereby consents, on its
behalf and on behalf of all current and future owners of land included within the District
Boundaries, to full purpose annexation of the Property in accordance with the provisions of this
Agreement and the procedure for annexation of areas exempted from the municipal annexation
plan contained in Chapter 43 of the Local Government Code, Subchapter C-1, or, if Subchapter
C-1 is amended or repealed, in accordance with the most comparable annexation procedure. In
the alternative, at City's election, the Property shall be deemed to be within the full-purpose
boundary limits of the City on the full purpose annexation conversion date in accordance with
Section 43.0751 of the Local Govennnent Code. The full purpose annexation conversion date
shall be established by a resolution adopted by the City Council and shall be no earlier than the
first to occur of the events described in Section 5.01.
ARTICLE VI
TERM
This Agreement commences on the Effective Date and continues until the City annexes
the Property for full purposes (subject to the provisions of the Development Agreement). The
provisions of this Agreement relating to the collection of sales and use tax will automatically
terminate with regard to any portion of the Limited Purpose Property upon disannexation or full
Purpose annexation of such property.
Strategic Partnership Agreement— Brookfield
Page 9
97322
a
ARTICLE VII
BREACH, NOTICE AND REMEDIES
7.01 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.
7.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after receipt of Notice of the breach and shall complete the cure
within fourteen (14) calendar days from the date of commencement of the cure; however, if the
breach is not reasonably susceptible to cure by the breaching Party within such fourteen (14) day
period, the non-breaching Party shall not bring any action so long as the breaching Party has
commenced to cure the default within such fourteen (14) day period and diligently completes the
work within a reasonable time without unreasonable cessation of the work.
7.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek any relief
available at law or in equity, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, specific performance, mandamus and injunctive relief, provided,
however, the non-breaching Party shall not be entitled to terminate this Agreement. The Parties
specifically waive any right that they have or in the future may have to terminate this Agreement.
Damages, if any, to which any non-breaching Party may be entitled shall be limited to actual
damages and shall not include special or consequential damages. In addition, the prevailing
party in any such action shall be entitled to reasonable attorney's fees and costs of litigation as
determined in a final, non-appealable order in a court of competent jurisdiction.
ARTICLE VIII
ADDITIONAL PROVISIONS
8.01 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Party to another under this Agreement shall be given in
writing addressed to the Party to be notified at the address set forth below and shall be deemed
given: (a) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (b) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; (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 Party as provided in this section.
Strate_,ic Partnership Agreement Brookfield
Page 10
9732 2
t
r
F
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
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, Texas 76102
Attn: Finance Director
FAX: 817-392-8966
To the District:
South Denton County Water Control and Improvement
District No. 1
c/o: Crawford & Jordan, LLP
19 Briar Hollow Lane
Suite 245
Houston, Texas 77027
Attn: Chris Jordan
FAX: 214-981-9071
8.02 Payments. The City shall forward payments of the District Share to the District at
the address set out in Section 8.01 by regular U.S. Mail or other method of delivery mutually
acceptable to the Parties.
8.03 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any provision of this Agreement shall not be deemed a waiver thereof, and the Party
shall have the right at any time thereafter to insist upon strict performance of any and all of the
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purpose
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
Strate�ic Nailnership A-reement— Brookfield Page I I
y ;>2
8.04 Governing Law and Venue. THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS THEY APPLY TO
CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY
CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE
THAT THIS AGREEMENT IS PERFORMABLE IN DENTON COUNTY, TEXAS AND HEREBY SUBMIT
TO THE JURISDICTION OF THE COURTS OF DENTON COUNTY, TEXAS AND AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
8.05 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with the City Charter and City Ordinances and all applicable
public meeting and public notice requirements (including, but not limited to, notices required by
the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the
City has been authorized to do so.
8.06 Entire Agreement.• $eve_ rability. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements, whether oral or written, covering the
subject matter of this Agreement. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent
possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the
remainder of this Agreement shall remain in full force and effect and shall be interpreted to give
effect to the intent of the Parties.
8.07 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for the City or the District to perform its obligations under this Agreement,
the parties will cooperate to amend this Agreement in such a manner that is most consistent with
the original intent of this Agreement as legally possible.
8.08 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon request of the other Party, execute and/or exchange
any other documents necessary to effectuate the terms of this Agreement and perform any further
acts as the other Party may reasonably request to effectuate the terms of this Agreement.
8.09 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
8.10 Assignability Successors and Assigns. This Agreement shall not be assignable
without the other Party's written consent. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective representatives, successors, and assigns.
8.11 Amendment. This Agreement may be amended only by written agreement with
approval of the governing bodies of the City and the District.
8.12 Interpretation. The Parties acknowledge that each party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of' this Agreement or any amendments or exhibits hereto. As used in this
Strate-ic Partnership Agreement - Brookfield
Page 12
9732 2
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.
8.13 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City
and the District, and neither the City nor the District intends by any provision of this Agreement
to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights
under this Agreement or otherwise upon anyone other than the City and the District.
8.14 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.
8.15 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement
are incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Map of the Property
Exhibit B Legal Description of the Property
Exhibit C Map of Original Commercial Property
Exhibit D Legal Description of Original Commercial Property
8.16 Conspicuous Provisions. The City and the District acknowledge that the
provisions of this Agreement set out in bold, capitals (or any combination thereof) satisfy the
requirements for the express negligence rule and/or are conspicuous.
8.17 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
Strategic Partnership Agreement — Brookfield Page 13
97322
ATTEST: CITY OF FORT WORTH
By:
Marty Hendrix,-City Date: Assistant City Manager
APPROVED AS TO FORM AND
LEGALITY:
Assistant City Attorney
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the day of
20_, by , Assistant City Manager of the City of Fort Worth, Tex
said city. as on behalf of
Notary Public, State of Texas
[SEAL) Printed Name:
My Commission Expires:
Strategic Partnership Agreement —Brookfield
Page 14
9732 2
SOUTH DENTON COUNTY WATER CONTROL
AND IMPROVEMENT DISTRICT NO. 1
By:
President, Board of Directors
Date:
STATE OF TEXAS §
COUNTY OF §
by
This instrument was acknowledged before me, on the_ day of 20
, President, Board of Directors of South Denton County Water Control and
Improvement District No. 1, on behalf of said district.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
[SEAL]
Strategic Partnership Aoreement _ Brookfield
Page I
9732 2
Exhibit A
Map of the Property
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Strategic Partnership Agreement E3roExhibit A — Page I
Afield
97322
Exhibit B
Legal Description of Property
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records,
Denton County, Texas and being more particularly described as follows:
BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way
line of State Highway No. 114, a 100 foot right-of-way, at the Southeast corner of said Tract 2;
THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a
distance of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at
the Southeast corner of a tract of land described in Deed to Willow Bend 114, recorded in
Document Number 2005-8893, Deed Records, Denton County, Texas;
THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block
A of WILLOW SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to
the Plat thereof recorded in Cabinet D, Page 317, Plat Records, Denton County, Texas;
THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a
distance of 13.26 feet to a I inch iron rod found at the Southeast corner of a tract of land
described in Deed to Robert B. Logan, recorded in Volume 515, Page 92, Deed Records, Denton
County, Texas;
THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch
iron rod found at the Northwest corner of said Tract 1;
THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "EC&D" found at the Northeast corner of said Tract 1;
THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "EC&D" found at the most Easterly Southeast corner
of said Tract 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the
POINT OF BEGINNING and containing 231.579 acres of land, more or less.
Exhibit B - Page I
Strategic Partnership Agreement Brookfield
9732 2
Exhibit C
Map of Original Commercial Property
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Strate is Partnership q� 1=xhibit C— Pa,,e 1
p , reement - Brookfield
9732.2
Exhibit D
Legal Description of Original Commercial Property
TRACT 1
5.486 ACRES
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being part of a tract of land described as Tract 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records,
Denton County, Texas and being more particularly described as follows:
BEGINNING at a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set in the North
right-of-way line of State Highway No. 114, a 100 foot right-of-way, at the Southwest corner of
said Tract 2, said point being North 89 degrees 31 minutes 05 seconds West, a distance of
1,026.70 feet from a concrete monument found at the Southeast corner of said Tract 2
THENCE North 00 degrees 19 minutes 46 seconds East, along the West line of said Tract 2, a
distance of 686.80 feet to a point for corner;
THENCE South 57 degrees 04 minutes 50 seconds East, leaving said West line, a distance of
417.13 feet to a point for corner;
THENCE North 70 degrees 37 minutes 46 seconds East, a distance of 56.90 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE South 10 degrees 30 minutes 54 seconds East, a distance of 97.38 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE South 79 degrees 29 minutes 06 seconds West, a distance of 10.00 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE South 10 degrees 30 minutes 54 seconds East, a distance of 84.56 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner at the beginning of a curve to
the right having a central angle of 10 degrees 59 minutes 49 seconds, a radius of 420.00 feet and
a chord bearing and distance of South 05 degrees 00 minutes 59 seconds East, 80.49 feet;
THENCE Southerly, along said curve to the right, an arc distance of 80.61 feet to a 1/2 inch iron
rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE South 00 degrees 28 minutes 55 seconds West, a distance of 21 1.75 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE South 45 degrees 28 minutes 55 seconds West, a distance of 14.14 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner in the North right-of-way line
of said State Highway No. 1 14
Strategic Partnership Agreement - Brookfield Exhibit D - Page 1
9732 2
THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a
distance of 426.33 feet to the POINT OF BEGINNING and containing 5.486 acres of land,
more or less.
TRACT 2
5.825 ACRES
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO.
518, Denton County, Texas and being part of a tract of land described as Tract 1 and 2 in Deed to
Brookfield Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records,
Denton County, Texas and being more particularly described as follows:
BEGINNING at a concrete monument found in the North right-of-way line of State Highway
No. 114, a 100 foot right-of=way, at the Southeast corner of said Tract 2, said point being South
89 degrees 31 minutes 05 seconds East, a distance of 1,026.70 feet from a 1/2 inch iron rod with
a yellow plastic cap stamped "DAA" set at the Southwest corner of said Tract 2;
THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a
distance of 500.37 feet to a 60D set for corner;
THENCE North 44 degrees 31 minutes 05 seconds West, leaving said North right-of-way line, a
distance of 14.14 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set for
corner;
THENCE North 00 degrees 28 minutes 55 seconds East, a distance of 211.75 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner at the beginning of a curve to
the left having a central angle of 10 degrees 59 minutes 49 seconds, a radius of 500.00 feet and a
chord bearing and distance of North 05 degrees 00 minutes 59 seconds West, 95.82 feet;
THENCE Northerly, along said curve to the left, an arc distance of 95.97 feet to a 1/2 inch iron
rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE North 10 degrees 30 minutes 54 seconds West, a distance of 84.56 feet to a point for
corner;
THENCE South 79 degrees 29 minutes 06 seconds West, a distance of 10.00 feet to a point for
corner;
THENCE North 10 degrees 30 minutes 54 seconds West, a distance of 106.72 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE North 70 degrees 37 minutes 46 seconds East, a distance of 1 16.17 Leet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
Strategic Partnership Agreement- Brookfield Exhibit D - Page 2
9732.2
LL
THENCE North 88 degrees 03 minutes 48 seconds East, a distance of 89.87 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped "DAA" set for corner;
THENCE South 65 degrees 01 minutes 18 seconds East, a distance of 400.62 feet to a 1/2 inch
iron rod with a yellow plastic cap stamped DAA set for corner in the East line of said Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, passing the Northeast corner of said
Tract 2 at a distance of 6.97 feet and continuing for a total distance of 380.14 feet to the POINT
OF BEGINNING and containing 5.825 acres of land, more or less.
Strate-ic Partnership A-reement - Brookfield Exhibit D- Page 3
9732.2
Exhibit D
Annexation Notice
STATE OF TEXAS §
COUNTY OF DENTON §
NOTICE CONCERNING ANNEXATION AND SERVICES
The real property described in Exhibit A attached hereto and incorporated herein is
located in South Denton County Water Control and Improvement District No. 1 (the "District").
The District is located wholly within the extraterritorial jurisdiction of the City of Fort Worth.
The City does not impose property taxes within the District and is not required by state law to
provide police protection, fire protection, road maintenance or any other municipal services to
the District.
of: The City of Fort Worth may annex the District for full purposes upon the earliest to occur
(1) Dissolution of the District; or
(2) January 25, 2026.
For additional information concerning potential annexation of the District, contact the
City of Fort Worth Planning and Development Director.
SOUTH DENTON COUNTY WATER CONTROL AND
IMPROVEMENT DISTRICT NO. 1
By:
Name printed:
Title:
Exhibit D - Paoe I
A�rerment Cuncernin�� Operation
9730 4
STATE OF TEXAS S
s
COUNTY OF §
This instrument was acknowledged before me, on the_ day of
by , President, Board of Directors of South Denton Count Water C 20
Improvement District No. 1, on behalf of said district. y ontrol and
Notary Public, State of Texas
Printed Name:
My Commission Expires:
[SEAL]
After recording, return to:
Water Director
City of Fort Worth
1000 Throckmorton
Fort Worth, TX 76102
Exhibit D— Page 2
A-reement Cunrernin,) o
� Aeration
9730 4
Exhibit A
BEING a tract of land located in the WILLIAM C. HALLMARK SURVEY, ABSTRACT NO. 518,
Denton County, Texas and being all of a tract of land described as Tract 1 and 2 in Deed to Brookfield
Acquisitions, L.P., recorded in Document Number 2007-45036, Deed Records, Denton County, Texas
and being more particularly described as follows:
BEGINNING at a concrete monument with a 1/2 inch iron rod found in the North right-of-way line of
State Highway No, 114, a 100 foot right-of--way, at the Southeast corner of said Tract 2;
THENCE North 89 degrees 31 minutes 05 seconds West, along said North right-of-way line, a distance
of 1,026.70 feet to a 1/2 inch iron rod with a yellow plastic cap stamped "DAA" set at the Southeast
corner of a tract of land described in Deed to Willow Bend 114, recorded in Document Number 2005-
8893, Deed Records, Denton County, Texas;
THENCE North 00 degrees 19 minutes 46 seconds East, a distance of 2,518.47 feet to a 1/2 inch iron rod
with a yellow plastic cap stamped "5439" found at the Northeast corner of Lot 13, Block A of WILLOW
SPRINGS SUBDIVISION, an Addition to Denton County, Texas according to the Plat thereof recorded
in Cabinet D, Page 317, Plat Records, Denton County, Texas;
THENCE South 89 degrees 59 minutes 13 seconds West, along the North line of said Lot 13, a distance
of 13.26 feet to a 1 inch iron rod found at the Southeast corner of a tract of land described in Deed to
Robert B. Logan, recorded in Volume 515, Page 92, Deed Records, Denton County, Texas;
THENCE North 00 degrees 14 minutes 58 seconds East, a distance of 1,563.70 feet to a 3/8 inch iron rod
found at the Northwest corner of said Tract 1;
THENCE South 89 degrees 28 minutes 37 seconds East, a distance of 3,160.54 feet to a 1/2 inch iron rod
with a yellow plastic cap stamped "EC&D" found at the Northeast corner of said Tract 1;
THENCE South 00 degrees 15 minutes 25 seconds East, a distance of 2,753.84 feet to a 1/2 inch iron rod
with a yellow plastic cap stamped "EC&D" found at the most Easterly Southeast corner of said Tract 1;
THENCE North 89 degrees 36 minutes 34 seconds West, a distance of 2,150.81 feet to a 1/2 Inch Iron
rod with a yellow plastic cap stamped "EC&D" found at an inner ell corner of said Tract 1;
THENCE South 00 degrees 08 minutes 43 seconds West, a distance of 1,322.76 feet to the POINT OF
BEGINNING and containing 231.579 acres of land, more or less.
Lxhibit D- Pare 3
Agreement Concerning Operation
9730 4
M&C Review
• Page 1 of
Official site of the City of Fort Worth,Texa:
CITY COUNCIL AGENDA FORT WORTH
�r
COUNCIL ACTION: Approved on 1/25/2011
DATE: 1/25/2011 REFERENCE NO.: C-24720 LOG NAME: 60BROOKFIELD
CODE. C TYPE: NOW PUBLIC
CONSENT HEARING: NO
SUBJECT: Authorize the Execution of the Strategic Partnership Agreement, Development Agreement,
Agreement Concerning Operation of South Denton County Water Control and
Improvement District No. 1 and Agreements Concerning Water and Wastewater Utility
Service for the Brookfield Development Located Contiguous to State Highway 114 in the
Extraterritorial Jurisdiction of the City of Fort Worth
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager or a designee to execute the
following agreements:
1. Strategic Partnership Agreement between the City and South Denton County Water Control
Improvement District No. 1; and
2. Development Agreement between the City and Brookfield Acquisitions, L.P.;
3. Agreement Concerning Operation of the District between the City and the South Denton County
Water Control and Improvement District No. 1
4. Water and Wastewater Utility Service Agreement between the City, South Denton County Water
Control and Improvement District No. 1, Brookfield Acquisition L.P., and Aqua Utilities, Inc.;
5. Wholesale Water Service Agreement between the City and Aqua Utilities, Inc.;
6. Buy-Out Option Contract between the City, Aqua Utilities, Inc., Brookfield Acquisition L.P., South
Denton County Water Control and Improvement District No. 1
7. Wholesale Wastewater Service Agreement between the City and Aqua Utilities, Inc.
DISCUSSION:
Brookfield owns and intends to develop approximately 231 acres in Fort Worth's extraterritorial
jurisdiction as a mixed use development (the Development). The property fronts on State Highway
114 and is in Aqua Utilities, Inc.'s, water certificate of convenience and necessity (CCN). The
property is in South Denton County Water Control and Improvement District (District) created by
order of the Texas Commission on Environmental Quality dated April 19, 2007. The City Council
consented to creation of the District by adoption of Resolution No.3157-01-2005 on January 4, 2005.
The District and Brookfield have requested the City to consent to the issuance of bonds by the District
to fund roads to serve the Development and have asked the City to provide water service to the
Development in order to provide fire protection for residents. As consideration for approval of the
documents listed above, Brookfield will extend 4.3 miles of 24-inch and 30-inch off-site water mains
and 4.7 miles of 24 inch off-site sewer mains to connect the Development to the City's water and
wastewater systems. The facilities will be constructed to City standards and will be over-sized at
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Brookfield's expense, to serve other proposed developments in the area, subject to reimbursement
pursuant to City policies. The Development will also be subject to City land use and development
regulations.
The documents, which are available for public inspection and copying in the City Secretary's Office,
can be summarized as follows:
The Strategic Partnership Agreement authorizes the City to annex property within the Development
designated for retail development for the limited purpose of imposing sales and use tax. The
agreement provides that the City and the District will divide the sales tax proceeds equally for the first
19 years. The City's share will increase to 75 percent commencing in year 20.
The Development Agreement provides for the enforcement of municipal building codes and
establishes land use and development regulations for the Development.
The Agreement Concerning Operation of the District establishes conditions for operation of the
District, including conditions on issuance of bonds and requirements to provide information
concerning the District to the City.
The four remaining agreements identified as items 4 through 7 above relate to utility service for the
Development. Aqua Utilities, Inc., (Aqua Utilities) will provide the retail water and wastewater service
to customers within the Development. Aqua Utilities will provide wholesale water and wastewater
agreement for the first 190 residences constructed in the Development. Commencing with the 191 st
residence constructed, the City will sell treated water service and wastewater service to Aqua Utilities
on a wholesale basis. The City has the option to purchase the water and wastewater facilities in the
Development from Aqua Utilities for$10, and to obtain the CCN for the Development and become the
retail water and wastewater provider for the Development at any time after 17 years after the
Development is connected to Fort Worth's water system.
The Infrastructure and Transportation Committee received a presentation concerning the
Development on October 12, 2010 and recommended approval of the documents.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that this action will have no material effect on
City funds.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: S. Frank Crumb (8207)
Additional Information Contact: Paul Bounds (8567)
ATTACHMENTS
60Brookfield WCID-FWSD_ITC-10-7-2010.pt
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