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STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
THE CITY OF FORT WORTH, TEXAS AND
THE CITY OF FORT WORTH MUNICIPAL UTILITY
DISTRICT NO. 2 OF TARRANT COUNTY
STATE OF TEXAS §
§
COUNTY OF TARRANT §
This Strategic Partnership Agreement (this "A�reement") is entered into by and between
the City of Fort Worth, a hoine-rule municipal corporation situated in Tarrant, Denton and Wise
Counties, Texas (the "C�"), acting by and through its duly authorized Assistant City Manager,
and City of Fort Worth Municipal Utility District No. 2 of Tan-ant County (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 TI-IEREFORE, 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 Ciry agree as follows:
FINAL RL Haywire MUD SPA (4).DOC
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ARTICLE I
FINDINGS
A. The District is a 259.098-acre municipal utility district created under Chapter 54
of the Te�as Water Code by Act of May 27, 2005, 79t�' Legislature, Regular Session, H.B. 3530,
codified at TEx. SPEc�AL D�sTRic`rs CoDE A��1v. Chapter 8139, effective June 18, 2005 (the
"District Leaislation")
B. On May 30, 2006, the City Council of the Ciiy adopted Resolution No. 3359
consenting to the creation of the District and approved that certain Agreement Concerning
Creation and Operation of City of Fort Worth Municipal Utility District No. 2 of Tarrant County
(City Secretary Contract No. 33593, M& C G21479) (the "Consent Aareement").
C. The District encompasses approximately 259.098 acres, more or less, all of which
are located within Tarrant County, Texas and within the extraterritorial jurisdiction of the City as
shown on Exhibit A and described in E�hibit B attached to this Agreeinent (the
"Development").
D. Pursuant to Article IX of the Consent Agreement, the District is required to annex
a 5.385-acre portion of Haywire Ranch Road shown on Eshibit A and described in Exhibit C,
whereupon the Development will consist of the entire 264.483-acre tract comprising the District.
E. WJ Haywire I LP, a Texas limited partnership ("Owner") has represented to the
Ciiy and the District that it owns the Developinent;
F. Owner desires to develop the Development as a inaster planned communit��
including residential, commercial and i•ecreational uses. To that end, Owner and the City entered
into that certain Development Agreement (City Secretaiy Contract No.33�94, M& C G21479),
which includes land use and development standards d�signed to produce a quality mixed-use
development and which provides, among other things, that cominercial development may occur
on Tract l, totaling appro�iinately 8.08 acres, as show�n on Exhibit D and described on Ethibit
E attached to this Agreement.
G. The City and the District desire to enter into this Abreement providing for limited
puipose aiuleaation of the portions of the Development within which commercial uses may occur
for the purpose of collecting Sales and Use Taa Revenues within the anneaed 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.
H. The District provided notice of two public hearings concerninb 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.
I. The Board of Directors of the District conducted two public hearin�s regardinb
FP,VAL RL Hay�vire 1�4UD SPA (4).11OC �
this Agreement a.nd the proposed limited purpose annexation of the Original Commercial
Property, at which ineinbers 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 requireinents of the Act on November 1 �, 2006, at 12 p.m. at
600 N Pearl Street, Dallas, TX and on December 14, 2006, at 12 p.m. at 600 N Pearl Street,
Dallas, TX.
J. The Board of Directors of the District approved this Agreement on December 14,
2006, in open session at a meeting held in accordance with Chapter 551 of the Government
Code.
K. 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.
L. The City Council of the City conducted two public hearings regarding this
Agreement and the proposed limited purpose anne�ation 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 February 20, 2007, at 10:00 a.m., at
the City Council Chambers and on March 6, 2007, at 7:00 p.m., at the City Council Chambers.
M. The City Council of the City approved this Agreement on March 6, 2007, in open
session at a meeting held in accordance with Chapter 551 of the Government Code (M & C G
22007), which approval v��as after the Board of Directors of the District approved this Agreement.
N. All procedural requirements imposed by law for the adoption of this Agreement
have been met.
O. Pursuant to the Development Agreement, the City v��ill provide retail water and
wastewater service to the Development.
P. Pursuant to the Consent Agreement, the District will constructor cause to be
constructed, water and wastewater facilities within the boundaries of the Development and
outside the boundaries of the Development as required to connect the Development facilities to
the City's water and wastewater systems, all in accordance ��ith Cit�� standards. The District
shall dedicate such facilities to the City, which shall operate and maintain such facilities as part
of the City's water and wastewater systeins.
Q. Pursuant to the Consent Agreement, the District will construct, operate, and
maintain or cause to be constructed, operated and maintained drainabe and road systems within
the District in accordance with City standards.
R In accordance with the requirements of Subsection (p)(2) of the Act, this
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R. 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
DEFTIVITIONS
Terms used in this Agreement shall have the following meanings:
"Act" means the Texas Local Government Code, Section 43.0751, and any amendments thereto.
"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 tl�e 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 Development or bond anticipation notes.
"C�" means the City of Fort Worth, Texas, a home rule municipality located in Tarrant, Wise,
and Denton Counties.
"Citv Council" means the City Council of the City.
"City SecretarX" means the City Secretary of the City.
"Ci Manager" ineans the City Manaber of the City.
"Ci . 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.
"Consent A�reement" means the Agreement Concerning Creation and Operation of City of Fort
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and Owner, which was approved by the City Council on May 30, 2006 (City Secretary Contract
No. 33593, M& C G21479) and executed as of November 15, 2006.
"Development" ineans that certain 259.098-acre tract located in Tarrant County, Texas as shown
on Exhibit A and described on Exhibit B. Upon annexation of the Haywire Ranch Road Tract
by the District in accordance with Article IX of the Consent Agreement, the Development shall
mean all land within the District Boundaries, consisting of 264.483 acres shown on Exhibit A
and described in Exhibits B and C.
"Development Agreement" means the Development Agreement betv��een the City and Owner,
which was approved by the City Council on May 30, 2006 (City Secretaty Contract No.33594, M
& C C-21479) and e�:ecuted as of August 21, 2006.
"District" means the City of Fort Worth Municipal Utility Dish�ict No. 2 of Tanant County, to be
renamed in accordance with Article X of the Consent Agreement, created in the Development by
the District Legislation.
"District Boundaries" means boundaries of the District, consisting of the boundaries of the
259.098-acre tract as shown on Exhibit A and described on Exhibit B. Upon annexation of the
Haywire Ranch Road Tract by the District in accordance with Article IX of the Consent
Agreement, the District Boundaries shall also include the Haywire Ranch Road Tract.
"District Legislation" means Act of May 27, 2005, 79t�' Leg., R.S., H.B. 3530, codified at TE�.
SPEc1AL D�sTRICTs CoDE AN�. Chapter 8139, effective June 18, 2005, creating the District.
"District Share" means the District's share of Sales and Use Ta� Revenues as defined by Section
4.02 of this Agreement.
"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Government Code,
as amended, with the City's ETJ beinb an unincorporated area presently e�tendin ; five miles
from the City's corporate lunits, elcluding other incorporated municipalities and their respective
ETJs.
"Effective Date" means the date on which the City adopted this Agreement.
°Finance Director" means the Director of the City's Finance Department.
"Government Code" means the Teaas Government Code, as amended.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Developinent, w�hether located within or
outside the Development.
"Limited Pui�ose Anne�ation Period" means the period commencing on the effective date of the
FIIQAL RL Haywire MUll SYA (4).DOC j
"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 Properiy.
"Local Government Code" means the Texas Local Government Code, as amended.
"Notice" means notice as defined in Section 8.02 of this Agreement.
"Ori inal Commercial Properiy" means that certain 8.08-acre tract (Tract 1) designated for
commercial use in the Development Agreement, as shown on Exhibit D and described on
Exhibit E.
"Owner" means WJ Haywire I LP, a Texas limited partnership, its successors and assigns as
permitted by Section 8.11 of this Agreement.
"Pa.rtv" means, individually, the City or the District, their successors and assigns as permitted by
Section 8.11 of this Agreement.
"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 ���hole 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 Ciiy pursuant to Tax Code Section 323.105 and Local Government Code Section 363.055.
"Sales and Use Tax Account" means the account established puisuant to Section 4.03 in which
the District deposits the District Share.
"Tax Code" means the Teaas Tax Code, as amended.
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ARTICLE III
ADOPTION OF AGREEMENT AND
LIMITED-PURPOSE ANNEXATION OF ORIGINAL COMMERCIAL PROPERTY
AND ADDITIONAL COMMERCIAL PROPERTY
3.01 Public Hearin�s. 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 Charter of the City.
3.02 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement took effect
on , the date of adoption of this Agreement by the City.
3.03 Filin�, in Property Records. The City shall file this Agreement in the Real
Properly Records of Tarrant 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 Properly for
the limited purpose of collecting Sales and Use Tax Revenues within the Original Commercial
Properiy 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 acicnowledges 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 Ciiy Council may adopt a limited purpose annexation
ordinance at a meeting conducted in accordance with Chapter 551 of the Government Code and
further acicnowledges 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. In the event the City annexes Additional
Commercial Property, the District consents to the annexation of additional land connecting the
Additional Commercial Property to the City limits. The City may annex property pursuant to this
section for limited purposes as permitted by the Act.
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3.07 Consent to Limited Purpose Annexation. THE DISTRICT ON BEHALF OF ITSELF AND
ALL PRESENT AND FUTURE OWNERS OF LAND WITHIN THE DISTRTCT BOUNDARIES HEREBY
REQUESTS THAT THE CITY ANNEX THE ORIGINAL COMMERCIAL PROPERTY AND THE ADDITIONAL
COMMERCIAL PROPERTY FOR LIMITED PURPOSES AS PROVIDED 1N 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 Pavment 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 during the first nineteen (19) years of the Limited Purpose Annexation
Period, and paid to the City as reflected in sales tax reports provided by the Comptroller to the
City. Further, during the nineteenth (19th) year of the Limited Purpose Annexation Period, the
City shall retain $300,000 from the 50% payment otherwise due to the District. The City will
use such funds in accordance with Section 4.04 of this Agreement. Such $300,000 payment
shall be retained by the City in addition to the City's 50% share of the Sales and Use Tax
Revenues. 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 sales tax reports
provided 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
"Ci , 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 or installation of Infrastructure.
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(c) Funding for any purpose for which the District may legally expend funds
(including 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.
(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 (20th) year of the
Limited Purpose Annexation Period to defray the costs of providing municipal services to the
residents of the Development upon full purpose annexation. Further, pursuant to Section 4.02 of
this Agreement, the District has agreed to allow the City to retain $300,000 from the District's
Share during the nineteenth (19th) year of the Limited Annexation Period in order to defray the
cost of maintaining roads within the Development 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 within thirty (30) days of the City's receipt
of such sales tax report.
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 T� Sharin�. 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 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.
FINAL RL Haywire MiJD SPA (4).DOC 9
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 Ri h�ts. 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 Ciiy to perform the
audit. Any audit shall be made at the Ciiy'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 ANNEXATIQN
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
Development (or a portion of the Development, to the extent permitted by law) for full purposes
on or after the earlier to occur of: (i) dissolution of the District (other than as the result of
annexation by the City); or (ii) termination of the Development Agreement. Such authority is in
addition to the authority to annex portions of the Development pursuant to Section 5.03.
5.02 Procedure for Full Purpose Annexation. The City and the District acknowledge
that the Development 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 Development in accordance with 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 G1 is amended or repealed, in
accordance with the most comparable annexation procedure. In the alternative, at City's election,
the Development 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
Government 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.
5.03 Annexation of Portions of Development. Owner agrees to cooperate with and
F1NAL RL Haywire MUD SPA (4).DOC 1 Q
assist the City in annexing one or more areas in the manner prescribed by law which does not
result in the dissolution of the District, none of which may exceed 525 feet in width at its widest
point or such other width limitation subsequently imposed by law, as reasonably necessary for
the City to connect areas to the City that are outside the District and that the City intends to
annex. Notwithstanding the zoning designation approved for the annexed area, such area can be
developed and used in accordance with the Development Agreement.
ARTICLE VI
TERM
This Agreement commences on the Effective Date and continues until the City annexes
the Limited Purpose Property (subject to the provisions of the Development Agreement) for full
purposes or disannexes the Limited Purpose Property. This Agreement will automatically
terminate with regard to any portion of the Limited Purpose Property upon disannexation or full
purpose annexation of such property.
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 such Notice 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 Parly 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 equiiy, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, specific performance, mandamus and injunctive relief; provided,
however, that 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.
FINAL RL Haywire MUD SPA (4).DOC 1 1
ARTICLE VIII
ADDITIONAL PROVISIONS
8.01 Votin�. It is anticipated that the Original Commercial Property and the Additional
Commercial Property will predominantly consist of commercial properly. The Parties recognize
that Chapter 43, Subchapter F, of the Local Government Code does not apply to a limited
purpose annexation under a strategic partnership agreement pursuant to Subsection (lc) of the
Act. Consequently, in the event any residential dwellings are annexed for limited purposes
pursuant to this Agreement, the Parties acknowledge that Section 43.130(a) of the Local
Government Code providing that qualified voters of an area annexed for limited purposes may
vote in certain municipal elections does not apply to voters in any area annexed for limited
purposes pursuant to this Agreement.
8.02 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Parly 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: (i) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (ii) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; (iii) 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 (iv) 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 Pariy as provided in this section.
To the Citv:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
FAX: 817-392-6196
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City of Fort Worth, Texas
1000 Throcicmorton 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:
Fort Worth Municipal Utility District No. 2 of Tarrant County
c/o: Coats Rose
5420 LBJ Freeway, Suite 1300
Dallas, TX 75240
Attn: Timothy G. Green
FAX: 972-982-8451
8.03 Payments. The City shall forward payments of the District Share to the District at
the address set out in Section 8.02 by regular U.S. Mail or other method of delivery mutually
acceptable to the Parties.
8.04 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.
8.05 Governin� Law and Venue. THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF TH� 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 ACICNOWLEDGE THAT THIS
AGREEMENT IS PERFORMABLE IN TARRANT COUNTY� TEXAS AND HEREBY SUBMIT TO THE
JURISDICTION OF THE COURTS OF TARRANT COUNTY� TEXAS AND HEREBY AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPiJTE ARISING
HEREUNDER.
FINAL RL Haywire MUD SPA (4).DOC 13
8.06 Authoritv to Execute. The City certifies, represents, and warrants that the
execution of this Agreement is duly authorized and adopted in conformity with the City Charter
and City Ordinances. The District certifies, represents, and warrants ihat the execution of this
Agreement is duly authorized and adopted by the Board.
8.07 Severabilitv. 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.
8.08 Chan�es 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.
8.09 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 or things as the other Party may reasonably request to effectuate the terms of this Agreement.
8.10 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
8.11 Assi�nabilitv, Successors, and Assi�ns, 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.
8.12 Amendment. This Agreement may be amended only with the written consent of
the Parties and with approval of the governing bodies of the Ciiy and the District.
8.13 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
include the plural, and the plural shall include the singular. Each defined term herein may be
FINAL RL Haywire MUD SPA (4).DOC 14
used in its singular or plural form whether or not so defined.
8.14 No Third Party Beneficiaries. This Agreement is solely for the benefit of the Ciiy
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.
8.15 Governmental Powers. It is understood that 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 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.
8.16 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 Development
Exhibit B Legal Description of the Development
Exhibit C Legal Description of Haywire Ranch Road Tract
Exhibit D Map of Original Commercial Properly
Exhibit E Legal Description of Original Commercial Property
8.17 Conspicuous Provisions. The Ciiy and the District acknowledge that the provisions
of this Agreement set out in bold, CAPITALS (or any combination thereo� satisfy the
requirements for the express negligence rule and/or are conspicuous.
8.18 Counterpart Ori ig'nals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
ATTEST:
�, ;� �
: �� �
Marty Hendri�c,. City Secreta,
APPROVED AS TO FORM AND
LE LITY:
�
��-- �: _ �--�.
Assistant �ity ttorney
CITY OF FORT WORTH
By: _� , �M¢ �
Marc Ott,.Assistant City Manager
Date:
FINAL RL Haywire MLJD SPA (4).DOC 15
r �
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CITY OF FORT WORTIH MUNICIPAL
UTILITY DISTRICT NO. 2 OF TARRANT
COUNTY
By; ���~ .
Printed Name: n�� ya.��,�
President, Board of Directors
Date: � �,�� �d,
FINAL RL Haywire MUD SPA (4).DOC 16
STATE OF TEXAS
COUNTY OF TARRANT
.
This instrument was acknowledged before me, on the � day of , 200 ,
b^Marc Ott, Assistant Ciiy Manager of the City of Fort Worth, Texas on ehalf of said city.
I�1C� � �Sl,�1V�L ��
r
o ary Public, State of Tex
[SEAL] P nted Name: C
y Commission Expires: / • �g � �a//
�.��vPu�,c �' ��0 ary Pu� I cY
* � * �TATE OF TEXAS
`�4� �t�+'°'y My �nmm, Exp� Q�J�9l2Q11
STATE OF TEXAS §
§
COUNTY OF u A� §
This i strument was acknowledged
200� by i�L '�k� %j'�D � � ! �, Pre
Municipal Utility District No. 2 of Tarrant�
�o��.��„�,,,,e,,.,....��.���
i pp��pv�P4p�i
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���r� ' ,;�c % GLENDA LEE
,_.;�r •= Notary Public, Slale ol Tqa S
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: %, 9�o�h �.�`
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; me, on tl�� day
Board of Directors of
, on behalf of �&�d district.
�Votary P lic e of
Printed Name: �(4�
My Commission Expires:
FINAL RL Haywire MUD SPA (4).DOC 17
of ��;� ,
City of Fort Worth
� '�
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EXHIBIT "A"
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Exhibit B
Legal Description of the Development
BEING a 259.098 acre tract of land located in Tarrant County, Texas, a part of the J.T. Allen
Survey, Abstract No. 67, a part of the C.E.P.I. & M. Company Survey, Abstract No. 382, a part
of the S.B. Hopkins Survey, Abstract No. 672, a part of C.E. Newman Survey, Abstract No.
1183, a part of the F. Schoeverling Survey, Abstract No. 1398, a part of the T. & N.O. R.R.
Company Survey, Abstract No. 1566, apart of the W. K. Gandy Survey, Abstract No. 1890, and
being a part of that 738.20 acre tract of land described in deed filed on 18 January 8, 2004 in
Document D2004008 174 of the Tarrant County Deed Records, and being further described as
follows:
BEGINNING at the southwest corner of said 738.20 acre tract of land, said point being in the
center of White Settlement Road (County Road 22 No. 1007);
THENCE North 00 degrees 31 minutes 00 seconds East, 4694.71 feet along the west line of said
738.20 acre tract of land to a point for corner;
THENCE South 89 degrees 29 minutes 00 seconds East, 137.38 feet to a point for corner;
THENCE South 24 degrees 36 minutes 10 seconds East, 264.01 feet to a point for corner;
THENCE South 30 degrees 26 minutes 41 seconds East, 394.46 feet to a point for corner;
THENCE South 38 degrees 12 minutes 46 seconds East, 420.12 feet to a point for corner;
THENCE South 46 degrees 49 minutes 36 seconds East, 219.32 feet to a point for corner;
THENCE South 38 degrees 40 minutes 56 seconds East, 504.19 feet to a point for corner;
THENCE North 55 degrees 00 minutes 00 seconds East, 250.00 feet to a point for corner in the
east line of said 738.20 acre tract of land;
THENCE along the east line of said 738,20 acre tract of land as follows:
South 89 degrees 34 minutes 00 seconds East, 1850.60 feet to a point for corner;
South degrees 03 minutes 00 seconds West, 3059.10 feet to a point for corner;
North 89 degrees 48 minutes 00 seconds West, 2036.40 feet to a point for corner;
South 00 degrees 08 minutes 00 seconds West, 638.10 feet to the southeast corner of said
738.20 acre tract of land, said point being in the center of White Settlement Road;
THENCE North 75 degrees 28 minutes 00 seconds West, 1280.20 feet along the south line of
said 738.20 acre tract of land and along the center of White Settlement Road to the POINT OF
BEGINNING and containing 11,286,297 square feet or 259.098 acres of land.
FINAL RL Haywire MUD SPA (4).DOC 19
Exhibit C
Legal Descrip�ion of Ha���ire Ranch Road 'I'racf
BEING all that tract of land in Tarrant County, Texas, being a portion of the C.E. NE«�7AN
SURVEY, ABSTRACT i�,To. 1183, the VJ.K. GANDY SURVEY, Abstract I�To. 1890, and being a
portion of the 738.20 acre Tract of land conveyed to OBIE P. LEONA_RD, JR., R.VJ.
LEONARD; MARGERY ANN HODGES, and MARTHA JANE ANTHONY, by the deed
recorded in Volume 4847, Page 227 of the Deed Records of Tarrant County, Texas, and being
further described as follows:
COMMENCING at a P.K. nail found at the South��est corner of the aforesaid 738.20 acre Tract
of land said point lying in the approximate center line of Vi�hite Settlement Road, and also being
the Southeast corner of the Tract of land conveyed to J.J. DEARING AND BETSY JO
DEA.RING BROWDER by the deed recorded in Volume 8317, Page 47S of the Deed Records of
Tarrant County, Texas, and ROBERT DEA_RING BRO��DER by the deed recorded in Volume
14336, Page 556 of the Deed Records of Tarrant County, Texas;
THENCE North 00 degrees 00 mll�utes 4� seconds «jest, at 25.00 feet, passing a five-eighths
inch iron rod found in the North right-of-���ay line of White Settlement Road, in alI a total of
4694.71 feet, along the VJest boundary line of said 73 8.20 acre Tract of land and the East
boundary line of the aforesaid J.J DEARINNG, BETSY JO DEA.RING, and ROBERT DEARING
BROWDER TRACT to a point for corner and the POP�1T OF BEGINI�TING of this tract of land;
THENCE North 00 degrees 00 minutes 4� seconds West, 8.35 feet along the V�Test boundary line
of said 738.20 acre Tract of land and the East boundary line of the aforesaid J.J DEA_RING,
BETSY JO DEARTNG, and ROBERT DEARING BRO«�DER TRACT to a one-half u�ch iron
rod found for corner;
THEI�TCE North 89 degrees 59 minutes 1 � seconds East, 163.32 feet; departing the «%est
boundary line of said 738.20 acre Tract to a one-half inch iron rod found for corner;
THENCE I�Torth 69 degrees 31 minutes 20 seconds East, 120.00 feet to a one-half inch iron rod
found for corner lying in a curve to the left;
THENCE Southeasterly, 733.50 feet, along said cw-ve to the left having a radius of 2230.00 fe.et,
center angle of 18 de�rees �0 minutes 4� seconds, chord bearing South 29 degrees 54 minutes 03
seconds East, 730.19 fee.t to a one-half inch iron rod found at the end of said cur�°e;
THEI�TCE South 39 degrees 19 minutes 25 seconds East, 1034.09 feet to a one-half inch iron rod
found for corner;
THENCE South �0 degrees 40 minutes 3� seconds ��est, 116.03 feet to a point for corner;
THENCE North 39 degrees 12 minutes 41 seconds West, � 19.67 feet to a point for corner;
THENCE North 47 degrees 21 minutes 21 seconds ���est, 219.32 feet to a point for comer;
Exhibit C
Page ]
THENCE North 3 8 degrees 44 minutes 31 seconds West, 420.12 feet to a point for corner;
THENCE North 30 degrees 58 minutes 26 seconds West, 394.46 feet to a point for corner;
THENCE North 25 degrees 07 minutes 55 seconds West, 264.01 feet to a point for corner;
THENCE South 89 degrees 59 minutes 15 seconds VJest, 137.38 feet to the POINT OF
BEGINNING and containing 237,889 square feet or 5.461 acres of land.
Exhibit C
Pa�e 2
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EXHIBlT „D"
RC?�AAItJC7EF2 0� HAl'WIF2E RAN�H
(1,40b ACRES �)
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,iACK G: WILKiNS�N AND ELtJA WILKINSfJN
�fOL. 5368; PG. 844,. VQL 5368, PG. .847,
VQL. 5399: PG. 91, dL VOI.. 5399. PG. 94 �:
BRUCE WILKINSON AND C"AROl:YN WtLKIN90N �IERER`
VOL. 7800, PG. 2290 & VOL, 7$00', PG. 2293
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TR:A":G, T 1
4RCGfNl�L CflMMER�IAL
Exhibit E
Legal Description of Original Commercial Property
FINAL RL Haywire MLJD SPA (4).DOC 22
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/6/2007
DATE: Tuesday, March 06, 2007
LOG NAME: 06HAYWIRESPA
Page 1 of 2
REFERENCE NO.: C-22007
SUBJECT:
Authorize Execution of the Strategic Partnership Agreement for Municipal Utility District No. 2 of
Tarrant County ("Haywire Ranch"/"Live Oak Creek")
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute a Strategic Partnership
Agreement for Municipal Utility District No. 2 of Tarrant County ("Haywire Ranch"/"Live Oak Creek").
DISCUSSION:
On May 30, 2006, (M&C C-21479) the City Council authorized the execution of a Consent Resolution, a
Consent Agreement, a Development Agreement, and a Utility Agreement for the formation of Municipal
Utility District No. 2 of Tarrant County (commonly known as "Haywire Ranch"/"Live Oak Creek"). These
documents defined the plans for utility services and the development standards that would be required in
the district. At the time, the City Council was also advised that staff would present a Strategic Partnership
Agreement (SPA) at the appropriate time after the MUD formation.
The purpose of the SPA is to delay annexation of the district until at least completion of 90 percent of the
infrastructure, dissolution of the district or termination of the Development Agreement. The SPA will allow
annexation for the following two purposes: 1) annexation of limited tracts to facilitate the connection to
areas outside of the district; and 2) limited-purpose annexation of approximately eight acres within the
development designated for commercial development to impose sales and use tax. The agreement
provides the City and the District will divide the sales tax proceeds equally for the first 19 years of the
Limited Purpose Annexation period. The City's share will increase to 75 percent in year 19.
The Municipal Utility District held appropriate public hearings and approved the SPA on December 14,
2006. The City Council held a public hearing on February 20, 2007, and again on March 6, 2007. Approval
of this Mayor and Council Communication will allow staff to execute the contract. However, the steps for
limited purpose annexation will occur when deemed appropriate due to construction on the commercial
tracts.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that this action has no material effect on City funds.
TO Fund/Account/Centers
Submitted for City Mana�er's Office by:
Originating Department Head:
FROM Fund/AccountlCenters
Dale Fisseler (6140)
Bob Riley (8901)
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 4/24/2007
Page 2 of 2
Additional Information Contact: Susan Alanis (8180)
http://www.cfwnet.org/council�acket/Reports/mc�rint.asp 4/24/2007
CiTY �ECREiA�Y\�r�
� CONTRAGT �� ,
�� -,�.�, a �
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
THE CITY OF FORT WORTH, TEXAS AND
THE CITY OF FORT WORTH MUNICIPAL UTILITY
DISTRICT NO. 2 OF TARRANT COUNTY
STATE OF TEXAS §
§
COUNTY OF TARIZANT §
This Strategic Partnership Agreement (this "Agreement") is entered into by and between
the City of Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton and Wise
Counties, Texas (the "C�"), acting by and through its duly authorized Assistant City Manager,
and City of Fort Worth Municipal Utility District No. 2 of Tarrant County (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 acicr�owledge tYiat tnis �ygreement 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 Cify solely for the purpose of obtaining an agreeinent with the
City to forgo annexation of the District.
NOW THEREFORE, 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:
FINAL RL Ha}ryvire MiJD SPA (4).DOC
a
ARTICLE I
FINDINGS
A. The District is a 259.098-acre municipal utility district created under Chapter 54
of the Teaas Water Code by Act of May 27, 2005, 79t�' Legislature, Regular Session, H.B. 3530,
codified at TEx. SPEc�AL DISTRICTs CoDE AtvN. Chapter 8139, effective June 18, 2005 (the
"District Le�islation")
B. On May 30, 2006, the City Council of the City adopted Resolution No. 3359
consenting to the creation of the District and approved that certain Agreement Concerning
Creation and Operation of City of Fort Worth Municipal Utility District No. 2 of Tan-ant County
(City Secretary Contract I�To. 33593, M& C C-21479) (the "Consent Agreement").
C. The District encompasses approximately 259.098 acres, more or less, all of which
are located within Tarrant County, Texas and within the extrater�itorial jtuisdiction of the City as
shown on Exhibit A and described in Exhibit B attached to tlus Agreement (the
"Development").
D. Pursuant to Article I� of the Consent Agreement, the District is required to annex
a�.385-acre portion of Haywire Ranch Road shown on Exhibit A and described in E�hibit C,
whereupon the Development will consist of the entire 264.483-acre tract comprising the District.
E. WJ Haywire I LP, a Texas limited partnership ("O��ner") has represented to the
City and the District that it owns the Developinent;
F. Owner desires to develop the Development as a master planned cominunity
including residential, coinmercial and i•ecreational uses. To that end, Owner and the City entered
into that certain Development Agreement (City Secretaiy Contract No.33594, M& C C-21479),
which includes land use and development standards designed to produce a quality mixed-use
development and which provides, among other thin�s; that commercial development may occur
on Tract l, totaling appro�imately 8.08 acres, as shown on Exhibit D and described on Exhibit
E attached to this Agreement.
G. The City and the District desire to enter into this Agreement providing for limited
purpose ailne�ation of the portions of the Development within v�rhich commercial uses may occur
for the purpose of collecting Sales and Use Taa 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.
H. The District provided notice of two public hearings concerning the adoption of
this Agreement and the proposed liinited puipose annexation of the Original Commercial
Properry, as defined below, in accordance with the procedural requirements of the Act.
I. The Board of Directors of the District conducted t«�o public hearings regardinb
FINAL RL Ha��vire MUD SPA (4).DOC 7
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 anneaation ti�ere given the opporiunity to do so,
in accordance with the procedural requirements of the Act on November 1 �, 2006, at 12 p.m. at
600 N Pearl Street, Dallas, TX and on December 14, 2006, at 12 p.m. at 600 N Pearl Street,
Dallas, TX.
J. The Board of Directors of the District approved this Agreement on December 14,
2006, in open session at a meeting held in accordance with Chapter 551 of the Government
Code.
K. The City provided notice of two public hearings concerninb the adoption of this
Agreement and the proposed limited puipose annexation of the Original Commercial Property, in
accordance with the procedural requirements of the Act.
L. The City Council of the City 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 February 20, 2007, at 10:00 a.m., at
the City Council Chambers and on March 6, 2007, at 7:00 p.m., at the City Council Chambers.
M. The City Council of the City approved this Agreement on March 6, 2007, in open
session at a meeting held in accordance with Chapter 551 of the Goverrunent Code (M & C C-
22007), which approval ��as after the Board of Directors of the District approved tlus Agreement.
N. All procedural requirements imposed by law for the adoption of this Abreement
have been met.
O. Pursuant to the Development Agreement, the City will provide retail water and
��astewater service to the Development.
P. Pursuant to the Consent Agreement, the District will constructor cause to be
constructed, water and wastewater facilities within the boundaries of the Development and
outside the boundaries of the Development as required to connect the Development facilities to
the City's water and wastewater systems, all in accordance with City standards. The District
shall dedicate such facilities to the City, which shall operate and maintain such facilities as part
of the City's water and wastewater systems.
Q. Pursuant to the Consent Agreement, the District will construct, operate, and
maintain or cause to be constructed, operated and maintained drainage and road systems within
the District in accordance with City standards.
R. In accordance with the requirenlents of Subsection (p)(2) of the Act, this
FINAL RL Ha��vire MUD SPA (4).DOC 3
R. 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
Terms used in this Agreement shall have the following meanings:
"Act" means the Texas Local Government Code, Section 43.0751, and any amendments thereto.
"Additional Commercial Property" means any property within the District Boundaries designated
for commercial use, other than the Original Commercial Propei-ry.
"AQreement" 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 Development or bond anticipation notes.
"C�" means the Ci.ty of Fort Worth, Texas, a home rule municipality located in Tarrant, Wise,
and Denton Counties.
"City Council" means the City Council of the City.
"City Secretary" means the City Secretary of the City.
"Ci Mana er" 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.
"Consent A�reement" means the Agreement Concerning Creation and Operation of City of Fort
Fi1�AL RL Haywire MUD SPA (4).DOC 4
and Owner, which was approved by the City Council on May 30, 2006 (City Secretary Contract
No. 33593, M& C G21479) and executed as of November 15, 2006.
"Development" means that certain 259.098-acre tract located in Tan•ant County, Teaas as shown
on Exhibit A and described on Exhibit B. Upon annexation of the Haywire Ranch Road Tract
by the District in accordance with Article IX of the Consent Agreement, the Development shall
mean all land within the District Boundaries, consisting of 264.483 acres shown on Exhibit A
and described in Eahibits S and C.
"Development A�reement" means the Development Agreement between the City and Owner,
which was approved by the City Council on May 30, 2006 (City Secretary Contract No.33594, M
& C C-21479) and e�ecuted as of August 21, 2006.
"District" means the Cit�� of Fort Worth Municipal Utility District No. 2 of Tan�ant Count��, to be
renamed in accordance with Ai-ticle X of the Consent Agreement, created in the Development by
the District Legislation.
"District Boundaries" means boundaries of the District, consisting of the boundaries of the
259.098-acre tract as shown on Eahibit A and described on Exhibit B. Upon annexation of the
Haywire Ranch Road Tract by the District in accordance with Article IX of the Consent
Agreement, the District Boundaries shall also include the Hayvvire Ranch Road Tract.
"District Legislation" means Act of May 27, 2005, 79t1i Leg., R.S., H.B. 3530, codified at TEx.
SPEc�AL DlsTxtcTs CoDE A�N. Chapter 8139, effective June 18, 200�, creating the District.
"District Share" means the District's share of Sales and Use Ta� Revenues as defined by Section
4.02 of this Agreement.
"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Goverrunent Code,
as amended, with the City's ETJ being an unincoiporated area presently extending five miles
from the City's corporate limits, excluding other incoiporated municipalities and their respective
ETJs.
"Effective Date" means the date on which the City adopted this Agreement.
"Finance Director" means the Director of the City's Finance Department.
"Government Code" means the Te�as Governinent Code, as amended.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Development, whether located within or
outside the Development.
"Liinited Pui�ose Annexation Period" means the period commencing on the effective date of the
FINAL RL Hay�� ire MUll SPA (4).DOC j
"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 8.02 of this Agreement.
"Ori�inal Commercial Property" means that certain 8.08-acre tract (Tract 1) designated for
commercial use in the Development Agreement, as shown on Exhibit D and described on
Exhibit E.
"Owner" means WJ Haywire I LP, a Texas limited partnership, its successors and assigns as
permitted by Section 8.11 of this Agreement.
"�" means, individually, the City or the District, their successors and assigns as permitted by
Section 8.11 of this Agreement.
"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 ��vhole 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.
"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.
FII�AL RL Ha��vire MlJD SPA (4).DOC (
ARTICLE III
ADOPTION OF AGREEMENT AND
LIMITED-PURPOSE ANNEXATION OF ORIGINAL COMMERCIAL PROPERTY
AND ADDITIONAL COMMERCIAL PROPERTY
3.01 Public Hearin�s. 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 Charter of the City.
3.02 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement took effect
on , the date of adoption of this Agreement by the City.
3.03 Filin� in Property Records. The City shall file this Agreement in the Real
Property Records of Tarrant County, Texas.
3.04 Limited Purpose Annexation of Ori�inal Commercial Propertv. 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. In the event the City annexes Additional
Commercial Property, the District consents to the annexation of additional land connecting the
Additional Commercial Properiy to the City limits. The City may annex property pursuant to this
section for limited purposes as permitted by the Act.
FINAL RL Hayv✓ire MUD SPA (4).DOC '�
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 BTND 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 during the first nineteen (19) years of the Limited Purpose Annexation
Period, and paid to the City as reflected in sales tax reports provided by the Comptroller to the
City. Further, during the nineteenth (19th) year of the Limited Purpose Annexation Period, the
City shall retain $300,000 from the 50% payment otherwise due to the District. The Ciiy will
use such funds in accordance with Section 4.04 of this Agreement. Such $300,000 payment
shall be retained by the City in addition to the City's 50% share of the Sales and Use Tax
Revenues. 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 sales tax reports
provided by the Comptroller to the City. All amounts payable to the District pursuant to this
Section 4.02 axe 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
"Ci , 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 or installation of Infrastructure.
FINAL RL Ha}�vire MiJD SPA (4).DOC 8
(c) Funding for any purpose for which the District may legally expend funds
(including 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.
(d) Purchasing and retiring any Bond after the tenth anniversary of its
issuance.
4.04 Ciiy 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 (20th) year of the
Limited Purpose Annexation Period to defray the costs of providing municipal services to the
residents of the Development upon full purpose annexation. Further, pursuant to Section 4.02 of
this Agreement, the District has agreed to allow the City to retain $300,000 from the District's
Share during the nineteenth (19th) year of the Limited Annexation Period in order to defray the
cost of maintaining roads within the Development 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 within thirty (30) days of the City's receipt
of such sales tax report.
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 Sharin�. 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 shall be retained by the Ciiy and may be used for any lawful
purpose.
4.08 City's Maintenance of Records and District's Audit Ri�hts. 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.
FINAL RL Hay�vire MUD SPA (4).DOC 9
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 Citv's Audit Rights. The Ciiy 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 City to perform the
audit. Any audit shall be made at the City's sole expense and may be performed at any time
during the District's regular business hours on thirty (30) days Notice to the District. 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
Development (or a portion of the Development, to the extent permitted by law) for full purposes
on or after the earlier to occur of: (i) dissolution of the District (other than as the result of
annexation by the City); or (ii) termination of the Development Agreement. Such authority is in
addition to the authority to annex portions of the Development pursuant to Section 5.03.
5.02 Procedure for Full Purpose Annexation. The City and the District acknowledge
that the Development 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 Development in accordance with the procedure for
annexation of axeas 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 Development 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
Government 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.
5.03 Annexation of Portions of Development. Owner agrees to cooperate with and
FIIVAL RL Haywire MUD SPA (4).DOC 1 �
assist the City in annexing one or more areas in the manner prescribed by law which does not
result in the dissolution of the District, none of which may exceed 525 feet in width at its widest
point or such other width limitation subsequently imposed by law, as reasonably necessary for
the City to connect areas to the Ciiy that are outside the District and that the Ciiy intends to
annex. Notwithstanding the zoning designation approved for the annexed area, such area can be
developed and used in accordance with the Development Agreement.
ARTICLE VI
TERM
This Agreement commences on the Effective Date and continues until the City annexes
the Limited Purpose Property (subject to the provisions of the Development Agreement) for full
purposes or disannexes the Limited Purpose Property. This Agreement will automatically
terminate with regard to any portion of the Limited Purpose Property upon disannexation or full
purpose annexation of such property.
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 such Notice 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, that 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.
FINAL RL Haywire MUD SPA (4).DOC 1 1
ARTICLE VIII
ADDITIONAL PROVISIONS
8.01 Votin�. It is anticipated that the Original Commercial Property and the Additional
Commercial Property will predominantly consist of commercial property. The Parties recognize
that Chapter 43, Subchapter F, of the Local Government Code does not apply to a limited
purpose annexation under a strategic partnership agreement pursuant to Subsection (k) of the
Act. Consequently, in the event any residential dwellings are annexed for limited purposes
pursuant to this Agreement, the Parties acknowledge that Section 43.130(a) of the Local
Government Code providing that qualified voters of an area annexed for limited purposes may
vote in certain municipal elections does not apply to voters in any area annexed for limited
purposes pursuant to this Agreement.
8.02 Notice. Any notices, certiiications, 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: (i) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (ii) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; (iii) 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 (iv) 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
FINAL RL Haywire MUD SPA (4).DOC 12
City of Fort Worth, Texas
1000 Throcicmorton 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:
Fort Worth Municipal Utility District No. 2 of Tarrant County
c/o: Coats Rose
5420 LBJ Freeway, Suite 1300
Dallas, TX 75240
Attn: Timothy G. Green
FAX: 972-982-8451
8.03 Pa.�. The City shall forward payments of the District Share to the District at
the address set out in Section 8.02 by regular U.S. Mail or other method of delivery mutually
acceptable to the Parties.
8.04 No Waiver. Any failure by a Parly 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 Parly 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.
8.05 Governing Law and Venue. THIS AGREEMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH TH� 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 TARRANT COUNTY� TEXAS AND HEREBY SUBMIT TO THE
JURISDICTION OF THE COURTS OF TARRANT COUNTY, TEXAS AND HEREBY AGREE THAT ANY
SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING
HEREUNDER.
FINAL RL Haywire MiJD SPA (4).DOC 13
8.06 Authoritv to Execute. The City certifies, represents, and warrants that the
execution of this Agreement is duly authorized and adopted in conformity with the City Charter
and City Ordinances. The District certifies, represents, and warrants that the execution of this
Agreement is duly authorized and adopted by the Board.
8.07 Severabilitv. 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 invalidiiy 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.
8.08 Chan�es 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.
8.09 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 or things as the other Party may reasonably request to effectuate the terms of this Agreement.
8.10 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
8.11 Assi ng abilitv, Successors, and Assi ns. 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.
8.12 Amendment. This Agreement may be amended only with the written consent of
the Parties and with approval of the governing bodies of the City and the District.
8.13 Interpretation. The Parties acknowledge that each parly 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 parly shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days. Wherever required by the context, the singular shall
include the plural, and the plural shall include the singular. Each defined term herein may be
FINAL RL Haywire MLTD SPA (4).DOC 14
used in its singular or plural form whether or not so defined.
8.14 No Third Partv 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.
8.15 Governmental Powers. It is understood that 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 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.
8.16 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 Development
Exhibit B Legal Description of the Development
Exhibit C Legal Description of Haywire Ranch Road Tract
Exhibit D Map of Original Commercial Properiy
Exhibit E Legal Description of Original Commercial Property
8.17 Conspicuous Provisions. The City and the District acknowledge that the provisions
of this Agreement set out in bold, CAPITALS (or any combination thereo fl satisfy the
requirements for the express negligence rule and/or are conspicuous.
8.18 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
���T• M � T
Marty Hendrix, City Secretary
APPROVED AS TO FORM AND
LEG�- LITY:
�p'��-- � ��'k-���
Assistant �ity Attorney
CITY OF FORT WORTH
; �, J/,:,�'_ _�' ' �;.. ►... �
• • .•-
�. - . i �
FINAL RL Haywire MUD SPA (4).DOC 1 S
�� ���.)'�.J��
Contr t Author' atioxi
- ��� --_
r����
CITY OF FORT WORTIH MUNICIPAL
UTILITY DISTRICT NO. 2 OF TARRANT
COUNTY
By: �
Printed Name: •brk�- eYio�'��
President, Board of Directors
Date: � �1 �='j
FINAL RL Haywire MLJD SPA (4).DOC 16
STATE OF TEXAS
COUNTY OF TARRANT
§
§
§ 7
This instrument was acknowledged before me, on the �9 day of �� , 200�
by Marc Ott, Assistant City Manager of the City of Fort Worth, Texas on behalf of said city.
n
/�'0 � �e-�1� �
[SEAL]
�o,��py p��c J�.C. McCARTHY
Notary Public
* � * �TAi� 0� TEXAS
� �py h1y Gomm, Eap. U1129l2011
�-__ -
STATE OF TEXAS
COUNTY OF
.
��
N ary Public, State of Tex /f
rinted Name: (�' Ci% /�T�/y
My Commission Expires: /� � �'j.� ,Zp//
This i strument �as ackr�owle
200�; by ����!-L /%/o,�� I 5 ,
Municipal Utility District No. 2 of Tan
�s GLENDA LEE
•� Notary Public, Stale ot Poxas
>� My Commicsion Expires OB•13-OB
�
e ore me, on th�_�ay of ,
�sid nt, Board of Directors of City of Fort Worth
C unty, on behalf of said�listrict.
Notary Public, ex;
Printed Name: (�
My Commission Expires:
FINAL RL Haywire MUD SPA (4).DOC 17
EXHIBIT "A"
�
Exhibit B
Legal Description of the Development
BEING a 259.098 acre tract of land located in Tarrant County, Texas, a part of the J.T. Allen
Survey, Abstract No. 67, a part of the C.E.P.I. & M. Company Survey, Abstract No. 382, a part
of the S.B. Hopkins Survey, Abstract No. 672, a part of C.E. Newman Survey, Abstract No.
1183, a part of the F. Schoeverling Survey, Abstract No. 1398, a part of the T. & N.O. R.R.
Company Survey, Abstract No. 1566, apart of the W. K. Gandy Survey, Abstract No. 1890, and
being a part of that 738.20 acre tract of land described in deed filed on 18 January 8, 2004 in
Document D2004008 174 of the Tarrant County Deed Records, and being further described as
follows:
BEGINNING at the southwest corner of said 738.20 acre tract of land, said point being in the
center of White Settlement Road (County Road 22 No. 1007);
THENCE North 00 degrees 31 minutes 00 seconds East, 4694.71 feet along the west line of said
738.20 acre tract of land to a point for corner;
THENCE South 89 degrees 29 minutes 00 seconds East, 137.38 feet to a point for corner;
THENCE South 24 degrees 36 minutes 10 seconds East, 264.01 feet to a point for corner;
THENCE South 30 degrees 26 minutes 41 seconds East, 394.46 feet to a point for corner;
THENCE South 38 degrees 12 minutes 46 seconds East, 420.12 feet to a point for corner;
THENCE South 46 degrees 49 minutes 36 seconds East, 219,32 feet to a point for corner;
THENCE South 38 degrees 40 minutes 56 seconds East, 504.19 feet to a point for corner;
THENCE North 55 degrees 00 minutes 00 seconds East, 250.00 feet to a point for corner in the
east line of said 738.20 acre tract of land;
THENCE along the east line of said 738.20 acre tract of land as follows:
South 89 degrees 34 minutes 00 seconds East, 1850,60 feet to a point for corner;
South degrees 03 minutes 00 seconds West, 3059.10 feet to a point for corner;
North 89 degrees 48 minutes 00 seconds West, 2036.40 feet to a point for corner;
South 00 degrees 08 minutes 00 seconds West, 638.10 feet to the southeast corner of said
738.20 acre tract of land, said point being in the center of White Settlement Road;
THENCE North 75 degrees 28 minutes 00 seconds West, 1280.20 feet along the south line of
said 738.20 acre tract of land and along the center of White Settlement Road to the POINT OF
BEGINNING and containing 11,286,297 square feet or 259.098 acres of land.
FINAL RL Haywire MUD SPA (4).DOC 19
Ext�ibit C
Legal I)escription of I�a���ire Ranch Road Tract
BEING all that tract of land in Tarrant County, Texas, being a portion of the C.E. NE��JI��AN
SURVEY, ABSTRACT No. 1183, the VJ.K. GANDY SURVEY, Abstract I�To. 1890, and being a
portion of the 738.20 acre Tract of land conveyed to OBIE P. LEONARD, JR., R.��.
LEONA.RD, I��IARGERY ANN HODGES, and NIARTHA JANE ANTHONY, by the deed
recorded in Volume 4897, Page 227 of the Deed Records of Tarrant County, Texas, and being
further described as follows:
COMMENCING at a P.K. nail found at the South��est corner of the aforesaid 738.20 acre Tract
of land said point lying in the approximate center line of Wh_ite Settlement Road, and also being
the Southeast corner of the Tract of 1and conveyed to J.J. DEARING AND BETSY JO
DEAIZING BROWDER by the deed recorded in Volume 8317, Page 475 of the Deed Records of
Tarrant County, Texas, and ROBERT DEARING BROWDER by the deed recorded in Volume
14336, Page 556 of the Deed Records of Tarrant County, Texas;
THENCE North 00 degrees 00 minutes 45 seconds ��Test, at 25.00 feet, passing a five-eighths
inch iron rod found in the North right-of-«�ay line of White Settlement Road; in all a total of
4694.71 feet, along the West boundary line of said 738.20 acre Tract of land and the East
boundary line of the aforesaid J.J DEA.RING, BETSI' JO DEA.RING, and ROBERT DEARING
BROWDER TRACT to a point for corner and the POP�1T OF BEGINNING of this tract of land;
THEI�TCE North 00 degrees �0 minutes 4� seconds ��Jest, 8.35 feet along the ���est boundary line
of said 738.20 acre Tract of land and tl�e East boundary line of the aforesaid J.J DEARING,
BETSY JO DEA_R.ING, and ROBERT DEARING BRO«TDER TRACT to a one-half inch iron
rod found for comer;
THENCE North 89 degrees �9 minutes 15 seconds East, 163.32 feet, departing the «%est
boundary line of said 738.20 acre Tract to a one-half inch iron rod found for comer;
THENCE I�Torth 69 degrees 31 minutes 20 seconds East, 120.00 feet to a one-half inch iron rod
found for corner lying in a curve to the left;
THENCE Southeasterly, 733.50 feet, along said cur��e to the left having a radius of 2230.00 feet,
center angle of 18 degrees �0 minutes 45 seconds, chord bearing South 29 degrees �4 minutes 03
seconds East, 730.19 feet to a one-half inch iron rod found at the end of said cur��e;
THEI�TCE South 39 degrees 19 minutes 25 seconds East, 1034.09 feet to a one-half inch iron rod
found for corner;
THENCE South �0 dearees 40 minutes 3� seconds ��Test, 1 16.03 feet to a point for c.orner;
THENCE Norih 39 degrees 12 ininutes 41 seconds �7Jest, �19.67 feet to a point for corner;
THENCE I�Torth 47 degrees 21 minutes 21 seconds ���est, 219.32 feet to a point for corner;
Exhibit C
Paee 1
THENCE North 3 8 degrees 44 minutes 31 seconds West, 420.12 feet to a point for corner;
THENCE North 30 degrees 58 minutes 26 seconds West, 394.46 feet to a point for corner;
THENCE North 25 degrees 07 minutes 55 seconds West, 264.01 feet to a point for corner;
THENCE South 89 degrees 59 minutes 15 seconds Vdest, 137.38 feet to the POII�TT OF
BEGINNING and containing 237,889 square feet or 5.461 acres of land.
Exhibit C
Page 2
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EXHIBIT "D"
R[lvlAltJCfEFt OF HA`i'YJIRE RAN�FE
(i.49..t� ACRE.S �)
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JAGK G. YVILKiN•SON QND ELNA WlLKINSON
VOL 536.B; PG. 844,, VOL. 536$, PG. 8a7,
VOL_ 5399, PG. 91. 3� VOL. 5399: PG, 94 �:
BRUCE WILI�IFJSON AN6 GAROL'YN WELKINSON FIERER:
VOL. 7800, PG. 2290 & VOL, �800; PG. 2293
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TR:ACT 1
JRfGINAL COMMERCIAL f
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Exhibit E
Legal Description of Original Commercial Property
FCNAL RL Haywire MUD SPA (4).DOC 22
. � .... , I � � . . �. . � I�l
CITY OF FT WORTH
1000 THROCKMORTON
FT WORTH, TX 76102
Submitter: CITY OF FT WORTH
5UZANNE HENDERSON
TARRANT COUNTY CLERK
TARRANT COUNTY COURTHOUSE
100 WEST WEATHERFORD
FORT WORTH, TX 76196-0401
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DO NOT DESTROY
WARN/NG - TH/S lS PART OF THE OFFIC/AL RECORD.
Filed For egistration
In rument #
04/27/2007 02:53 PM
D207145654
OPR 24 PGS
i IIIIIII IIII IIIII IIIII IIIII �III� II�I� IIIII IIIII IIIII IIII Iill
D207145654
$104.00
A�iY �Rt`�VISION WHICH RESTRICTS THE SALE, RENTAL OR USE
OF THE DESCRIBED REAL PROPERTY BECAUSE OF COLOR OR
RACE IS INVALID AND UNENFORCEABLE UNDER FEDERAL LAW.
M & C: Dt�TE
��}�'N`j" DOE ##