RE 2021-1109.2 ILA: Dallas County Irrigation District No. 1
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, APPROVING AN INTERLOCAL GOVERNMENT
AGREEMENT, BY AND BETWEEN THE CITY OF COPPELL AND
DALLAS COUNTY IRRIGATION DISTRICT NO. 1, FOR THE
CONVEYANCE OF THE NORTHLAKE DAM SITE AND ASSIGNMENT
OF THE MAINTENANCE AND DEVELOPMENT AGREEMENT FOR
NORTHLAKE WATER STORAGE TRACTS, WHICH IS ATTACHED
HERETO AND INCORPORATED HEREIN AS EXHIBIT ‘A’; AND
AUTHORIZING THE MAYOR TO EXECUTE THE INTERLOCAL
AGREEMENT AND CONVEYANCE OF SAID TRACTS AND
AUTHORIZING THE CITY MANAGER TO EXECUTE THE
ASSIGNMENT OF THE MAINTENANCE AND DEVELOPMENT
AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, City of Coppell has sold and conveyed the water storage tract at the
Cypress Waters Development and the Dallas Irrigation District No. 1 desires to enter into an
Interlocal Agreement and Assignment and Assumption of Maintenance and Development
Agreement; and
WHEREAS, the City of Coppell, has previously enter into an Agreement to transfer the
dam tract to Dallas County Irrigation District upon its formation; and,
WHEREAS, said District was approved and created by the Dallas County
Commissioners Court on September 21, 2021; and,
WHEREAS, the City Council of the City of Coppell finds it to be in the public interest to
enter, conveyance and finalize the transfer and enter into such Agreements.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1. That the City Council of the City of Coppell, Texas hereby approvesthe
Interlocal Government Agreement by and between the City of Coppell and Dallas County Irrigation
District No. 1, for the conveyance of the Northlake Dam site and Assignment of the Maintenance
and Development Agreement for Northlake water storage tracts, which is attached hereto and
incorporated herein as Exhibit ‘A’; and, the Mayor is authorized to execute the Interlocal
Agreement and conveyance of said tracts; and, the City Manager is authorized to execute the
Assignment of the Maintenance and Development Agreement.
SECTION 2. That this Resolution shall become effective immediately from and after its
passage.
TM 125804
INTERLOCAL AGREEMENT BETWEEN
CITYOF COPPELL AND DALLAS COUNTY IRRIGATION DISTRICTNO. #1
THIS AGREEMENT (“Agreement”) is made and entered into by and between DALLAS
COUNTY IRRIGATION DISTRICTNO. #1 (the “DISTRICT”), an irrigation district
organizedby order of the Dallas County Commissionersgranting a petition for formation
pursuant toChapter58, TexasWaterCode,andCITYOFCOPPELL(the “CITY”), a Texas
home rule municipal corporation and shall be effective on the date signed by the last of the
parties to sign (the “EffectiveDate”).
RECITALS
WHEREAS, Northlake (herein so called), a reservoir located adjacent to the citylimits of Coppell,
is an invaluable resource for irrigation, open space, and recreation for the surrounding community,
including the community known as “Cypress Waters.”
WHEREAS, created as a cooling lake for a now-dismantled electric generating station, Northlake
seasonally suffers evaporative loss, reducing the lake pool elevation and lake size, depreciating the
lake’s resource value.
WHEREAS, inundation limits the utilization of and access to the property underlying the waters
of Northlake.
WHEREAS, CITY, as the previous owner of Northlake, acquired ownership of the dam serving
such reservoir(the “Northlake Dam”)as well as adjacent land bounding the north shore of
Northlake. In conjunction with such ownership, CITYentered into that one certain Amended and
Restated Northlake Agreement on or about August 2, 2013, by and between CITYand parties
associated with the Cypress Waters developer (the “Cypress Waters Group”) and under that
agreement, assumed various duties, including maintaining the pool elevation of Northlake
resulting from evaporative loss. The ongoing costs of lake pool and dam maintenance are
burdensome to the CITY, effectively imposing the cost of preserving acommunity asset outside
the city limits to CITY taxpayers.
WHEREAS, Cypress Waters Group and CITYhave mutually determined that lake maintenance
and irrigation relying on waters impounded in Northlake can be more efficiently handled if
Cypress Waters Group members assumesuch duty, and conditioned on CITY’s transfer of (i)
Northlake ownership to a Cypress Waters affiliate, and (ii) the Northlake Dam ownership to
DISTRICT. The Coppell CityCouncil has determined that divesting Northlake and securing a
release of future obligations under the Amended and Restated Northlake Agreement benefits the
CITY by ensuring professional maintenance of Northlake Dam, community-based funding of such
maintenance, and eliminating financial burdens on the CITY.
WHEREAS, CITY transferred the ownership of Northlake and the adjacent land bounding the
north shore to Cypress Waters Group affiliates onSeptember 28, 2021, and obtained a release of
its future obligations under the Amended and Restated Northlake Agreement.
i_9634785v.6
WHEREAS, DISTRICT was formed pursuant to Order 2021-0976 of the Dallas County
Commissioners Court dated September 21,2021, granting the landowner petition for formation of
the DISTRICT. DISTRICT was formed primarily to deliver untreated water for irrigation and to
provide for the drainage of lands and such other functions incidental to the accomplishment of
such purposes. Assuming dam maintenance at Northlake will have the additional public benefit
of preserving the integrity of the dam and spillway through a governmental unit dedicated to the
purpose.
WHEREAS, DISTRICT ownership and control of Northlake Dam is therefore essential to
accomplishing DISTRICT’s primary purpose.
NOW, THEREFORE, in consideration of the premises and mutual promises and covenants
contained herein to be performed by the parties, DISTRICT and CITY agree as follows:
ARTICLE I
CITY’S OBLIGATIONS
1.01 Northlake Dam Property. Convey the Northlake Dam Property to DISTRICTin
consideration of the mutual promises documented in this Agreement. The Northlake Dam
Property (herein so-called) is more particularly described on Exhibit A attached to this Agreement
and incorporated herein by reference.
1.02 Maintenance and Development Agreement. CITY entered into that certain
Maintenance and Development Agreement (the “Maintenance Agreement”) with the purchaser of
Northlake, CW Rock Bottom Partners, Ltd., and Cypress Waters Group, attached to this
Agreement as Exhibit B and incorporated herein by reference. The Maintenance Agreement
provides for DISTRICT’s assumption thereof upon acquisition of title to the Northlake Dam. The
duties of Northlake Dam maintenance described in the Maintenance Agreement are collectively
referred to herein as “Dam Administration.”
1.03 Funding of Maintenance Reserve. Contemporaneous with DISTRICT’s acceptance
of the conveyance of the Northlake Dam Property, CITYwill fund, or arrange for the one-time
funding of a maintenance reserve in the amount of $200,000.00 for DISTRICTuse in fulfilling
DISTRICT’s obligations under the MaintenanceAgreement with respect to Dam Administration.
CITY has contracted with private parties who have committed to the funding of such maintenance
reserve, and has induced Cypress Waters Group to fund such maintenance reserve in accordance
with the terms of the Maintenance Agreement.
ARTICLE II
DISTRICT OBLIGATIONS
2.01 Northlake Dam Property. Accept conveyance of the Northlake Dam Property from
CITY in consideration of the mutual promises documented in this Agreement.
2.02 Maintenance and Development Agreement.At the time of the conveyance of the
Northlake Dam Property, assume and agree to perform the CITY’s duties under the Maintenance
Agreement, including, without limitation, the duties of Dam Administration.
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ARTICLE III
TERMINATION
3.01 Term. If CITY has not delivered its deed conveying Northlake Dam to DISTRICT
by December 31, 2021, this Agreement shall terminate unless extended by mutual agreement of
the parties.
3.02 Notice and Grace. If either Party believes the other is in default of this
Agreement, the non-defaulting Party shall provide written notice to the other, specifying the
basisforsuchdefault,andallowing the defaulting party 30 days from receipt of the notice to
cure the default.
3.03 Remedies. In the event of default by either party that is not cured within such
period, should a court of competent jurisdiction determine the CITY's or DISTRICT's
immunity from suit is waived in any manner other than as provided in Subchapter I of Chapter
271, TEXAS LOCAL GOVERNMENTCODE, as amended, the CITYandDISTRICT hereby
acknowledge and agree that in a suit against either Party for breach of this Agreement:
(a) The total amount of money awarded is limited to actual damages in an
amount not to exceed the balance due and owed by either Party under this Agreement;
(b) The recovery of damages against either Party may not include
consequential damages or exemplary damages;
(c) Neither Party may recover attorney's fees; and
(d) Neither Party is entitled to specific performance or injunctive relief
against the other Party.
ARTICLE IV
GENERAL TERMS
4.01 Notice. Notices by or to either Party provided under this Agreement shall be in
writing and delivered to the addresses shown below.
If to DISTRICT: If to CITY:
________________________ Mike Land,
DISTRICT Executive Officer CITY Manager
Mailing Address: Mailing Address:
255 E Parkway Blvd
Coppell, TX 75019
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COPY TO: COPY TO:
Charles C. Jordan Robert E. Hager, City Attorney
Carrington, Coleman, Sloman & Blumenthal, Nichols, Jackson, Dillard, Hager & Smith, LLC
LLP 500 N. Akard, Suite 1800
901 Main Street, Suite 5500 Dallas, Texas 75201
Dallas, Texas 75202
The above contact information may be modified in writing by a Party on behalf of that
Party without requiring an amendment to this Agreement.
4.02 Contractual Relationship. It is understood and agreed that the relationship
describedinthis Agreementbetweenthepartiesiscontractualinnatureandisnottobe
construed to create a partnership of joint venture or agency relationship between the parties.
Nor shall any party be liable for any debts incurred by the other party in the conduct of such
other party's business or functions.
4.03 Compliance with Regulations. During the performance of this Agreement, each
party, for itself, its assignees, and successors agrees to comply with all applicable local, state,
and federal regulations.
4.04 No Third-Party Beneficiaries. Nothing in this Agreement shall be construed as
creating any liability in favor of any third party against DISTRICT or CITY. Additionally,
this Agreement shall not ever be construed as relieving any third party from any liability to
DISTRICT or CITY.
4.05 Assignment. Neither Party shall assign this Agreement in whole or in part
without first obtaining written consent from the other Party, which may be withheld for any
reason.
4.06 Responsibility. DISTRICT and CITY agree that each shall be responsible for
the acts or omissions of its officials, officers, employees or agents as provided by Texas law,
in the performance of this Agreement.
4.07 Immunity Retained. Nothing contained in this Agreement shall be construed as
constituting a waiver of the CITY’s or DISTRICT’s governmental immunity from suit or
liability, which is expressly reserved to the extent allowed by law.
4.08 Captions. The captions, headings, and arrangements used in this Agreement
are for convenience only and shall not in any way affect, limit, amplify, or modify its terms
and provisions.
4.09 Governing Law and Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of Texas. The Parties agree venue shall lie in Dallas
County, Texas.
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4.10 Number and Gender. Whenever used herein, unless the context otherwise
provides, the singularnumbershallinclude theplural,thepluralthesingular,and theuseof
any gender shall include all other genders.
4.11 Severability and Legal Construction. In the event any one or more of the
provisions contained in this Agreement shall be for any reason held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision(s) hereof, and this Agreement shall be revised so as to cure such invalid,
illegal, or unenforceable provision(s) to carry out as near as possible the original intent of the
Parties.
4.12 Merger and Amendment. This instrument constitutes the entire agreement of
the Parties with respect to the matters contemplated herein and supersedes any prior dealings
between the Parties on this subject matter. This Agreement may be modified or amended only
in writing, signed by both Parties.
4.13 Nondiscrimination. In its performance of this Agreement, DISTRICT and the
CITY each warrant that it shall not discriminate against any person on account of race, color,
religion, national origin, sex, age, disability, genetic information, veteran status, sexual
orientation, gender identity or any other characteristic protected by law.
4.14 No Waiver. Neither of the Parties shall be deemed, by any act or omission, to
have waived any of its rights or remedies hereunder unless such waiver is in writing and signed
by the waiving Party, and then only to the extent specifically set forth in such writing. A
waiver with reference to one event shall not be construed as continuing or as a bar to or waiver
of any right or remedy as to a subsequent event.
4.15Authorization to Act. By their signatures below, the representatives of the
DISTRICT and CITY state that they are authorized to enter into this Agreement. The
DISTRICT and CITY will each provide documentation that this Agreement has been
authorized by its respective governing body.
\[SIGNATURE PAGE TO FOLLOW\]
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21by authority of Coppell City Council
EXECUTED this _____ day of November, 20
Resolution No. 2020 - ________________, approved on __________________, 2021.
CITYOF COPPELL
By:
Name:
Title:
Attest:
CITY Secretary
Approved as to Form:
CITY Attorney
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EXECUTED this _____ day of November, 2021 by authority of DISTRICT Board
Resolution No. _________________ adopted on _______________:
DALLAS COUNTY IRRIGATION DISTRICT
NO. #1
By:
Name:
Title:
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EXHIBIT A
Northlake Dam Property
47.01 Acre Tract, save and except 1.02 acres
BEING a tract of land situated in the Jacob G. Carlock Survey, Abstract No. 312, the Greenberry
Hendricks Survey (a.k.a. Grandbury Hendricks) Abstract No. 630, the Francis Jones Survey,
Abstract No. 674, City of Dallas, Dallas County, Texas and being all of a called 39.638 acre tract
of land described in the Special Warranty Deed and right of First Refusal Agreement, recorded in
Instrument No. 201300273238, Official Public Records of Dallas County, Texas; and part of a
called 362.4110 acre tract of land described as “Storage Tract A” and part of a called 21.7155 acre
tract of land described as “East Tract 1B” in General Warranty Deed to the City of Coppell,
recorded in Instrument No. 20080370218, Official Public Records of Dallas County, Texas; and
being more particularly described as follows:
BEGINNING at the easternmost northeast corner of said 39.638 acre tract, at the northwest corner
of Grand Estates at Northlake Hills – Phase II, an addition to the City of Irving, Texas according
to the plat thereof recorded in Volume 2005041, Page 158, Official Public Records of Dallas
County, Texas and in the south line of Block C of South Haven Addition, an addition to the City
of Irving, Texas according to the plat thereof recorded in Instrument No. 201800020024, Official
Public Records of Dallas County, Texas;
THENCE with the west line of said Grand Estates at Northlake Hills – Phase II, South 0°22'32"
East, a distance of 1102.37 feet to a point for corner at the northeast corner of a called 19.82 acre
tract of land described as “North Tract, Tract 1” in the Special Warranty deed to Billingsley Pin
Oak Partners, Ltd., recorded in Instrument No. 201700078162, Official Public Records of Dallas
County, Texas;
THENCE with the north line of said 19.82 acre tract, South 89°59'58" West, a distance of 474.47
feet to a point for corner at the northernmost northwest corner of said 19.82 acre tract;
THENCE with the northwest line of said 19.82 acre tract, the following courses and distances:
South 32°55'15" West, a distance of 466.04 feet to a point for corner;
North 90°00'00" West, a distance of 276.70 feet to the westernmost northwest corner of
said 19.82 acre tract;
THENCE over and across said 362.4110 acre tract, the following courses and distances:
North 26°27'29" East, a distance of 167.29 feet to a point for corner;
North 10°56'03" West, a distance of 94.42 feet to a point for corner;
North 31°18'56" East, a distance of 126.07 feet to a point for corner;
North 11°23'50" East, a distance of 76.40 feet to a point for corner;
North 25°35'22" West, a distance of 2044.79 feet to a point in the north line of said
362.4110 acre tract and the south line of a called 81.85 acre tract of land described in the
Special Warranty Deed to Oncor Electric Delivery Company LLC, recorded in Instrument
No. 201600174471, Official Public Records of Dallas County, Texas;
THENCE with said north line of the 362.4110 acre tract and the south line of said 81.85 acre tract,
the following courses and distances:
South 88°50'43" East, a distance of 18.64 feet to a point for corner;
South 86°56'53" East, a distance of 21.97 feet to a point for corner;
South 78°51'41" East, a distance of 23.71 feet to a point for corner;
South 62°14'27" East, a distance of 21.45 feet to a point for corner;
South 51°01'23" East, a distance of 7.31 feet to the northeast corner of said 362.4110 acre
tract and the northwest corner of said 39.638 acre tract;
THENCE continuing with the south line of said 81.85 acre tract and the north line of said 39.638
acre tract, South 89°57'08" East, a distance of 879.92 feet to a point in the west line of said Block
C, South Haven Addition, at the southeast corner of said 81.85 acre tract and the northernmost
northeast corner of said 39.638 acre tract;
THENCE with the west line of said Block C and the east line of said 39.638 acre tract, the
following courses and distances:
South 0°34'34" East, a distance of 167.73 feet to a point for corner;
South 30°25'38" East, a distance of 676.26 feet to a point for corner;
South 89°32'29" East, a distance of 430.58 feet to the POINT OF BEGINNING and
containing 47.0128 acres of land.
Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North
American Datum of 1983.
SAVE AND EXCEPT THE FOLLOWING 1.02 ACRES:
BEING a tract of land situated in the Jacob G. Carlock Survey, Abstract No. 312, City of Dallas,
Dallas County, Texas and being part of a called 362.4110 acre tract of land described as “Storage
Tract A” in the General Warranty Deed to the City of Coppell, recorded in Instrument No.
20080370218, Official Public Records of Dallas County, Texas, and part of a called 39.638 acre
tract of land described in the Special Warranty Deed to the City of Coppell, recorded in Instrument
No. 201300273238, Official Public Records of Dallas County, Texas and being more particularly
described as follows:
COMMENCING at the southwest corner of Lot 5X, Block C of South Haven Addition, an
addition to the City of Irving, Texas according to the plat thereof recorded in Instrument No.
201800020024, Official Public Records of Dallas County, Texas;
THENCE with the west line of said Block C, the following courses and distances:
North 30°25’38” West, a distance of 676.26 feet to a point for corner;
North 0°34’34” West, a distance of 167.73 feet to a point for corner at the southeast corner
of a called 81.85 acre tract of land described in the Special Warranty Deed to Oncor Electric
Delivery Company LLC, recorded in Instrument No. 201600174471, Official Public
Records of Dallas County, Texas;
THENCE with the south line of said 81.85 acre tract, North 89°57’08” West, a distance of 849.99
feet to the POINT OF BEGINNING;
THENCE departing said south line, over and across said 39.638 acre tract and said 362.4110 acre
tract, the following courses and distances:
South 41°59'56" East, a distance of 30.56 feet to a point for corner;
South 30°29'07" East, a distance of 30.17 feet to a point for corner;
South 25°35'21" East, a distance of 97.73 feet to a point for corner;
South 68°06'19" West, a distance of 56.45 feet to a point for corner;
South 21°53'41" East, a distance of 33.04 feet to a point for corner;
North 68°06'19" East, a distance of 28.70 feet to a point for corner;
South 19°22'40" East, a distance of 289.53 feet to a point for corner;
South 10°11'40" East, a distance of 180.53 feet to a point for corner;
North 25°35'22" West, a distance of 71.72 feet to a point for corner;
North 25°35'22" West, a distance of 648.31 feet to a point for corner in said south line of
the 81.85 acre tract;
THENCE with said south line of the 81.85 acre tract, the following courses and distances:
South 88°50'43" East, a distance of 18.64 feet to a point for corner;
South 86°56'53" East, a distance of 21.97 feet to a point for corner;
South 78°51'41" East, a distance of 23.71 feet to a point for corner;
South 62°14'27" East, a distance of 21.45 feet to a point for corner;
South 51°01'23" East, a distance of 7.31 feet to a point for corner;
South 89°57'08" East, a distance of 29.94 feet to the POINT OF BEGINNING and
containing 1.02 acres of land.
EXHIBIT B
Maintenance and Development Agreement
\[to be attached\]
ASSIGNMENT AND ASSUMPTION OF
MAINTENANCE AND DEVELOPMENT AGREEMENT
This Assignment and Assumption of Maintenance and Development Agreement (this
“Assignment”) is executed as of November ____, 2021 (the “Effective Date”), by and between
THE CITY OF COPPELL, a Texas home rule municipality (“Assignor”), and DALLAS
COUNTY IRRIGATION DISTRICT NO. 1, an irrigation district organized by order of the
Dallas County Commissioners granting a petition for formation pursuant to Chapter 58 of the
Texas Water Code (“Assignee”).
RECITALS
WHEREAS, Assignor entered into that certain Maintenance and Development
Agreement, dated July 13, 2021, but only effective as of the Effective Date herein (the
“Agreement”) attached hereto as Exhibit A, among Assignor, CW Rock Bottom Partners, Ltd.,
and affiliates ofCWRockBottom Partners, Ltd., wherein Assignor agreed to assign the
Agreement following the formation of Assignee.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Assignment. As of the Effective Date, Assignorhereby assigns and transfers to
Assignee all of Assignor’s right, title, and interest under the Agreement.
2. Assumption. As of the Effective Date, Assignee hereby assumes Assignor’s right,
title, and interest under the Agreement,agrees to be bound by all of the terms and provisions of
the Agreement, and agrees to perform all of the obligations, covenants and other provisions
pertaining to the “Dam Operator,” as that term is defined under the Agreement.
3. Release of Liability. This assignment by Assignor shall serve to release Assignor
from any obligations under the terms of the Agreement.
4.Binding Effect. The agreements, covenants, warranties, and representations herein
set forth shall be binding upon and shall inure to the benefit of Assignorand Assignee and their
respective successors and assigns.
5. Counterpart and Facsimile or Electronic Execution. This Assignmentmay be
executed in one or more counterparts, which, when taken together, shall constitute one original
agreement. To facilitate execution, facsimile or scanned electronic images (in .pdf or .jpg
format) shall constitute original signatures and shall be binding on the parties as if such copies
were in fact original signatures.
\[SIGNATURE PAGE TO FOLLOW\]
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IN WITNESS WHEREOF, the parties have executed this Assignment as of the Effective
Date set forth above.
ASSIGNOR:
THECITY OF COPPELL,
a Texas home rule municipality
By: ___________________________
Name: _________________________
Title: __________________________
STATE OF TEXAS §
§
COUNTY OF DALLAS §
The foregoing instrument was acknowledged before me on November___ 2021,
by _____, the of the City of Coppell, a Texas
home rule municipality, on behalf of said municipality.
Signature of Notary
Notary Public:
Notary printed or typed name
(Official Seal)
My Commission expires:
Attest:
Name:
Title: City Secretary
Approved as to form:
Name:
Title: City Attorney
Signature Page
ASSIGNEE:
DALLAS COUNTY IRRIGATION DISTRICT NO. 1.
By:
KimberlyMeyer, President
Signature Page
EXHIBIT A
Maintenance and Development Agreement