HomeMy WebLinkAboutContract 36199 (2) CITY SECRETARY a'
CONTRACT NO.
AGREEMENT CONCERNING CREATION AND OPERATION
OF MORNINGSTAR RANCH MUNICIPAL UTILITY DISTRICT NO. 2
OF PARKER COUNTY
STATE OF TEXAS §
COUNTY OF PARKER §
This Agreement Concerning Creation and Operation of MorningStar Ranch Municipal
Utility District No. 2 of Parker County (this "Agreement") is entered into by the City of Fort
Worth, Texas, a home-rule municipal corporation situated in Tarrant, Denton, and Wise
Counties, Texas (the "City"); WYA The Ranch at Mary's Creek, Ltd., a Texas limited
partnership ("Owner"); and MorningStar Ranch Municipal Utility District No. 2 of Parker
County, a municipal utility district to be created by the Texas Commission on Environmental
Quality (the "TCEQ") or the Texas Legislature, pursuant to Article XVI, Section 59, of the
Texas Constitution and Chapters 49 and 54 of the Texas Water Code (the "District"), which
District, after the District Confirmation Date, will become a party to this Agreement.
ARTICLE I
RECITALS
A. Owner has represented to the City that Owner is the owner of approximately
356.829 acres in Parker County, Texas, consisting of a 176.610-acre tract and a 180.219-acre
tract, as shown on Exhibit A and described in Exhibit B attached to this Agreement (the
"Property"). The Property lies entirely within the City's extraterritorial jurisdiction ("ETF).
B. Owner intends to submit a petition to the TCEQ for creation of a municipal utility
district encompassing the Property.
C. Owner intends to develop the Property as a mixed-use master-planned community
to be known as "MorningStar Ranch", together with approximately 380.316 acres contiguous to
the Property over which Owner intends to create MorningStar Ranch Municipal Utility District
No. 1, and which is subject to separate agreements between Owner and the City (the "District
One Property").
D. Owner has submitted a petition to the City (the "Consent Petition") for consent to
creation of a municipal utility district encompassing the Property (the "District").
E. On December 4, 2007, pursuant to the Consent Petition, the City Council of the
City adopted Resolution No. 3561-12-2007 consenting to the creation of the District
encompassing the Property by the TCEQ or, in the alternative, by the Texas Legislature and
consenting to the District obtaining road powers by the action of the Texas L is a ure or
TCEQ (the "Consent Resolution"), which Consent Resolution approved, and i subject to, tNe",U
terms and conditions of this Agreement.
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F. Owner has petitioned the City requesting that certain commercial portions of the
Property be annexed into the corporate limits of the City for the limited purpose of allowing the
City to impose a sales and use tax.
G. The purposes of this Agreement are to set out the mutually agreeable terms and
conditions relating to the creation and operation of the District. It is an essential element of the
granting of the City's consent to the creation of the District that, after the District Confirmation
Date, the District will approve and execute this Agreement and become a Party to the
Agreement.
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
ARTICLE II
DEFINITIONS
"Agreement" means this Agreement Concerning Creation and Operation of MomingStar
Ranch Municipal Utility District No. 2 of Parker County.
"Assignee" means a successor to Owner as defined in Section 13.10(b) of this
Agreement.
"Attorney General" means the Attorney General of the State of Texas.
"Board" means the Board of Directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or
other instrument evidencing a proportionate interest in payments, due to be paid by the District,
or (b)any other type of obligation that (1) is issued or incurred by the District under the
District's borrowing power, without regard to whether it is subject to annual appropriation, and
(2) is represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding Bonds, but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"Bond Limit Amount" means the maximum amount of Bonds, excluding refunding
Bonds, that may be issued by the District pursuant to Section 5.04 of this Agreement.
"CFA Policy" means the City's "Policy for the Installation of Community Facilities" as
amended March 20, 2001 (M & C G-13181) and as further amended from time to time as of the
Filing Date, except any amendments from which the Property is exempt pursuant to Chapter 245
of the Local Government Code.
"Citv"means the City of Fort Worth, Texas, a home rule municipality located in Tarrant,
Wise, and Denton Counties.
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"City Attorney"means the City Attorney of the City.
"Citv Code"means the Code of the City of Fort Worth.
"City Council"means the City Council of the City.
"City Manager"means the City Manager of the City.
"City Objection" means an objection by the City to a Bond issue as defined in
Section 5.10 of this Agreement.
"City Review Fees" means: (i)the fees and charges applicable to the City's preliminary
and final plat review and approval process according to the fee schedule adopted by the City
Council and in effect on the date of submittal of each plat application; and (ii) fees and charges
applicable to the review of plans relating to construction of Infrastructure according to the fee
schedule adopted by the City Council and in effect on the date of submittal of such plans.
"City Secretary" means the City Secretary of the City.
"Consent Petition" means the petition submitted by Owner or its predecessor in title to
the City requesting the City's consent to the creation of the District.
"Consent Resolution" means Resolution No. 3561-12-2007 adopted December 4, 2007,
by the City Council approving this Agreement and containing the City's consent to the creation
of the District.
"Contractor" means a person or entity that constructs, alters or repairs Infrastructure
required to serve the Property.
"Development Agreement" means the Development Agreement for MorningStar Ranch
governing the Property and the District One Property approved by the City Council on
December 4, 2007 (City Secretary Contract No. 36202, M & C-22562).
"Development Director" means the Director of the City's Planning and Development
Department.
"District"means MorningStar Ranch Municipal Utility District No. 2 of Parker County.
"District Confirmation Date" means the date on which the Board canvasses the results of
the election held within the District confirming the creation of the District.
"District One Property" means that approximately 380.316-acre tract in Parker County,
Texas, contiguous to the Property, which is owned by Owner and proposed for inclusion in
MorningStar Ranch Municipal Utility District No. 1 of Parker County.
"Effective Date"means the date this Agreement is fully executed by the City and Owner.
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"ETJ"means the extraterritorial jurisdiction of a city as defined by the Local Government
Code, as amended, with the City's ETJ being an unincorporated area presently extending five
miles from the City's corporate limits, excluding other incorporated municipalities and their
respective ETJs.
"Filing Date" means July 24, 2006, the date on which the application for approval of
preliminary plat PP-06-039 (which was approved by the City's Plan Commission on August 23,
2006) was submitted to the City. If PP-06-039 expires, "Filing Date" shall be deemed to be the
same date as the Effective Date of the Development Agreement, subject to progress made toward
completion of the Project. For purposes of this section, "Project"means the development of the
Property in accordance with this Agreement. If no progress is made toward completion of the
Project by January 29, 2013, the "Filing Date" shall be deemed to be the date the first permit
application relating to the Project is filed with the City after January 29, 2013. For purposes of
this section,"progress"includes any one of the following:
(a) an application for a final plat or plan is submitted to a regulatory agency,
including without limitation the City;
(b) a good-faith attempt is made to file with a regulatory agency, including without
limitation the City, an application for a permit necessary to begin or continue towards
completion of the Project;
(c) costs have been incurred for developing the Project including, without limitation,
costs associated with roadway,utility and other infrastructure facilities designed to serve,
in whole or in part (but exclusive of land acquisition) in the aggregate amount of five
percent of the most recent appraised market value of the Property;
(d) fiscal security is posted with a regulatory agency, including without limitation the
City,to ensure performance of an obligation required by such regulatory agency; or
(e) utility connection fees or impact fees for the Project have been paid to a
regulatory agency, including without limitation the City.
"Finance Director"means the Director of the City's Finance Department.
"Governing Regulations" means all City ordinances, regulations, policies, manuals and
other requirements relating to Infrastructure, including without limitation the design, location,
construction, operation and maintenance thereof, that were applicable within the City's corporate
limits on the Filing Date. Further, "Governing Regulations" includes all amendments to the
foregoing requirements and all new requirements relating to Infrastructure that are adopted or
approved after the Filing Date, except any amendments from which the Property is exempt
pursuant to Chapter 245 of the local Government Code.
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"Groundwater System" means irrigation wells, drinking water wells, storage ponds,
tanks,pump stations, distribution lines and meters designed and constructed to serve the Property
with groundwater.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Property, whether located within or outside
the Property, excluding the Groundwater System. When "Infrastructure" is expressly identified
as water Infrastructure or wastewater Infrastructure, "Infrastructure" is limited to the specified
type.
"Infrastructure Inspection Fees" means the fees applicable to the inspection and testing of
Infrastructure according to the fee schedule adopted by the City Council and in effect on the date
of the inspection.
"Local Government Code" means the Texas Local Government Code, as amended.
"Notice" means notice as defined in Section 13.01 of this Agreement.
"Owner" means WYA The Ranch at Mary's Creek, Ltd., a Texas limited partnership, and
its successors and Assignees as permitted by this Agreement.
"Party" means, individually,.the City, Owner, or the District, their successors and their
Assignees as permitted by this Agreement.
"Property" means, collectively, that certain 176.610-acre tract and that certain 180.219-
acre tract located in Parker County, Texas as shown on Exhibit A and described in Exhibit B.
"Strategic Partnership Agreement" means the Strategic Partnership Agreement Between
the City of Fort Worth, Texas and MorningStar Ranch Municipal Utility District No. 2 of Parker
County attached hereto as Exhibit C.
"Subdivision Regulations" means the City's Subdivision Ordinance .No. 7234 and Plan
Commission Rules and Regulations in effect on the Filing Date and including all amendments to
the foregoing regulations that are adopted after the Filing Date, except any amendments from
which the Property is exempt pursuant to Chapter 245 of the Local Government Code.
"TCEQ"` means the Texas Commission on Environmental Quality or its successor state
agency.
"Utility Agreement" means the Utility Agreement for MorningStar Ranch approved by
the City Council on December 4, 2007 (City Secretary No. 36195, M& C-22562) relating to the
provision of water and wastewater service and the construction, ownership, operation and
maintenance of water and wastewater infrastructure for the Property and the District One
Property.
"Water Code" means the Texas Water Code.
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"Water Director"means the Director of the City's Water Department.
ARTICLE III
CITY CONSENTS
In accordance with the terms of this Agreement, the City consents to (a) the creation of
the District encompassing the Property by the TCEQ or the Texas Legislature consistent with the
terms of this Agreement; (b) the District obtaining road powers by action of the TCEQ or the
Texas Legislature; and (c)the calling and holding of an election within the District to confirm
the creation of the District.
ARTICLE IV
EXECUTION OF AGREEMENTS
4.01 Documents To Be Executed. Owner covenants and agrees to cause the District to
approve, execute and deliver this Agreement and the Utility Agreement to the City within thirty
(30) days after the District Confirmation Date and to approve, execute and deliver the Strategic
Partnership Agreement to the City within ninety (90) days after the District Confirmation Date.
4.02 Issuance of Bonds. If the District fails to approve, execute and deliver to the City
any one or more of the agreements identified in Section 4.01 of this Agreement within the time
frames required by Section 4.01 and such failure is not cured within fifteen (15) days after
Notice from the City to Owner and the District, such failure shall constitute a material breach of
this Agreement by Owner and shall entitle the City to prevent the issuance of Bonds until the
failure has been cured.
4.03 Reimbursement. If Owner fails to cause the District to approve, execute and
deliver to the City any one or more of the agreements identified in Section 4.01 of this
Agreement within the time frames required by Section 4.01 and such failure is not cured within
fifteen (15) days after Notice from the City to Owner and the District, then Owner shall not, from
and after the date of such failure, enter into any agreements with the District or seek
reimbursement from the District for any expenses incurred in connection with the District or
development of the Property until the failure has been cured.
4.04 Strategic Partnership Agreement. By approval of this Agreement, the City has
approved the form of the Strategic Partnership Agreement; however, pursuant to
Section 43.0751(e) of the Local Government Code, the City Council is authorized to adopt the
Strategic Partnership Agreement only after such agreement has been adopted by the Board.
ARTICLE V
ISSUANCE OF BONDS
5.01 Issuance of Bonds. The District may issue Bonds only as permitted by law and
this Agreement.
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5.02 Pumoses. The purposes for which the District may issue Bonds shall be restricted
to the following:
(a) Purchase, construction, acquisition, repair, extension, and improvement of land,
easements, works, improvements, facilities, plants, equipment, and appliances
necessary to:
(i) provide a water supply for the District for municipal uses, domestic uses
and commercial purposes;
(ii) collect, transport, process, dispose of and control all domestic, industrial,
or communal wastes whether in fluid, solid, or composite state;
(iii) gather, conduct, divert and control local storm water or other local harmful
excesses of water in the District;
(iv) construct, acquire, improve, maintain and operate macadamized, graveled,
or paved roads and turnpikes and improvements in aid of such roads and
turnpikes (subject to approval of road powers by action of the Texas
Legislature or the TCEQ);
(b) Establishment, operation, maintenance and construction of facilities for the
provision of police, fire-fighting and other emergency services within the District;
(c) Purchase, construction, acquisition, repair, extension, and improvement of land,
easements, works, improvements, facilities, plants, equipment, and appliances as
shall be consistent with the purposes for which the District is organized;
(d) Payment of organization expenses, initial operation expenses, cost of issuance,
interest during construction and capitalized interest; and
(e) Refunding of any outstanding Bonds of the District for debt service savings;
provided, however, that any such refunding Bonds otherwise satisfy the
requirements of this Agreement.
5.03 Limitations on Bonds. Owner and the District acknowledge that but for this
Agreement, pursuant to Section 54.016 of the Water Code, the City's consent to inclusion of the
Property within the District could include restrictions on the purposes for which the District may
issue Bonds and that those restrictions could entirely prohibit issuance of Bonds for roads.
5.04 Bond Limit Amount. In consideration for the City's consent to the issuance of
bonds for road projects pursuant to Section 5.02(a)(iv), the District agrees that the total amount
of Bonds issued by the District for all purposes (excluding refunding Bonds) shall not exceed
$60,000,000 less the amount of funds expended by the District pursuant to Sections 4.03(a), (b)
and (c) of the Strategic Partnership Agreement for any of the authorized purposes listed in
Section 5.02 (the "Bond Limit Amount") unless specifically approved by the City Council.
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Owner and the District acknowledge that the Bond Limit Amount is sufficient to accomplish the
purposes of the District and that Owner and the District have voluntarily agreed to the Bond
Limit Amount in consideration for the City's consent to the issuance of bonds for roads. District
facilities, if any, the cost of which exceeds the Bond Limit Amount will be dedicated to the
District without reimbursement unless otherwise approved by the City Council.
5.05 Bond Requirements. The District shall obtain all necessary authorizations for
Bonds issued to finance the acquisition or construction of facilities and infrastructure for the
benefit of the District in accordance with this Agreement and laws applicable to the District. All
Bonds issued by the District shall comply with the following requirements:
(a) Maximum maturity of 25 years for any one series of Bonds;
(b) Interest rate that does not exceed 2% above the highest average interest rate
reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one
month period immediately preceding the date that the notice of the sale of such
Bonds is given;
(c) The Bonds shall expressly provide that the District shall reserve the right to
redeem Bonds at any time beginning not later than the tenth (10th) anniversary of
the date of issuance, without premium. No variable rate Bonds shall be issued by
the District without City Council approval;
(d) Any refunding Bonds of the District must provide for a net present value savings
equal to three percent (3%) or more of the principal amount of the refunded
Bonds, and, further, must provide that: (i)the latest maturity of the refunding
Bonds may not extend beyond the latest maturity of the refunded Bonds unless
approved by the City Council; and (ii) the refunding Bonds shall be structured
with a call date not to exceed seven (7) years from the date of issuance of the
refunding Bonds;
(e) No Bonds shall be issued having an issuance date more than fifteen (15) years
after the District Confirmation Date, without the City's written approval; and
(f) No Bonds shall be issued unless the principal amount of outstanding Bonds,
together with the amount of the proposed Bonds, would be equal to or less than
fifteen percent (15%) of either the certified taxable assessed valuation or most
current certified estimate of taxable assessed valuation within the District
according to the Parker County Appraisal District or its successor.
5.06 Certifications. With respect to any matter required by this Article V to be
certified in writing, this Agreement also requires, and the District hereby warrants, that every
statement in any certification shall be true and correct in all material respects and that the person
signing the certification has been given the requisite authority to do so on behalf of the District.
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5.07 Economic Feasibility. Before submission of an application for approval of
issuance of Bonds to the TCEQ or the Attorney General, the District's financial advisor shall
certify in writing to the City Secretary, City Manager, and Finance Director that the Bonds are
being issued within the then-current economic feasibility guidelines established by the TCEQ for
districts issuing bonds for water, sewer, drainage or road facilities in Parker County.
5.08 Notice of Bond Issues. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ or the Attorney General, whichever
occurs first, the District shall deliver to the City Secretary, City Manager, and Finance Director
the certification required by Section 5.07 and Notice containing: (a) the amount of Bonds being
proposed for issuance; (b) a description of the projects to be funded and/or the Bonds to be
refunded by such Bonds; and (c) the proposed debt service and District tax rate after issuance of
the Bonds. If the District is not required to obtain TCEQ approval of the issuance of the Bonds,
the District shall deliver such certification and Notice to the City Secretary, City Manager, and
Finance Director at least sixty (60) days prior to issuance of Bonds, except refunding Bonds, by
the District.
5.09 Compliance with Agreements. At least thirty (30) days before submission of an
application for approval of issuance of Bonds to the TCEQ or the Attorney General, whichever
occurs first, the District shall certify in writing to the City Secretary, City Manager, and Finance
Director that the District is not in breach of any material provision of the Consent Resolution,
this Agreement, the Utility Agreement or the Strategic Partnership Agreement. Material
provisions include, but are not limited to, Sections 4.01, 5.01, 5.02, 5.04, 5.05, 5.06, and 6.01
and Articles VII and IX of this Agreement, but shall expressly exclude Section 6.09.
5.10 Bond Objections. The City shall have a period of sixty (60) days after receiving
the last of the certifications and Notices required by Sections 5.08 and 5.09 of this Agreement
within which to object to the Bonds. If the City fails to object to a proposed Bond issue within
such 60-day period, the City shall be deemed to have waived all objections. The only basis for
an objection by the City to a proposed Bond issue shall be that the District is in default of a
material provision of the Consent Resolution, this Agreement, the Utility Agreement, or the
Strategic Partnership Agreement. If the City objects to a proposed Bond issue (a "City
Objection"), such objection (a) shall be in writing; (b) shall be given to the District; (c) shall be
signed by the City Manager or the City Manager's designee; and (d) shall specifically identify
the material provision(s) of the Consent Resolution, this Agreement, the Utility Agreement or the
Strategic Partnership Agreement for which the District is in default. It shall not be a basis for a
City Objection that the City disagrees with the District's financial advisor as to the financial
feasibility of the Bonds so long as the proposed Bonds are approved by the TCEQ and the
Attorney General. In the event a City Objection is timely given to the District (as required by
this section) with respect to a specific Bond application, the City and the District shall cooperate
to resolve the City Objection within a reasonable time, and the Bond application to which the
City Objection applies shall be delayed until the City Objection has been cured or waived.
Unless otherwise cured by written agreement of the Parties, a City Objection shall be deemed
cured if (x)the District files a petition seeking declaratory judgment in state district court;
(y)thirty (30) days before filing the petition the District gives the City Attorney and City
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Manager Notice of, and waives any objections to the City's right to intervene in, such a
declaratory judgment action; and (z)the district court determines that the District is not in default
with respect to any material provision of the Consent Resolution, this Agreement, the Utility
Agreement, or the Strategic Partnership Agreement or, alternatively, finds that if such. a default
had previously.occurred, the default has been cured. A City Objection may be waived by the
City at any time.
5.11 Official Statements. Within thirty (30) days after the District closes the sale of
each series of Bonds, the District shall deliver to the City Secretary, City Manager, and Finance
Director a copy of the final official statement for such series of Bonds. If the City requests
additional information regarding such issuance of the Bonds, the District shall promptly provide
such information at no cost to the City.
5.12 Reimbursement Agreements.
(a) The District shall not enter into agreements with landowners or developers for
reimbursement of costs incurred in connection with the District with a total
reimbursement amount exceeding the Bond Limit Amount.
(b) All agreements entered into by the District with landowners or developers for
reimbursement of costs incurred in connection with the District shall provide that:
(i)the District will not reimburse the landowner or developer for costs not
evidenced by Bonds issued within fifteen (15) years after the District
Confirmation Date without the City's written consent; and (ii)the landowner or
developer waives all claims against the City for reimbursement of obligations not
evidenced by Bonds issued within fifteen (15) years after the District
Confirmation Date.
5.13 Use of Cost Reimbursements for Bond Debt Payments. If the District or Owner
receives payment from any party connecting to any Infrastructure constructed by Owner or the
District, pursuant to a "per acre" or "per MGD" ordinance or similar regulation, the District or
Owner, as applicable, shall use such payments in the following order of priority:
(a) Reimbursement for the construction or installation of Infrastructure;
(b) Funding the construction or installation of Infrastructure; and
(c) Purchasing and retiring any Bond after the tenth anniversary of its issuance.
ARTICLE VI
DESIGN, CONSTRUCTION, INSPECTION, DEDICATION, OPERATION
AND MAINTENANCE OF DISTRICT FACILITIES
6.01 Infrastructure Standards. All Infrastructure shall be designed and constructed in
compliance with: (a)the Governing Regulations; (b) the rules and regulations, if any, of the
District; (c)the rules and regulations of the TCEQ; and (d) the Utility Agreement. In the event
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of any conflict between the Governing Regulations and the rules and regulations of the District,
the Governing Regulations shall control unless otherwise agreed in writing by the Development
Director. With respect to water Infrastructure and wastewater Infrastructure standards, in the
event of any conflict between this Agreement and the Utility Agreement, the Utility Agreement
shall control.
6.02 Plan Review; Payment of Fees; and Pre-Construction Conference. Construction
of Infrastructure shall not commence until the plans and specifications have been reviewed and
approved by the City for compliance with the Governing Regulations; a pre-construction
conference has been held by the Contractor, the District's engineer and representatives of the
City's Department of Engineering; and the applicable City Review Fees have been paid.
6.03 Community Facilities Agreements. Construction of Infrastructure shall not
commence until Owner has executed a Communities Facilities Agreement if required by the
CFA Policy. In the event of a conflict between this Agreement and the CFA Policy, this
Agreement will prevail.
6.04 Reports; Inspections. The District, or Owner on behalf of the District, may
employ a consulting engineer to oversee construction of the Infrastructure. City inspectors or
third party inspectors pursuant to the City's third party inspection process shall inspect and test
the Infrastructure. The District, or Owner on behalf of the District, shall pay all Infrastructure
Inspection Fees. The City shall use its best efforts to cooperate with the District's consulting
engineer to prepare all inspection reports required by TCEQ in a form acceptable to TCEQ. The
City, however, in no way guarantees that the Infrastructure will be constructed in a manner
acceptable to TCEQ or that TCEQ will approve the issuance of Bonds by the District.
6.05 Contracts with Contractors. Owner shall incorporate the requirements of this
Article VI into written construction contracts with all Contractors who are not Owners. All
contracts with such non-Owner Contractors shall provide that the City is a third-party beneficiary
of, and may enforce the contracts against, the Contractor.
6.06 Access by City Employees. Upon prior Notice by the City, any duly authorized
employee of the City bearing proper credentials and identification shall be granted access to any
property of the District within the Property as the City may determine necessary for the purpose
of inspection and testing of Infrastructure.
6.07 Wastewater Service; Dedication of Wastewater Infrastructure and Easements to
City. The District will dedicate all wastewater Infrastructure constructed by or on behalf of the
District both inside and outside the Property, together with all easements for such Infrastructure,
to the City upon final inspection and acceptance of such Infrastructure by the City, in accordance
with the Utility Agreement. Thereafter, the City will provide retail wastewater service to the
Property.
6.08 Water Service; Dedication of Water Infrastructure and Easements to City. The
District will dedicate all water Infrastructure constructed by or on behalf of the District, both.
inside and outside the Property, together with all easements for such Infrastructure, to the City
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upon final inspection and acceptance of such Infrastructure by the City, in accordance with the
Utility Agreement. Thereafter, the City will provide retail potable water service to the Property.
The District will supply groundwater for irrigation. The Groundwater System shall remain the
property of the District, except as otherwise provided by the Utility Agreement.
6.09 Operation and Maintenance of Infrastructure. The District shall cause all
Infrastructure to be operated and maintained in accordance with the Utility Agreement, except
for water and wastewater infrastructure dedicated to the City pursuant to Section 6.07 and
Section 6.08, which shall be operated and maintained by the City in accordance with the Utility
Agreement.
6.10 As-Built Drawings. The District shall deliver mylar as-built drawings for all
Infrastructure to the City's Engineering Department within thirty (30) days after final inspection.
ARTICLE VII
REPORTING REQUIREMENTS
The District shall: (a) send a copy of each order or other action setting an ad valorem tax
rate to the City Secretary, City Manager, and Finance Director within thirty (30) days after the
District adopts the rate; (b) send a copy of each annual audit to the City Secretary, City Manager,
and Finance Director within thirty (30) days after approval by the Board; and (c) provide copies
of any material event notices filed under applicable federal securities laws or regulations to the
City Secretary, City Manager, and Finance Director within thirty (30) days after filing such
notices with the applicable federal agency.
ARTICLE VIII
AREA OF, AND LIMITATIONS ON, SERVICE
The District shall not sell or deliver services to areas outside the District without prior
City Council approval; provided, however, the District may serve a maximum of ten (10) retail
residential water connections outside the District with the Water Director's written approval.
ARTICLE IX
CONVERSION, CONSOLIDATION, DIVISION OR
ANNEXATION BY DISTRICT
Without prior City Council approval, the District shall not (a) convert into another type of
district; (b) consolidate with another district; (c) divide into two or more districts; (d) seek
additional governmental powers beyond those described in Section 5.02; or (e) annex land.
ARTICLE X
ANNEXATION OF DISTRICT BY CITY
10.01 General Terms. The Parties acknowledge and agree that the Property lies wholly
within the City's ETJ, is not bordered by another city, town, or village, and is not currently
included in the City's annexation plan. The Parties further acknowledge that the creation of the
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District, and the City's consent thereto, are for purposes that include promoting the orderly
development and extension of City services to the Property upon annexation.
10.02 Incorporation. In furtherance of the purposes of this Agreement, the District and
Owner, on behalf of themselves and their respective successors and Assignees, covenant and
agree to the extent allowed by law that, except upon written consent of the City Council, neither
the District nor Owner will: (a) seek or support any effort to incorporate the Property or any part
thereof; or (b) sign, join in, associate with, or direct to be signed any petition seeking to
incorporate any of the Property or seeking to include any of the Property within the boundaries
of any other incorporated entity.
10.03 Notice. Within thirty (30) days after the District Confirmation Date, the District
shall file in the real property records of Parker County: (a) a notice in the form required by
Section 49.452 of the Water Code; and (b)a notice in the form of Exhibit D attached to this
Agreement stating that the City has the authority to annex the District subject to the limitations
set forth in Section 10.05.
10.04 Annexation of Portions of Pronerty. Owner and the District agree to cooperate
with and 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, each of which may not 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. The City agrees that such areas shall be located within right-of-way areas or
along lot lines whenever possible. Notwithstanding the zoning designation approved for the
annexed area, such area can be developed and used in accordance with the Development
Agreement.
10.05 Full Purpose Annexation. The City will not annex the Property for full purposes
any earlier than the first to occur of: (a) the dissolution of the District (other than as a result of
annexation by the City); or(b) January 29, 2023, which is 15 years after the effective date of the
Development Agreement.
10.06 Limited Purpose Annexation. The Parties agree that the City shall have the right
to annex those portions of the Property that are intended for development for the sole and limited
purpose for the City to impose its sales and use tax within the boundaries of such retail areas,
pursuant to Section 43.0751 of the Local Government Code. The terms and conditions upon
which such limited purpose annexations may occur shall be set forth in the Strategic Partnership
Agreement.
ARTICLE XI
TERM OF AGREEMENT
This Agreement shall be effective from the Effective Date and shall continue in effect
until the District is annexed for full purposes and dissolved by the City or until terminated in
writing by mutual agreement of the City and the District; provided, however, if the creation of
MorningStar Ranch MUD No.2
Final Agreement Concerning Creation and Operation
Page 13
016391.00010:1051149.06
the District has not been confirmed at an election conducted on or before June 1, 2001, this
Agreement may be terminated by the City by providing Notice to Owner.
ARTICLE XII
BREACH, NOTICE AND REMEDIES
12.01 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.
12.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after receipt of Notice of the breach and 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 14-day period, the non-
breaching Party shall not bring any action so long as the breaching Party has commenced to cure
the default within such 14-day period and diligently completes the cure within a reasonable time
without unreasonable cessation of the work.
12.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek an action under
the Uniform Declaratory Judgment Act, specific performance, mandamus, injunctive relief, and
other remedies described in this Agreement; provided, however, the non-breaching Party shall
not be entitled to terminate this Agreement and each Party specifically waives any right such
Party has or in the future may have to terminate this Agreement (except for the right of the City
to terminate as provided in Article XI of this Agreement). No Party may seek or recover actual,
consequential or any other type of monetary damages or awards, including but not limited to
attorney's fees, in the event that any Party brings suit under or related to this Agreement.
12.04 Governmental Powers, Waiver of Immunity. By execution of this Agreement,
neither the City nor the District waives or surrenders any of its respective governmental powers,
immunities or rights, except as specifically waived pursuant to this section. The City and the
District mutually waive their governmental immunity from suit and liability only as to any action
brought by a Party to pursue the remedies available under this Agreement and only to the extent
necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or
immunities that the City or the District has with respect to suits against the City or the District by
persons or entities other than the District or a Party to this Agreement. Nothing in this
Agreement is intended to delegate or impair the performance by the City of its governmental
functions, and the City waives any claim or defense that any provision of this Agreement is
unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the
City's performance of its governmental functions.
MorningStar Ranch MUD No.2
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ARTICLE XIII
ADDITIONAL PROVISIONS
13.01 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Party to another under this Agreement shall be given in
writing addressed to the Party to be notified at the address set forth below and shall be deemed
given: (a) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (b) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; (c) when the Notice is delivered by
Federal Express, UPS, or another nationally recognized courier service with evidence of delivery
signed by any person at the delivery address; or (d) five business days after the Notice is sent by
FAX (with electronic confirmation by the sending FAX machine) with a confirming copy sent by
United States mail within 48 hours after the FAX is sent. If any date or period provided in this
Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the
Notice shall be extended to the first business day following the Saturday, Sunday, or legal
holiday. For the purpose of giving any Notice, the addresses of the Parties are set forth below.
The Parties may change the information set forth below by sending Notice of such changes to the
other Parties as provided in this section.
To the City:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
FAX: 817-392-6196
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth,Texas 76102
Attn: City Manager
FAX: 817-392-6134
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Development Director
FAX: 817-392-7985
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Attorney
FAX: 817-392-8359
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City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Finance Director
FAX: 817-392-8966
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: Engineering Director
FAX: 817-871-7895
To the District:
MorningStar Ranch Municipal Utility District No. 2
of Parker County
c/o: Coats Rose
5420 LBJ Freeway, Suite 1300
Dallas, Texas 75240
Attn: Timothy G. Green
FAX: 972-982-8451
To Owner:
WYA The Ranch at Mary's Creek, Ltd.
1122 Jackson Street
Suite 616
Dallas, Texas 75202
Attn: Allen Jones
FAX: 214-593-1196
13.02 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
13.03 City Consent and Approval. In any provision of this Agreement that provides for
the consent or approval. of the City staff or City Council, such consent or approval may be
withheld or conditioned by the staff or City Council at its sole discretion, except as provided in
Section 5A.
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13.04 Governing Law and Venue. THIS AGREEMENT MUST BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,
AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS
AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO
THE CONTRARY. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS
PERFORMABLE IN 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.
13.05 Authority to Execute. The City warrants that this Agreement has been approved
by the City Council in accordance with all applicable public meeting and public notice
requirements (including, but not limited to, notices required by the Texas Open Meetings Act)
and that the individual executing this Agreement on behalf of the City has been authorized to do
so. Owner warrants that the execution of this Agreement is duly authorized in conformity with
its articles of incorporation, bylaws, partnership agreement, or other applicable organizational
documents and that the individual executing this Agreement on behalf of Owner has been
authorized to do so. The District warrants that this Agreement has been approved by the Board
in accordance with all applicable public meeting and public notice requirements (including, but
not limited to, notices required by the Texas Open Meetings Act) and that the individual
executing this Agreement on behalf of the Board has been authorized to do so.
13.06 Entire Agreement; Severability. The provisions of this Agreement are severable.
If 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
4
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 severed provision which new provision
shall, to the extent possible, accomplish the intent of the Parties evidenced by the severed
provision. Without limiting the generality of the foregoing, (i) if it is determined that, as of the
Effective Date, Owner does not own any portion of the Property, this Agreement shall remain in
full force and effect with respect to all of the Property that Owner does then own, and (ii) if it is
determined, as of the Effective Date, that any portion of the Property is not within the City's
ETJ, this Agreement shall remain in full force and effect with respect to all of the Property that is
then within the City's ETJ. If at any time after the Effective Date it is determined that any
portion of the Property is no longer within the City's ETJ, this Agreement shall remain in full
force and effect with respect to all of the Property that remains within the City's ETJ.
13.07 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for any Party to perform its obligations under this Agreement, the Parties will
cooperate to amend the Agreement in such a manner that is most consistent with the original
intent of the Agreement as, legally possible.
MorningStar Ranch MUD No. 2
Final Agreement Concerning Creation and Operation
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13.08 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon the request of any other Party, execute and/or
exchange any other documents necessary to effectuate the terms of this Agreement and perform
any further acts as the other Party may reasonably request to effectuate the terms of this
Agreement.
13.09 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of the Agreement.
13.10 Assignment.
(a) Neither the District nor the City may assign this Agreement without the written
consent of the other Parties.
(b) Owner has the right, from time to time, to assign this Agreement, in whole or in
part, and including any obligation, right, title, or interest of Owner under this
Agreement, to the District (after the District Confirmation Date) and to any
person or entity (an "Assignee") without the consent of the City, provided that the
following conditions are satisfied:
(i) if not the District, Assignee is a successor owner of all or any part of the
Property or is a lender to Owner or a successor owner of all or any part of
the Property; or
(ii) if not the District, Assignee has a contractual right to be reimbursed for
water, sewer, drainage, roads or other eligible expenses from District
Bonds (or has a lien or other security interest in such reimbursements);
and
(iii) the assignment is in writing executed by Owner and Assignee in the form
of assignment attached as Exhibit E; and
(iv) Assignee expressly assumes in the assignment any assigned obligations
and expressly agrees in the assignment to observe, perform, and be bound
by this Agreement to the extent this Agreement relates to the obligations,
rights, titles, or interests assigned; and
(v) A copy of the executed assignment is provided to all Parties within fifteen
(15) days after execution.
(c) Provided the foregoing conditions are satisfied, from and after the date the
assignment is executed by Owner and Assignee, the City agrees to look solely to
Assignee for the performance of all obligations assigned to Assignee and agrees
that Owner shall be released from performing the assigned obligations and from
any liability that results from the Assignee's failure to perform the assigned
obligations. No assignment by Owner shall release Owner from any liability that _�N^
MorningStar Ranch MUD No.2
Final Agreement Concerning Creation and Operation
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016391.00010:1051149.06
resulted from an act or omission by Owner that occurred prior to the effective date
of the assignment. Owner shall maintain written records of all assignments made
by Owner (including, for each Assignee, the Notice information required by this
Agreement and a copy of each executed assignment) and, upon written request
from any Party or Assignee, shall provide a copy of such records to the requesting
person or entity. It is specifically intended that this Agreement, and all terms,
conditions and covenants herein, shall survive a transfer, conveyance, or
assignment occasioned by the exercise of foreclosure of lien rights by a creditor
or a Party, whether judicial or nonjudicial. This Agreement shall be binding upon
and insure to the benefit of the Parties and their respective successors and
Assignees. Notwithstanding the foregoing, however, Owner shall not have the
right to assign this Agreement, or any right, title, or interest of Owner under this
Agreement, until the District has become a Party.
13.11 Amendment. This Agreement may be amended only with the written consent of
all Parties and with approval of the governing bodies of the City and the District.
13.12 Interpretation. The Parties acknowledge that each party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days. Wherever required by context, the singular shall
include the plural, and the plural shall include the singular. Each defined term herein may be
used in its singular or plural form whether or not so defined.
13.13 No Third Party Beneficiary. This Agreement is solely for the benefit of the
Parties, and neither the City, the District nor Owner intends by any provision of this Agreement
to create any rights in any third-party beneficiaries or to confer any benefit upon or enforceable
rights under this Agreement or otherwise upon anyone other than the City, the District and
Owner.
13.14 Reimbursement for City's Professional Fees. Owner will reimburse the City for
reasonable attorneys fees incurred by the City in connection with negotiation of this Agreement,
the Development Agreement, the Strategic Partnership Agreement, the Utility Agreement, and
any other documents executed by Owner, the District, and the City in connection with the
Property up to a maximum amount of$10,000. Owner's obligation is limited to the actual, out-
of-pocket costs and expenses paid to or owed to third parties for services rendered prior to the
approval of this Agreement by the City Council. Owner shall reimburse the City for such fees
within thirty (30) days after this Agreement has been executed by the City and Owner and the
City has delivered to Owner an invoice for such fees setting forth in reasonable detail a
description of the work performed, including identification of the attorney who performed the
work, the date on which the work was performed, and the time spent on each date.
13.15 Recitals. The recitals contained in this Agreement: (a) are true and correct as of
the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
MorningStar Ranch MUD No.2
Final Agreement Concerning Creation and Operation
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016391.00010:1051149.06
Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the
Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to
interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals,
shall be taken into consideration and, to the maximum extent possible, given full effect. The
Parties have relied upon the recitals as part of the consideration for entering into this Agreement
and, but for the intent of the Parties reflected by the recitals, would not have entered into this
Agreement.
13.16 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 Property
Exhibit B Legal Description of the Property
Exhibit C Strategic Partnership Agreement
Exhibit D Annexation Notice
Exhibit E Assignment and Assumption Agreement
13.17 Conspicuous Provisions. The City, the District, and Owner acknowledge that the
provisions of this Agreement set out in bold, capitals (or any combination thereof) satisfy the
requirements for the express negligence rule and/or are conspicuous.
13.18 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
IN WITNESS WHEREOF, each Party has caused this Agreement to be executed by its
undersigned duly authorized representative in multiple copies on the date or dates indicated
below.
ATTEST: CITY OF FORT WORTH
Robe--r D. Goode , Ad'r%^I
w By
Marty Hendri , City Secretary arc/tt, Assistant City Manager
Date: L d
APPROVED AS TO FORM AND
LEGALITY:
Contract Authorizatioa
Assistant City orney
Date
MorningStar Ranch MUD No.2
Final Agreement Concerning Creation and Operation j LGS�
Page 20
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STATE OF TEXAS §
COUNTY OF TARRANT §
.�v17�r
This instrument was acknowledged before me, on the day o , 200'%,.,;xr;kj GDr
kry Marc Ott, Assistant City Manager of the City of Fort Worth,-,Texas on be alf of saib city.
[SEAL]
Notary Public, State of Texas
HETfIE LANE printed Name:
My COMMISSION EXPIRES
�P�;,.• July28,2011 My Commission Expires:
WYA THE RANCH AT MARY'S CREEK,
LTD.
By: WYA The Ranch Holdings, LLC
Its: Genera artner
By:
Name: Uoft o
Its: iA-tLAn ,/
Date: ► �$ /b
—T
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged befor , 0 e 0 T"day 200
by WYA The Ranch at Mary's Creek, Ltd., by ;
of WYA The Ranch Holdings, LLC, its general p er.
[SEAL]
��tiPPy��B' SANDRA DENMAN d&An--
otary Public, State of Texas
_J Notary Public,State of Texas Printed Name
My Commission Expires October 14, 2008 My Commission Expires:
MomingStar Ranch MUD No. 2
Final Agreement Concerning Creation and Operation
Page 21
016391.00010:1051149.06
Pursuant to Article IV hereof and following the District Confirmation Date, the District has
executed the Agreement.
MORNINGSTAR RANCH MUNICIPAL
UTILITY DISTRICT NO. 2 OF PARKER
COUNTY
By:
President, Board of Directors
Date:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, on the day of ,
200_, by , President, Board of Directors of MorningStar Ranch Municipal
Utility District No. 2 of Parker County, on behalf of said district.
[SEAL]
Notary Public, State of Texas
Printed Name:
My Commission Expires:
MorningStar Ranch MUD No. 2
Final Agreement Concerning Creation and Operation
Page 22
016391.00010:1051149.06
Exhibit A
Map of Property
MUD NO.2
MUD NO.1
MUD NO.2
MUD NO.1
O �'GQ
(x GQ
a, Za Zo MUD 1=380.316 AC
MUD 2=356.829 AC
w
M
c�nr
w MUD NO.2
MUD NO.1
OLD WEATHERFORD ROAD
!V
MAP OF THE WE
PROPERTY
s
Cmh/ Bwy�at EXHIBIT
JOB # 014574 DATE: 8.27.07 DRAWN: JST I DESIGNED: I A
DGN=q.\Job\014367\cly\EXHIBITS\20070713 - HBL\CA - Exh A.9ht Coayrlyrt 02007 by Carter a Burgess.1—
MorningStar Ranch MUD No.2
Exhibit A to Final Agreement Concerning
Creation and Operation Page 1
016391.00010:1051149.06
Exhibit B
Legal Description of Property
LEGAL DESCRIPTION
Morningstar RANCH MUD No.2 South
BEING situated in the M.Teeter Survey,Abstract Number 2070,the P.J.McClary Survey,
Abstract Number 907,and the W.Cagle Survey,Abstract Number 2373,Parker County,Texas,
and being a portion of that tract of land described by deed to WYA THE RANCH AT MARY'S
CREEK,LTD.as recorded in Book 2463,Page 618,Deed Records,Parker County,Texas, and
being more particularly described by metes and bounds as follows:
COMMENCING at a Texas Department of Transportation(TXDOT)monument found at the
northerly southwest comer of said WYA THE RANCH AT MARY'S CREEK,LTD.tract.;
THENCE along the westerly line of said WAY THE RANCH AT MARY'S CREEK,LTD.
tract,the following bearings and distances:
N 00`32'56"W,562.53 feet to the POINT OF BEGINNING;
N 00°32'56"W,289.44 feet to a''/.inch iron rod with cap found;
N 00032'34"W,292.60 feet to a TXDOT monument found;
N 00-13'30"W, 12.98 feet to an iron rod found;
N 00032'18"W,1787.12 feet;
N 04056'41"E,50.20 feet;
N 0003010"W, 100.04 feet to a TXDOT monument found;
N 060 14'3l"W,50.09 feet to a TXDOT monument found;
N 00028'55"W,47.43 feet to a TXDOT monument found;
N 02002'20"W, 155.80 feet to a TXDOT monument found;
N 06027'57"E, 104.41 feet to a TXDOT monument found;
N 06045'31"W,221.88 feet;
THENCE S 89'57'22"E,347.64 feet leaving said westerly line;
THENCE N 87'04'13"E,50.05 feet;
THENCE N 71'34'26"E,96.53 feet;
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MorningStar Ranch MUD No. 2 I , ��",f
V V S'�'�� IL-J: i
Exhibit B to Final Agreement Concerning
Creation and Operation Page 1
016391. :l _" �
THENCE N 70049'02"E,45.68 feet;
THENCE N 57°44'58"E,461.86 feet;
THENCE N 69039'33"E, 180.01 feet;
THENCE S 23002'17"E,84.57 feet;
THENCE N 86017'21"E,96.81 feet;
THENCE S 07053'29"E,230.10 feet;
THENCE S 16010'32"E,171.96 feet;
THENCE S 24050'19"E,405.32 feet;
THENCE N 65009'41"E,310.00 feet;
THENCE S 24050'19"E,1167.78 feet;
THENCE N 69016'09"E, 168.18 feet;
THENCE N 65000'30"E,131.35 feet;
THENCE S 65008'10"E,271.21 feet;
THENCE SOS°40'55"E,127.64 feel;
THENCE N83024'51"E,55.99 feet;
THENCE S06035'44"E,1400.02 feet;
THENCE S83024'16"W,15.00 feet;
THENCE S06035'44"E,I W.00 feet;
THENCE S83024'16"W,350.00 feet;
THENCE S75023'58"W,157.00 feet to the beginning of a non-tangent curve to the left;
THENCE with said non-tangent curve to the left,an arc distance of 14.10 feet,through a central
angle of 16009'31",having a radius of 50.00 feet,the long chord of which bears S56016'54"E,
14.05 feet to the beginning of a reverse curve to the right;
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Morningstar Ranch MUD No. 2
Exhibit B to Final Agreement Concerning
Creation and Operation Page 2
016391.00010:1051149.06
THENCE with said reverse curve to the right,an arc distance of 113.11 feet,through a central
angle of 129°36'58",having a radius of 50.00 feet,the long chord of which bears S00'26'49"W,
90.49 feet;
THENCE S05°39'40"W,22.14 feet;
THENCE S30°03'08"W,137.47 feet;
THENCE S47038'34"W,190.28 feet;
THENCE N81059'04"W,494.11 feet;
THENCE N08042'25"E,137.06 feet to the beginning of a curve to the right;
THENCE with said curve to the right,an arc distance of 104.46 feet,through a central angle of
11*17'33",having a radius of 530.00 feet,the long chord of which bears N14°21'11"E,104.29
feet;
THENCE N19059'58"E,119.12 feet;
THENCE N70049'05"W, 106.81 feet;
THENCE N78005'25"W,94.26 feet;
THENCE N86027'16"W,95.53 feet;
THENCE S87009'53"W,46.34 feet;
THENCE S85048'15"W,1514.69 feet to the POINT OF BEGINNING and containing 176.610
acres of land more or less.
NOTE
This document was prepared under 22TAC§663.21,does not reflect the results of an on the
ground survey,and is not to be used to convey or establish interests in real property,except those
rights and interests implied or established by the creation or reconfiguration of the boundary of
the political subdivision for which it was prepared.
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MorningStar Ranch MUD No. 2
Exhibit B to Final Agreement Concerning
Creation and Operation Page 3
016391.00010:1051149.06
LEGAL DESCRIPTION
MorningStar RANCH MUD No.2 North
BEING a tract of land situated in the J.D.Morris Survey,Abstract Number 927,and the M.S.
Teeter Survey,Abstract Number 2070,both of Parker County,Texas,and being a portion of that
tract of land conveyed to WYA THE RANCH AT MARY'S CREEK,LTD.by deed recorded in
Book 2463,Page 618 of County Records,Parker County,Texas and being more particularly
described by metes and bounds as follows;
BEGINNING at a fence post found at the northeast comer of said WYA THE RANCH AT
MARY'S CREEK,LTD. pact;
THENCE S 00022'37"W,354.77 feet along the east line of said WAY THE RANCH AT
MARY'S CREEK,LTD.tract;
THENCE N 90000'00"W,121.22 feet;
THENCE S 38052'39"W,65.14 feet to the beginning of a non-tangent curve to the left;
THENCE with said non-tangent curve to the left,an arc distance of 43.25 feet,through a central
angle of 49033'56",having a radius of 50.00 feet,the long chord of which bears S 81°10'36"W,
41.92 feet; j
THENCE S 89°36'00W,73.55 feet;
THENCE S 00000'00"W,750.02 feet;
THENCE S 89036'00"W,541.14 feet;
i
THENCE N 00°00'00"E,19.64 feet;
THENCE N 90°00'00"W,170.00 feet;
THENCE S 00°00'00"W,340.00 feet;
THENCE N 90°00'00"W, 120.00 feet;
THENCE N 81003'37"W,51.32 feet;
THENCE S 89036'00"W,119.30 feet;
THENCE N 00000'00"E,264.84 feet;
THENCE N 63005'05"W,143.02 feet;
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THENCE N 71015'54"W, 117.86 feet;
THENCE S 48030'03"W,90.00 feet;
THENCE S 40014'35"W,80.41 feet;
THENCE N 68011'35"W, 123.38 feet;
THENCE N 50027'56"W,51.97 feet;
THENCE N 64033'52"W, 139.53 feet;
THENCE N 20050'19'E,25.00 feet;
THENCE N 25022'44"W, 111.32 feet;
THENCE N 13041'36"E,146.01 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 23.33 feet,through a
central angle of 26043'59",having a radius of 50.00 feet,the long chord of which bears
N 09031'l TV,23.12 feet to the beginning of a reverse curve to the left;
THENCE with said reverse curve to the left,an arc distance of 36.14 feet,through a central
angle of 41°24'35",having a radius of 50.00 feet,the long chord of which bears N 16°51'35"W,
35.36 feet;
THENCE N 37033'53"W, 129.89 feet;
THENCE N 90000'00"W, 180.71 feet;
THENCE N 78041'24"W, 152.97 feet;
THENCE N 63026'15"W,55.90 feet;
THENCE N 90000'00"W,820.00 feet;
THENCE N 00000'00'E,170.00 feet;
THENCE N 90000'00"W,750.00 feet;
THENCE S 00°00'00"W,545.00 feet;
THENCE S 07017'50"W,60.49 feet;
THENCE S 14037'03"W,225.51 feet;
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MorningStar Ranch MUD No. 2
I� r
Exhibit B to Final Agreement Concerning
Creation and Operation Page 5
016391.00010:1051149.06
THENCE S 40042'12"W,204.56 feet;
THENCE S 48053'04"E, 181.67 feet;
THENCE S 41006'56"W, 136.88 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 94.00 feet,through a
central angle of 107042'57",having a radius of 50.00 feet,the long chord of which bears
S 53029'31"W,80.76 feet;
THENCE S 41006'56"W, 112.29 feet;
THENCE N 43024'57"W,90.41 feet;
THENCE N 32050'28"W,139.36 feet;
THENCE N 59023'48"W, 173.98 feet;
THENCE N 67045'11"W,330.00 feet;
THENCE S 22014'49"W,97.79 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 113.92 feet,through a
central angle of 130°32'26",having a radius of 50.00 feet,the long chord of which bears
S 77°09'43"W,90.83 feet;
THENCE N 67045'11"W,301.10 feet;
THENCE S 22014'49"W, 105.02 feet;
THENCE N 70026'11"W,42.95 feet;
THENCE N 77004'10"W,42.67 feet;
THENCE N 83040'51"W,42.67 feet;
THENCE S 89038'35"W, 133.71 feet;
THENCE S 76042'29"W,46.11 feet;
THENCE S 89029'09"W, 135.00 feet;
THENCE S 89050'00"W,855.77 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 484.44 feet,through a
central angle of 15°00'16",having a radius of 1849.86 feet,the long chord of which bears
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MorningStar Ranch MUD No. 2
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016391.00010:1051149.06
N 07056'MV,483.05 feet to a TXDOT(Texas Department of Transportation)found;
THENCE N 00-27'14"W,796.76 feet to a MOT found,the beginning of a curve to the right;
THENCE with said curve to the right,an arc distance of 461.67 feet,through a central angle of
03°29'2V,having a radius of 7579.44 feet,the long chord of which bears N 01*19'36"E,461.59
feet;
THENCE S 89016'35"E,2435.23 feet fence post found;
THENCE S 00°25'15'E,247.80 feet to a fence post found;
THENCE N 89057'17"E,4214.04 feet to the POINT OF BEGINNING and containing
180.219 acres of land,more or less.
NOTE
This document was prepared under 22TAC§663.21,does not reflect the results of an on the
ground survey,and is not to be used to convey or establish interests in real property,except those
rights and interests implied or established by the creation or reconfiguration of the boundary of
the political subdivision for which it was prepared.
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TA
MorningStar Ranch MUD No. 2 nU
Exhibit B to Final Agreement Concerning �1rt �' �•
Creation and Operation Page 7 ---- ........-
016391.00010:1051149.06
Exhibit C
Strategic Partnership Agreement
STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
THE CITY OF FORT WORTH, TEXAS AND
MORNINGSTAR RANCH MUNICIPAL UTILITY
DISTRICT NO. 2 OF PARKER COUNTY
STATE OF TEXAS §
COUNTY OF PARKER §
This Strategic Partnership Agreement (this "Agreement") is entered into by the City of
Fort Worth, a home-rule municipal corporation situated in Tarrant, Denton and Wise Counties,
Texas (the "City"), acting by and through its duly authorized Assistant City Manager, and
MorningStar Ranch Municipal Utility District No. 2 of Parker 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 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:
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 1
016391.00010:1051149.06
ARTICLE I
FINDINGS
A. The District is a conservation and reclamation district created by the Texas
Commission on Environmental Quality ("TCEQ"), pursuant to Article XVI, Section 59, of the
Texas Constitution, and Chapters 49 and 54 of the Texas Water Code.
B. On December 4, 2007, the City Council adopted Resolution No. 3561-12-2007
consenting to the creation of the District (the "Consent Resolution") and approved that certain
Agreement Concerning Creation and Operation of Morningstar Ranch Municipal Utility District
No. 2 of Parker County (City Secretary Contract No. 36199, M & C-22562) (the "Consent
Agreement").
C. The District encompasses approximately 356.829 acres, more or less, all of which
are located within Parker County, Texas, and within the extraterritorial jurisdiction of the City,
consisting of a 176.610-acre tract and a 180.219-acre tract. as shown on Exhibit A and described
in Exhibit B attached to this Agreement (the "Property").
D. WYA The Ranch at Mary's Creek, Ltd., a Texas limited partnership ("Owner"),
has represented to the City and the District that it owns the Property.
E. Owner and the City have entered into the Development Agreement for
MorningStar Ranch (City Secretary Contract No. 36202, M & C-22562) governing the Property
and the 380.316 acres encompassed by MorningStar Ranch Municipal Utility District No. 1 of
Parker County ("District One"), which includes land use and development standards that are
designed to produce a quality mixed-use development and which provides, among other things,
that commercial development may occur on Tract 1, consisting of approximately 5.352 acres,
and Tract 2, consisting of approximately 10.636 acres, as shown on Exhibit C and described on
Exhibit D attached to this Agreement.
F. The City Council and Owner have entered into the Utility Agreement for
MorningStar Ranch (City Secretary Contract No. 36195, M & C-22562) relating to the provision
of water and wastewater service and the construction, ownership, operation and maintenance of
water and wastewater infrastructure to serve the Property and the land included in District One
(the "Utility Agreement").
G. The City and the District desire to enter into this Agreement providing for limited
purpose annexation of the portions of the Property within which commercial uses may occur for
the purpose of collecting Sales and Use Tax Revenues within the annexed areas in accordance
with Subsection (k) of the Act, and for the sharing of Sales and Use Tax Revenues between the
City and the District.
H. The District provided notice of two public hearings concerning the adoption of
this Agreement and the proposed limited purpose annexation of the Original Commercial
Property, as defined below, in accordance with the procedural requirements of the Act.
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 2
016391.00010:1051149.06
I. The Board of Directors of the District 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 , 200_, at
in. at and on , 200_, at
.in. at
J. The Board of Directors of the District approved this Agreement on
, 200_, 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 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 , 200_, at
.in., at the City Council Chambers and on , 200_, at
.in., at the City Council Chambers.
M. The City Council approved this Agreement on , 200_, in
open session at a meeting held in accordance with Chapter 551 of the Government Code (M & C
), which approval occurred after the Board of Directors of the District approved
this Agreement.
N. All procedural requirements imposed by law for the adoption of this Agreement
have been met.
O. Pursuant to the Consent Agreement and the Utility Agreement, the District will
construct or cause to be constructed, certain water and wastewater facilities within the
boundaries of the Property and outside the boundaries of the Property as required to connect such
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 in accordance with the terms of the Utility
Agreement.
P. Pursuant to the Consent Agreement, the District will construct, operate, and
maintain or cause to be maintained drainage and road systems within the District in accordance
with City standards.
Q. In accordance with the requirements of Subsection (p)(2) of the Act, this
Agreement provides benefits to the City and the District, including revenue, services, and
MorningStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 3
016391.00010:1051149.06
regulatory benefits which are reasonable and equitable with regard to the benefits provided to the
other.
ARTICLE 11
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 Property.
"Agreement"means this Strategic Partnership Agreement between the City and the District.
"Board"means the Board of Directors of the District.
"Bond" means (a) any instrument, including a bond, note, certificate of participation, or other
instrument evidencing a proportionate interest in payments, due to be paid by the District, or
(b) any other type of obligation that (1) is issued or incurred by the District under the District's
borrowing power, without regard to whether it is subject to annual appropriation, and (2) is
represented by an instrument issued in bearer or registered form or is not represented by an
instrument but the transfer of which is registered on books maintained for that purpose by or on
behalf of the District. The term shall include obligations issued to refund outstanding bonds but
shall not include reimbursement agreements entered into between the District and a developer of
the Property or bond anticipation notes.
"City" means the City of Fort Worth, Texas, a home rule municipality located in Tarrant, Wise,
and Denton Counties.
"City Council"means the City Council of the City.
"City Secretary" means the City Secretary of the City.
"Cily Manager" means the City Manager of the City.
"City Share" means the City's share of Sales and Use Tax Revenues as defined by Section 4.02
of this Agreement.
"Comptroller"means the Comptroller of Public Accounts of the State of Texas.
"Consent Agreement" means the Agreement Concerning Creation and Operation of MornngStar
Ranch Municipal Utility District No. 2 of Parker County, by and among the City, the District,
and Owner, which was approved by the City Council on December 4, 2007 (City Secretary
Contract No. 36199, M & C-22562).
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 4
016391.00010:1051149.06
"Development Agreement" means the Development Agreement for MorningStar Ranch, between
the City and Owner, which was approved by the City Council on December 4, 2007 (City
Secretary Contract No. 36202, M & C-22562).
"District"means the MorningStar Ranch Municipal Utility District No. 2 of Parker County.
"District Boundaries" means boundaries of the District, consisting of the boundaries of the
176.610-acre tract and the 180.219-acre tract as shown on Exhibit A and described on
Exhibit B.
"District Confirmation Date" means the date on which the Board of Directors of the District
canvasses the results of the election held within the District confirming the creation of the
District.
"District Share" means the District's share of Sales and Use Tax 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 being an unincorporated area presently extending five miles
from the City's corporate limits, excluding other incorporated municipalities and their respective
ETJs.
"Finance Director" means the Director of the City's Finance Department.
"Government Code"means the Texas Government Code, as amended.
"Infrastructure" means all water, wastewater, drainage, roadway and other infrastructure
improvements installed or constructed to serve the Property, whether located within or outside
the Property.
"Limited Purpose Annexation Period" means the period commencing on the effective date of the
limited purpose annexation of any Limited Purpose Property and ending upon the full purpose
annexation or disannexation of such property.
"Limited Purpose Property" means the property in the District that is annexed for limited
purposes pursuant to this Agreement, including the Original Commercial Property and any
Additional Commercial Property.
"Local Government Code" means the Texas Local Government Code, as amended.
"Notice"means notice as defined in Section 8.01 of this Agreement.
"Original Commercial Property" means that certain 5.352-acre tract (Tract 1) and that certain -
10.636-acre tract (Tract 2) designated for commercial use in the Development Agreement, as
shown on Exhibit C and described on Exhibit D.
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 5
016391.00010:1051149.06
"Owner" means WYA The Ranch at Mary's Creek, Ltd., a Texas limited partnership, its
successors and assigns as permitted by Section 8.10 of this Agreement.
"Party" means, individually, the City or the District, their successors and assigns as permitted by
Section 8.10 of this Agreement.
"Property" means approximately 356.829 acres of land located in Parker County, Texas,
consisting of a 176.610-acre tract and a 180.219-acre tract, as shown on Exhibit A and described
on Exhibit B.
"Sales and Use Tax Revenues" means those revenues received by the City from the sales and use
tax authorized to be imposed by the City on sales consummated at locations within the Limited
Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is not
otherwise controlled or regulated, in whole or in part, by another governmental entity, authority,
or applicable law, ordinance, rule, or regulation. Sales and Use Tax Revenues specifically
exclude those revenues received by the City from the Crime Control District Sales Tax imposed
by the City pursuant to Tax Code Section 323.105 and Local Government Code Section 363.055.
"Sales and Use Tax Account" means the account established pursuant to Section 4.03 in which
the District deposits the District Share.
"Tax Code" means the Texas Tax Code, as amended.
"Utility greement" means the Utility Agreement for MorningStar Ranch executed by Owner
and the City, and to be executed by the District and District One after the District Confirmation
Date (City Secretary Contract No. 36195, M & C-22562) relating to the provision of water and
wastewater service and the construction, ownership, operation and maintenance of water and
wastewater infrastructure for the Property and the land included in District One.
ARTICLE III
ADOPTION OF AGREEMENT AND
LIMITED-PURPOSE ANNEXATION OF ORIGINAL COMMERCIAL PROPERTY
AND ADDITIONAL COMMERCIAL PROPERTY
3.01 Public Hearings. The District and the City acknowledge and agree that prior to
the execution of this Agreement, the governing bodies of the District and the City have
conducted public hearings for the purpose of considering the adoption of this Agreement and that
such hearings were noticed and conducted in accordance with the terms of the Act, this
Agreement, Chapter 551 of the Government Code, and the City's charter.
3.02 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective
, the date of adoption of this Agreement by the City.
3.03 Filing in Property Records. The City shall file this Agreement in the Real
Property Records of Parker County, Texas.
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 6
016391.00010:1051149.06
3.04 Limited Purpose Annexation of Original Commercial Property. The District and
the City agree that the City may annex all or any portion of the Original Commercial Property
for the limited purpose of collecting Sales and Use Tax Revenues within the Original
Commercial Property pursuant to Subsection (k) of the Act. The District acknowledges that the
City Council may adopt a limited purpose annexation ordinance at a meeting conducted in
accordance with Chapter 551 of the Government Code and further acknowledges that no
additional notices, hearings, or other procedures are required by law in order to approve such
limited purpose annexation.
3.05 Limited Purpose Annexation of Additional Commercial Property. In the event the
location of proposed commercial development within the District is changed or additional
property designated for commercial development is added, the City Council may annex the
Additional Commercial Property for the limited purpose of collecting Sales and Use Tax
Revenues within the Additional Commercial Property pursuant to Subsection (k) of the Act. The
District acknowledges that the City Council may adopt a limited purpose annexation ordinance at
a meeting conducted in accordance with Chapter 551 of the Government Code and further
acknowledges that no additional notices, hearings, or other procedures are required by law to
approve such limited purpose annexation.
3.06 Connections to the City Limits. The District consents to the annexation of land
connecting the Original Commercial Property or 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.
3.07 Consent to Limited Purpose Annexation. The District on behalf of itself and all
present and future Owners of land within the District Boundaries hereby requests that the City
annex the Original Commercial Property and the Additional Commercial Property for limited
purposes as provided in this Agreement. The District consents to such annexation and to the
collection of Sales and Use Tax Revenues by the City within such Limited Purpose Property.
Such consent shall bind the District and each Owner and Future Owner of land within the
District Boundaries.
ARTICLE IV
TAXATION AND PROVISION OF SERVICES
4.01 Collection of Sales and Use Tax Revenues. The City may impose a sales and use
tax within the Limited Purpose Property pursuant to Subsection(k) of the Act. The sales and use
tax shall be imposed on all eligible commercial activities at the rate of one percent or other rate
allowed under future amendments to Chapter 321 of the Tax Code and imposed by the City.
Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section
321.102 of the Tax Code.
4.02 Payment of Sales and Use Tax. In return for the benefits received by the City
pursuant to this Agreement, the City shall pay to the District an amount equal to 50% of the
Sales and Use Tax Revenues collected during the first nineteen(19) years of the Limited Purpose
Annexation Period, and paid to the City as reflected in sales tax reports provided by the
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 7
016391.000 l 0:1051149.06
Comptroller to the City. Thereafter, the City shall pay to the District an amount equal to 25% of
the Sales and Use Tax Revenues collected commencing on the first day of the twentieth (20th)
year of the Limited Purpose Annexation Period, and paid to the City as reflected in the sales tax
reports paid by the Comptroller to the City. All amounts payable to the District pursuant to this
Section 4.02 are hereafter referred to as the "District Share" The City shall pay the District
Share within thirty (30) days after the City receives the sales tax report reflecting such revenues
from the Comptroller. Any payment of the District Share not made within such 30-day period
shall bear interest calculated in accordance with Section 2251.025 of the Government Code. The
City shall retain all Sales and Use Tax Revenues that do not constitute the District Share (the
"City Share").
4.03 District Use of Sales and Use Tax Revenues. The District shall deposit the
District Share in a segregated interest-bearing account (the "Sales and Use Tax Account"). The
District shall use funds in the Sales and Use Tax Account in the following order of priority:
(a) Reimbursement for the construction or installation of Infrastructure;
(b) Funding the construction or installation of Infrastructure;
(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; and
(d) Purchasing and retiring any Bond after the tenth anniversary of its issuance.
4.04 City Use of Sales and Use Tax Revenues. The City may use the City Share for
any lawful purpose; provided, however, it is the City's intent to use the additional 25% share of
the Sales and Use Tax Revenues beginning on the first day of the twentieth (20L) year of the
Limited Purpose Annexation Period to defray the costs of providing municipal services to the
residents of the Property upon full purpose annexation.
4.05 Delivery of Sales Tax Reports to District. The City shall include with each
payment of the District Share a condensed version of each sales tax report provided by the
Comptroller relating to Sales and Use Tax Revenues.
4.06 Notification of Comptroller. The City shall send notice of this Agreement,
together with other required documentation, to the Comptroller in the manner provided by-Tax
Code, Section 321.102, after the City Council annexes any portion of the Limited Purpose
Property for limited purposes.
4.07 Termination of Sales and Use Tax Sharing. Upon termination of this Agreement,
the City shall have no further financial obligation to the District pursuant to this Agreement, and
MorningStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning pill
Creation
Creation and Operation Page 8
016391.00010:1051149.06
all Sales and Use Tax Revenues collected by the City from the Limited Purpose Property after
the termination date shall be retained by the City and may be used for any lawful purpose.
4.08 City's Maintenance of Records and District's Audit Rights. The District may
audit the Sales and Use Tax Revenues collected by the City to determine whether the District
Share has been paid to the District in accordance with this Agreement. The City shall provide
reasonable accommodations for the District to perform the audit. Any audit shall be made at the
District's sole expense and may be performed at any time during the City's regular business
hours on thirty (30) days Notice to the City. For purposes of any such audits, the City shall
maintain and make available to the District's representatives all books, records, documents and
other evidence of accounting procedures or practices in form sufficiently maintained to reflect
the amount of Sales and Use Tax Revenues received by the City from the Limited Purpose
Property. Notwithstanding the foregoing,however, if any audit conducted by the District reveals
that the District Share has been underpaid by more than two percent (2%), the City shall
reimburse the District for the reasonable cost of the audit.
4.09 District's Maintenance of Records and City's Audit Rights. The City may audit
the Sales and Use Tax Account and the District's expenditures of the District Share to determine
whether the expenditures have been made by the District in accordance with Section 4.03 of this
Agreement. The District shall provide reasonable accommodations for the 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
Property (or a portion of the Property, to the extent permitted by law) for full purposes on or
after the earlier to occur of. (a) dissolution of the District (other than as a result of annexation by
the City); or (b) , which is fifteen (15) years after the Effective Date of the
Development Agreement. Such authority is in addition to the authority to annex portions of the
Property pursuant to Section 5.04.
5.02 Procedure for Full Purpose Annexation. The City and the District acknowledge
that the Property is exempt from inclusion in the City's municipal annexation plan pursuant to
Section 43.052(h)(3)(B) of the Local Government Code. The District hereby consents, on its
behalf and on behalf of all current and future owners of land included within the District
MorningStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 9
016391.00010:1051149.06
Boundaries, to full purpose annexation of the Property 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 C-1 is amended or repealed, in
accordance with the most comparable annexation procedure. In the alternative, at City's
election, the Property shall be deemed to be within the full-purpose boundary limits of the City
on the full purpose annexation conversion date in accordance with Section 43.0751 of the Local
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 CONSENT TO ANNEXATION. OWNER AND ALL FUTURE OWNERS OF
ALL OR ANY PORTION OF THE PROPERTY IRREVOCABLY AND
UNCONDITIONALLY CONSENT TO THE FULL PURPOSE ANNEXATION OF THE
PROPERTY INTO THE CORPORATE LIMITS OF THE CITY IN ACCORDANCE WITH
THIS AGREEMENT AND WAIVE ALL OBJECTIONS AND PROTESTS TO SUCH
ANNEXATION. THIS AGREEMENT SHALL SERVE AS THE PETITION OF OWNER
AND ALL FUTURE OWNERS TO FULL PURPOSE ANNEXATION OF THE PROPERTY
IN ACCORDANCE WITH THIS AGREEMENT.
5.04 Annexation of Portions of Property. The District agrees to cooperate with and
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. The City consents and agrees that such areas shall be located within right-of-way areas or
along lot lines whenever possible. Notwithstanding the zoning designation approved for the
annexed area, such area may 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 Property for full purposes (subject to the provisions of the Development Agreement). The
provisions of this Agreement relating to the collection of sales and use tax will automatically
terminate with regard to any portion of the Limited Purpose Property upon disannexation or full
purpose annexation of such property.
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.
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 10
016391.00010:1051149.06
7.02 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen (14) calendar days after receipt of Notice of the breach and shall complete the cure
within fourteen (14) calendar days from the date of commencement of the cure; however, if the
breach is not reasonably susceptible to cure by the breaching Party within such fourteen (14) day
period, the non-breaching Party shall not bring any action so long as the breaching Party has
commenced to cure the default within such fourteen (14) day period and diligently completes the
work within a reasonable time without unreasonable cessation of the work.
7.03 Remedies for Breach. If the breaching Party does not substantially cure such
breach within the stated period of time, the non-breaching Party may, in its sole discretion, and
without prejudice to any other right under this Agreement, law, or equity, seek any relief
available at law or in equity, including, but not limited to, an action under the Uniform
Declaratory Judgment Act, specific performance, mandamus and injunctive relief, provided,
however, the non-breaching Party shall not be entitled to terminate this Agreement. The Parties
specifically waive any right that they have or in the future may have to terminate this Agreement.
Damages, if any, to which any non-breaching Party may be entitled shall be limited to actual
damages and shall not include special or consequential damages. In addition, the prevailing
party in any such action shall be entitled to reasonable attorney's fees and costs of litigation as
determined in a final, non-appealable order in a court of competent jurisdiction.
ARTICLE VIII
ADDITIONAL PROVISIONS
8.01 Notice. Any notices, certifications, approvals, or other communications (a
"Notice") required to be given by one Party to another under this Agreement shall be given in
writing addressed to the Party to be notified at the address set forth below and shall be deemed
given: (a) when the Notice is delivered in person to the person to whose attention the Notice is
addressed; (b) when received if the Notice is deposited in the United States Mail, certified or
registered mail, return receipt requested, postage prepaid; (c) when the Notice is delivered by
Federal Express, UPS, or another nationally recognized courier service with evidence of delivery
signed by any person at the delivery address; or (d) five business days after the Notice is sent by
FAX (with electronic confirmation by the sending FAX machine) with a confirming copy sent by
United States mail within 48 hours after the FAX is sent. If any date or period provided in this
Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the
notice shall be extended to the first business day following the Saturday, Sunday, or legal
holiday. For the purpose of giving any Notice, the addresses of the Parties are set forth below.
The Parties may change the information set forth below by sending Notice of such changes to the
other Party as provided in this section.
To the City:
City of Fort Worth, Texas
1000 Throckmorton Street
Fort Worth, Texas 76102
Attn: City Secretary
FAX: 817-392-6196
MorningStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 11
016391.00010:1051149.06
City of Fort Worth, Texas
1000 Throckmorton Street
Attn: City Manager
Fort Worth, Texas 76102
Attn: City Manager
FAX: 817-392-6134
City of Fort Worth, Texas
1000 Throckmorton Street
Attn: Finance Director
Fort Worth, Texas 76102
Attn: Finance Director
FAX: 817-392-8966
To the District:
MorningStar Ranch Municipal Utility District No. 2 of Parker County
c/o: Coats Rose
5420 LBJ Freeway, Suite 1300
Dallas, TX 75240
Attn: Timothy G. Green
FAX: 972-982-8451
8.02 Payments. The City shall forward payments of the District Share to the District at
the address set out in Section 8.01 by regular U.S. Mail or other method of delivery mutually
acceptable to the Parties.
8.03 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any provision of this Agreement shall not be deemed a waiver thereof, and the Party
shall have the right at any time thereafter to insist upon strict performance of any and all of the
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purpose
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
8.04 Governing Law and Venue. This Agreement must be construed and enforced
in accordance with the laws of the State of Texas, as they apply to contracts performed
within the State of Texas and without regard to any choice of law rules or principles to the
contrary. The Parties acknowledge that this Agreement is performable in Tarrant County,
Texas and hereby submit to the jurisdiction of the courts of Tarrant County, Texas and
agree that any such court shall be a proper forum for the determination of any dispute
arising hereunder.
8.05 Authority to Execute. The City certifies, represents, and warrants that the
execution of this Agreement is duly authorized and adopted in conformity with the City Charter
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 12
016391.00010:1051149.06
and City ordinances. The District certifies, represents and warrants that the execution of this
Agreement is duly authorized and adopted by the Board.
8.06 Entire Agreement; Severability. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements, whether oral or written, covering the
subject matter of this Agreement. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent
possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the
remainder of this Agreement shall remain in full force and effect and shall be interpreted to give
effect to the intent of the Parties.
8.07 Changes in State or Federal Laws. If any state or federal law changes so as to
make it impossible for the City or the District to perform its obligations under this Agreement,
the parties will cooperate to amend this Agreement in such a manner that is most consistent with
the original intent of this Agreement as legally possible.
8.08 Additional Documents and Acts. The Parties agree that at any time after
execution of this Agreement, they will, upon request of the other Party, execute and/or exchange
any other documents necessary to effectuate the terms of this Agreement and perform any further
acts as the other Party may reasonably request to effectuate the terms of this Agreement.
8.09 Captions. Captions and headings used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
8.10 Assignability, Successors, and Assigns. This Agreement shall not be assignable
without the other Party's written consent. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective representatives, successors, and assigns.
8.11 Amendment. This Agreement may be amended only by written agreement with
approval of the governing bodies of the City and the District.
8.12 Interpretation. The Parties acknowledge that each party and, if it so chooses, its
counsel have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement, the term "including" means "including without limitation" and the term "days"
means calendar days, not business days. Wherever required by the context, the singular shall
include the plural, and the plural shall include the singular. Each defined term herein may be
used in its singular or plural form whether or not so defined.
8.13 No Third Party Beneficiaries. This Agreement is solely for the benefit of the City
and the District, and neither the City nor the District intends by any provision of this Agreement
to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights
under this Agreement or otherwise upon anyone other than the City and the District.
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 13
016391.00010:1051149.06
8.14 Governmental Powers. By execution of this Agreement, neither the City nor the
District waives or surrenders any of its respective governmental powers, immunities or rights,
except as specifically waived pursuant to this section. The City and the District mutually waive
their governmental immunity from suit and liability only as to any action brought by a Party to
pursue the remedies available under this Agreement and only to the extent necessary to pursue
such remedies. Nothing in this section shall waive any claims, defenses or immunities that the
City or the District has with respect to suits against the City or the District by persons or entities
not a party to this Agreement. Nothing in this Agreement is intended to delegate or impair the
performance by the City of its governmental functions, and the City waives any claim or defense
that any provision of this Agreement is unenforceable on the grounds that it constitutes an
impermissible delegation or impairment of the City's performance of its governmental functions.
8.15 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement
are incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Map of the Property
Exhibit B Legal Description of the Property
Exhibit C Map of Original Commercial Property
Exhibit D Legal Description of Original Commercial Property
8.16 Conspicuous Provisions. The City and the District acknowledge that the
provisions of this Agreement set out in bold, capitals (or any combination thereof) satisfy the
requirements for the express negligence rule and/or are conspicuous.
8.17 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
ATTEST: CITY OF FORT WORTH
By:
Marty Hendrix, City Secretary Marc Ott, Assistant City Manager
Date:
APPROVED AS TO FORM AND
LEGALITY:
Assistant City Attorney
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 14
01639I.000IO:IOSl149.06
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the day of
, 200_, by Marc Ott, Assistant City Manager of the City of Fort Worth, Texas on behalf
of said city.
Notary Public, State of Texas
[SEAL] Printed Name:
My Commission Expires:
MORNINGSTAR RANCH MUNICIPAL
UTILITY DISTRICT NO. 2 OF PARKER
COUNTY
By:
Printed Name:
President, Board of Directors
Date:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, on the day of
200_, by , President, Board of Directors of MorningStar
Ranch Municipal Utility District No. 2 of Parker County, on behalf of said district.
Notary Public, State of Texas_
[SEAL] Printed Name:
My Commission Expires:
MorningStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 15
016391.00010:1051149.06
Exhibit A
Map of the Property
MUD NO.2
MUD NO.1
MUD NO.2
MUD NO.1
9�
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20 MUD 1=380.316 AC
N MUD 2=356.829 AC
N
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rM
r�
w MUD NO.2
MUD N0,1
OLD WEATHERFORD ROAD
-- v
MAP OF THE wE
PROPERTY
s
CerNe-Bwyw EXHIBIT
_ JOB # 014574 DATE: 8.27.07 DRAWN: J5T DESIGNED; A
DCN=q•\^Job\014367\cfv\EXHIBITS\200707I3 - Fpt L\CA - Exh A.sht Copyright 02007 by Carter 6 Burgess.Inc.
.................................................................................................................................... ..........."'.__......
MorningStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 16
016391.00010:1051149.06
Exhibit B
Legal Description of Property
LEGAL DESCRIPTION
MorningStar RANCH MUD No.2 South
BEING situated in the M.Teeter Survey,Abstract Number 2070,the P.J.McClary Survey,
Abstract Number 907,and the W.Cagle Survey,Abstract Number 2373,Parker County,Texas,
and being a portion of that tract of land described by deed to WYA THE RANCH AT MARY'S
CREEK,LTD.as recorded in Book 2463,Page 618,Deed Records,Parker County,Texas, and
being more particularly described by metes and bounds as follows:
COMMENCING at a Texas Department of Transportation(TXDOT)monument found at the
northerly southwest comer of said WYA THE RANCH AT MARY'S CREEK,LTD.tract.;
THENCE along the westerly line of said WAY THE RANCH AT MARY'S CREEK,LTD.
tract,the following bearings and distances:
N 00°32'56"W,562.53 feet to the POINT OF BEGINNING;
N 00°32'56"W,289.44 feet to a''/2 inch iron rod with cap found;
N 00032'34"W,292.60 feet to a TXDOT monument found;
N 00013'30"W,12.98 feet to an iron rod found;
N 00°32'18"W, 1787.12 feet;
N 04056'41"E,50.20 feet;
N 00030'l0"W, 100.04 feet to a TXDOT monument found;
N 06014'31"W,50.09 feet to a TXDOT monument found;
N 00028'55"W,47.43 feet to a TXDOT monument found;
N 02002'20"W, 155.80 feet to a TXDOT monument found;
N 06027'5TT, 104.41 feet to a TXDOT monument found;
N 06045'31"W,221.88 feet;
THENCE S 89057'22"E,347.64 feet leaving said westerly line;
THENCE N 87004'13"E,50.05 feet;
THENCE N 71034'26"E,96.53 feet;
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MomingStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 17
016391.00010:1051149.06
THENCE N 70°49'02'B,45.68 feet;
THENCE N 57044'58'B,461.86 feet;
THENCE N 69°39'33"E, 180.01 feet;
THENCE S 23°02'17"E,84.57 feet;
THENCE N 86017'217,96.81 feet;
THENCE S 07053'29"E,230.10 feet;
THENCE S 16°10'327, 171.96 feet;
THENCE S 24050'19"E,405.32 feet;
THENCE N 65009'417,310.00 feet;
THENCE S 24050'19'T,1167.78 feet;
THENCE N 69016'09"E,168.18 feet;
THENCE N 65000'30"E,131.35 feet;
THENCE S 65008'10"B,271.21 feet;
THENCE SW40'557,127.64 feet;
THENCE N83°24'51"E,55.99 feet;
THENCE S06035'44"E,1400.02 feet;
THENCE S83024'16"W, 15.00 feet;
THENCE S06035'44'B,110.00 feet;
THENCE S83024'16"W,350.00 feet;
THENCE S75023'58"W,157.00 feet to the beginning of a non-tangent curve to the left;
THENCE with said non-tangent curve to the left,an arc distance of 14.10 feet,through a central
angle of 16°09'31",having a radius of 50.00 feet,the long chord of which bears S56°16'54"E,
14.05 feet to the beginning of a reverse curve to the right;
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MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 18
0 l 639 l.00010:l 051149.06
THENCE with said reverse curve to the right,an are distance of 113.11 feet,through a central
angle of 129°36'58",having a radius of 50.00 feet,the long chord of which bears S00°26'49"W,
90.49 feet;
THENCE S05039'40"W,22.14 feet;
THENCE S30°03'08"W,137.47 feet;
THENCE S47038'34"W,190.28 feet;
THENCE N81059'04"W,494.11 feet;
THENCE N08042'25"E,137.06 feet to the beginning of a curve to the right;
THENCE with said curve to the right,an arc distance of 104.46 feet,through a central angle of
11'17'33",having a radius of 530.00 feet,the long chord of which bears N14°21'11"E,104.29
feet;
THENCE N19°59'58"E,119.12 feet;
THENCE N70049'05"W, 106.81 feet;
THENCE N78005'25"W,94.26 feet;
THENCE N86027'16"W,95.53 feet;
THENCE S87009'53"W,46.34 feet;
THENCE S85048'15"W,1514.69 feet to the POINT OF BEGINNING and containing 176.610
acres of land more or less.
NOTE
This document was prepared under 22TAC§663.21,does not reflect the results of an on the
ground survey,and is not to be used to convey or establish interests in real property,except those
rights and interests implied or established by the creation or reconfiguration of the boundary of
the political subdivision for which it was prepared.
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MomingStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 19
0163 91.00010:10 51 149.06
LEGAL DESCRIPTION
MorningStar RANCH MUD No.2 North
BEING a tract of land situated in the J.D.Moms Survey,Abstract Number 927,and the M.S.
Teeter Survey,Abstract Number 2070,both of Parker County,Texas,and being a portion of that
tract of land conveyed to WYA THE RANCH AT MARY'S CREEK,LTD.by deed recorded in
Book 2463,Page 618 of County Records,Parker County,Texas and being more particularly
described by metes and bounds as follows;
BEGINNING at a fence post found at the northeast comer of said WYA THE RANCH AT
MARY'S CREEK,LTD. tract;
THENCE S 00°22'37"W,354.77 feet along the east line of said WAY THE RANCH AT
MARY'S CREEK,LTD.tract;
THENCE N 90000'00"W,121.22 feet;
THENCE S 38°52'39"W,65.14 feet to the beginning of a non-tangent curve to the left;
THENCE with said non-tangent curve to the left,an arc distance of 43.25 feet,through a central
angle of 49°33'56",having a radius of 50.00 feet,the long chord of which bears S 81°10'36"W,
41.92 feet;
THENCE S 89036'00"W,73.55 feet;
THENCE S 00000'00"W,750.02 feet;
THENCE S 89036'00"W,541.14 feet;
THENCE N 00°00'00"E,19.64 feet;
THENCE N 90°00'00"W,170.00 feet;
THENCE S 00000'00"W,340.00 feet;
THENCE N 90000'00"W, 120.00 feet;
THENCE N 81003'37"W,51.32 feet;
THENCE S 89036'00"W,119.30 feet;
THENCE N 00000'00"E,264.84 feet;
THENCE N 63005'05"W,143.02 feet;
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MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 20
016391.00010:1051149.06
THENCE N 71015'54"W, 117.86 feet;
THENCE S 48030'03"W,90.00 feet;
THENCE S 40014'35"W,80.4.1 feet;
THENCE N 68011'35"W, 123.38 feet;
THENCE N 50027'56"W,51.97 feet;
THENCE N 64033'52"W, 139.53 feet;
THENCE N 20050'19"E,25.00 feet;
THENCE N 25022'44"W, 111.32 feet;
THENCE N 13041'36"E, 146.01 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 23.33 feet,through a
central angle of 26°43'59",having a radius of 50.00 feet,the long chord of which bears
N 09031'lTV,23.12 feet to the beginning of a reverse curve to the left;
THENCE with said reverse curve to the left,an arc distance of 36.14 feet,through a central
angle of 41124'35",having a radius of 50.00 feet,the long chord of which bears N 16051'35"W,
35.36 feet;
THENCE N 37033'53"W, 129.89 feet;
THENCE N 90000'00"W, 180.71 feet;
THENCE N 78°41'24"W, 152.97 feet;
THENCE N 63026'15"W,55.90 feet;
THENCE N 90000'00"W,820.00 feet;
THENCE N 00000'00"E, 170.00 feet;
THENCE N 90000'00"W,750.00 feet;
THENCE S 00°00'00"W,545.00 feet;
THENCE S 07017'50"W,60.49 feet;
THENCE S 14037'03"W,225.51 feet;
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MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 21
016391.00010:1051149.06
THENCE S 40042'12"W,204.56 feet;
THENCE S 48053'04"E, 181.67 feet;
THENCE S 41006'56"W, 136.88 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 94.00 feet,through a
central angle of 107°42'57",having a radius of 50.00 feet,the long chord of which bears
S 53029'31"W,80.76 feet;
THENCE S 41°06'S6"W, 112.29 feet;
THENCE N 43024'57"W,90.41 feet;
THENCE N 32050'28"W,139.36 feet;
THENCE N 59023'48"W, 173.98 feet;
THENCE N 67045'11"W,330.00 feet;
THENCE S 220 14'49"W,97.79 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 113.92 feet,through a
central angle of 130032'26",having a radius of 50.00 feet,the long chord of which bears
S 77009'43"W,90.83 feet;
THENCE N 67045'11"W,301.10 feet;
THENCE S 22014'49"W, 105.02 feet;
THENCE N 70026'11"W,42.95 feet;
THENCE N 77004'10"W,42.67 feet;
THENCE N 83040'51"W,42.67 feet;
THENCE S 89038'35"W, 133.71 feet;
THENCE S 76042'29"W,46.11 feet;
THENCE S 89029'09"W, 135.00 feet;
THENCE S 89050'00"W,855.77 feet to the beginning of a non-tangent curve to the right;
THENCE with said non-tangent curve to the right,an arc distance of 484.44 feet,through a
central angle of 15000'16",having a radius of 1849.86 feet,the long chord of which bears
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MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 22
016391.00010:1051149.06
N 07°56'3NV,483.05 feet to a TXDOT(Texas Department of Transportation)found;
THENCE N 00027'14"W,7%.76 feet to a TXDOT found,the beginning of a curve to the right;
THENCE with said curve to the right,an arc distance of 461.67 feet,through a central angle of
03"29'24",having a radius of 7579.44 feet,the long chord of which bears N 01*19'36"E,461.59
feet;
THENCE S 89°16'35"E,2435.23 feet fence post found;
THENCE S 00°25'15"E,247.80 feet to a fence post found;
THENCE N 89057'17'E,4214.04 feet to the POINT OF BEGINNING and containing
180.219 acres of land,more or less.
NOTE
This document was prepared_under 22TAC§663.21,does not reflect the results of an on the
ground survey,and is not to be used to convey or establish interests in real property,except those
rights and interests implied or established by the creation or reconfiguration of the boundary of
the political subdivision for which it was prepared.
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MomingStar Ranch MUD No.2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 23
016391.00010:1051149.06
Exhibit C
Map of Original Commercial Property
r--�y—TRACT 1
MUD N0.2
TRACT 2 MUD NO:!--)
M
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N
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M
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MUD NO.1
OLD WEATHERFORD ROAD
N
ORIGINAL COMMERCIAL
WE
PROPERTY
s
�K Bay EXHIBIT
...ncess,.c !"
_® JOB # 014574 DATE: 8.27.07 DRAWN: JST DESIGNED: C
DGN=9-\JOD\014367\cly\EXHIBITS\20070713 - H&L\SPA - Exh C.sht Capyrlpht C2007 by Cart- 6 Surgess.lnc.
MomingStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 24
016391.00010:1051149,06
Exhibit D
Legal Description of Original Commercial Property
EXHIBIT"D-1"
LEGAL DESCRIPTION
COMMERCIAL TRACT 1
5.352 ACRES
BEING a tract of land situated in the M.S.Teeter Survey,Abstract No.2070,Parker County,
Texas and being a portion of that tract of land as described by deed to WYA THE RANCH AT
MARY'S CREEK,LTD.and recorded in Book 2463,Page 618,Deed records,Parker County,
Texas,and being more particularly described by metes and bounds as follows:
COMMENCING at a TXDOT(Texas Department of Transportation)monument found at the
northwest comer of said WYA THE RANCH AT MARY'S CREEK,LTD.tract,being in the
east line of Farmer Road(Farmer to Market Highway No.3325,right-of way varies),also being
the southwest comer of The Lyon Living Trust Tract 1 as recorded in Book 1870,Page 1479,
said County Records;
THENCE S 89'16'35"E, 135.73 feet along the southerly line of said Lyon Tract 1 and the
northerly line of said WAY THE RANCH AT MARY'S CREEK,LTD tract;
THENCE S 00'25'13"E, 546.28 feet;
THENCE N 89033'53"E,50.00 feet to the POINT OF BEGINNING;
THENCE N 89'33'53B,397.66 feet;
THENCE S 70'34'44"E, 122.38 feet;
THENCE N 89'41'53"E,319.65 feet;
THENCE S 17'43'02"W,318.41 feet to the beginning of a non-tangent curve to the left;
THENCE with said curve to the left,an arc distance of 395.63 feet,through a central angle of
18'03'43"having a radius of 1255.00 feet,the long chord of which bears N 81'25'23"W,393.99
feet;
THENCE S 89'32'46"W,344.16 feet;
THENCE N 00'25'13"W,283.27 feet to the POINT OF BEGINNING and containing 5.027
acres of land,more or less.
NOTE
This document was prepared for informational purposes only and does not reflect the results of
an on the ground survey,and is not to be used to convey or establish interests in real property.
C&B Job No.014574.010.001.0447
J:UOB\01457401\SUR\WP\LEG\CON MERCI.DOC August 31,2007
Page 1 of 1
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 25
016391.00010:1051149.06
EXHIBIT"D-2"
LEGAL DESCRIPTION
COMMERCIAL TRACT 2
10.636 ACRES
BEING a•tract of land situated in the M.S.Teeter Survey,Abstract No.2070,Parker County,
Texas and being a portion of that tract of land as described by deed to WYA THE RANCH AT
MARY'S CREEK,LTD.and recorded in Book 2463,Page 618,Deed records,Parker County,
Texas,and being more particularly described by metes and bounds as follows:
COMMENCING at a TXDOT(Texas Department of Transportation)monument found at the
northwest corner of said WYA THE RANCH AT MARY'S CREEK,LTD.tract,being in the
east tine of Farmer Road(Farmer to Market Highway No.3325,right-of way varies),also being
the southwest comer of The Lyon Living Trust Tract 1 as recorded in Book 1970,Page 1479,
said County Records;
THENCE S 89'16'35'B,135.73 feet along the southerly line of said Lyon Tract 1 and the
northerly line of said WAY THE RANCH AT MARY'S CREEK,LTD.tract;
THENCE S 00025'13'T,939.56 feet;
THENCE N 89'32'46"E,50.00 feet to the POINT OF BEGINNING;
THENCE N 89032'46"E,344.22 feet to the beginning of a curve to the right;
THENCE with said curve to the right,an arc distance of 365.39 feet,through a central angle of
I S'17'03"having a radius of 1145.00 feet,the long chord of which bears S 81*18'43"E,363.84
feet;
THENCE S 220 14'49"W,355.35 feat;
THENCE S 00010'00E,412.60 feet;
THENCE S 89050'00'W,493.60 feet to the beginning of a non-tangent curve to the right;
THENCE with said curve to the right,an arc distance of486.72 feet,through a central angle of
16154'09"having a radius of 16549.96 feet,the long chord of which bears N 08'51'08"W,484.95
feet;
THENCE N 00'25'13"W,315.92 feet to the POINT OF BEGINNING and containing 10.636
acres of land,more or less.
NOTE
This document was prepared for informational purposes only and does not reflect the results of
an on the ground survey,and is not to be used to convey or establish interests in real property.
C&B Job No.014574.010.001,0447 September 30,2007
J:UOB\01457401t.SUR\WPU.EG\CONUvIERC2.DOC Page 1 of 1
MorningStar Ranch MUD No. 2
Exhibit C to Final Agreement Concerning
Creation and Operation Page 26
016391.00010:1051149.06
Exhibit D
STATE OF TEXAS
COUNTY OF PARKER
NOTICE CONCERNING ANNEXATION AND SERVICES
The real property described in Exhibit A attached hereto and incorporated herein is
located in MorningStar Ranch Municipal Utility District No. 2 of Parker County (the "District").
The District is located wholly within the extraterritorial jurisdiction of the City of Fort Worth.
The City does not impose property taxes within the District and is not required by state law to
provide police protection, fire protection, road maintenance or any other municipal services to
the District.
The City of Fort Worth may annex the District for full purposes upon the earliest to occur
of:
(1) Dissolution of the District; or
(2) , 20_ . [insert date 15 years after effective date of
Development Agreement]
For additional information concerning potential annexation of the District, contact the
City of Fort Worth Development Director.
MORNINGSTAR RANCH MUNICIPAL
UTILITY DISTRICT NO. 2 OF PARKER
COUNTY
By:
Name printed:
Title:
Morningstar Ranch MUD No.2
Exhibit D to Final Agreement Concerning
Creation and Operation Page 1
0163 91.00010:1051149.06
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, on the day of ,
200 , by , President, of the Board of Directors of MorningStar Ranch
Municipal Utility District No. 2 of Parker County, on behalf of said District.
Notary Public, State of Texas
Printed Name:
My Commission Expires:
[SEAL]
After recording, return to:
City Attorney
City of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
MorningStar Ranch MUD No. 2
Exhibit D to Final Agreement Concerning
Creation and Operation Page 2
016391.00010:1051149.06
Exhibit E
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assi nment") is made and
entered into as of the day of ,between
a ("Assi nor"), and , a
("Assignee") (Assignor and Assignee are hereinafter sometimes collectively
referred to as the "Parties " and singularly as a"Party").
RECITALS:
A. Assignor is the owner of the rights of Owner under that certain "Agreement
Concerning Creation and Operation of City of MorningStar Ranch Municipal Utility District No.
2 of Parker County" (City Secretary Contract No. 36199, M & C-22562) (the "Agreement")
effective as of . 2007, among WYA The Ranch at Mary's Creek, Ltd.
("Owner'), the City of Fort Worth, Texas (the "City"), and MorningStar Ranch Municipal Utility
District No. 2 of Parker County (the "District"), relating to the creation and operation of the
District, to the extent that the Agreement covers, affects, and relates to the lands described on
Exhibit A attached hereto (the "Transferred Premises").
B. Assignor desires to assign certain of its rights under the Agreement as it relates to
the Transferred Premises to Assignee, and Assignee desires to acquire such rights, on and subject
to the terms and conditions of this Assignment.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
obligations set forth herein, and other good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the Parties hereby agree and act as follows:
1. Certain Defined Terms. Unless indicated otherwise herein, capitalized terms in
this Assignment shall have the same meanings ascribed to them in the Agreement.
2. Assignment. Subject to all of the terms and conditions of this Assignment,
Assignor hereby assigns all [or describe specifically assigned rights if partial] of its rights
under the Agreement, insofar as the Agreement covers, affects, and relates to the Transferred
Premises.
3. Assumption. Assignee hereby assumes all obligations of Assignor and any
liability that may result from acts or omissions by Assignee under the Agreement as it relates to
the Transferred Premises that may arise or accrue from and after the effective date of this
Assignment, and Assignor is hereby released from all such obligations and liabilities from and
after the effective date of this Assignment; provided, however, this Assignment does not release
Assignor from any liability that resulted from an act or omission by Assignor that occurred prior
to the effective date of this Assignment unless the City approves the release in writing.
MorningStar Ranch MUD No. 2
Exhibit E to Final Agreement Concerning
Creation and Operation Page 1
0163 91.00010:1051149.06
4. Governing Law, THIS ASSIGNMENT MUST BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, AS
THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS
AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO
THE CONTRARY.
5. Counterpart/Facsimile Execution. This Assignment may be executed in
multiple counterparts, each of which shall be deemed to be an original.
6. Notice to City. A copy of this Assignment shall be provided to the City within
fifteen(15) days after execution.
7. Binding Effect. This Assignment shall be binding upon and shall inure to the
benefit of Assignor and Assignees and their respective heirs, personal representative, successors,
and assigns.
EXECUTED as of the day and year first written above.
ASSIGNOR:
By:
Printed
Name:
Title:
ASSIGNEE:
By:
Printed
Name:
Title:
MorningStar Ranch MUD No.2
Exhibit E to Final Agreement Concerning
Creation and Operation Page 2
0 I639 L00010:I OS I I49.06
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
20_, by
Notary Public, State of Texas
STATE OF TEXAS §
COUNTY OF §
SWORN TO AND SUBSCRIBED before me on the day of ,
20_, by
Notary Public, State of Texas
MorningStar Ranch MUD No. 2
Exhibit E to Final Agreement Concerning
Creation and Operation Page 3
0163 91.00010:105114 9.06
Page 1 of 2
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 12/4/2007 - Resolution No. # 3560-12-2007 & 3561-12-2007
DATE: Tuesday, December 04, 2007
LOG NAME: 06MORNING STAR REFERENCE NO.: C-22562
SUBJECT:
Authorize Execution of the Consent Resolutions, Development Agreements and Utility Agreement,
and to Bring Forth the Strategic Partnership Agreements after the Formation of Each District for the
Morning Star Ranch Municipal Utility District No. 1 and No. 2
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager or a designee to bring forth the Strategic Partnership Agreements for each
District after the formation of the Municipal Utility District;
2. Authorize the City Manager or a designee to execute:
a. Development Agreements for each District between the City and WYA The Ranch at Mary's
Creek, LTD., a Texas limited partnership of WYA The Ranch Holdings, LLC, its general partner
("Developer');
b. A Utility Agreement between the City and Developer;
3. Adopt resolutions consenting to the creation of Morning Star Municipal Utility Districts No. 1 and No. 2 of
Parker County ("Districts").
DISCUSSION:
WYA The Ranch at Mary's Creek, LTD., a Texas limited partnership of WYA The Ranch Holdings, LLC, its
general partner, own and intend to develop approximately 737 acres in Fort Worth's extra-territorial
jurisdiction in Parker County. They petitioned the City and were granted conditional consent on May 9,
2006, (M&C G-15195 and G-15196), to form two municipal utility districts in this development. The
developer has made application to the Texas Commission on Environmental Quality to form these Districts.
In addition, they will be seeking road powers during the 2009 Texas legislative session.
The attached resolutions grant formal consent to the formation of the Districts and specifically grant to the
Districts the authority to finance road projects. In addition, it grants the City Manager the authority to
execute the "Agreement Concerning Creation and Operation of Morning Star Municipal Utility District No. 1"
and "Agreement Concerning Creation and Operation of Morning Star Municipal Utility District No. 2" (the
Consent Agreements). This is the contract between the developer, the District, and the City governing the
issuance of bonds, the construction standards for infrastructure and the terms of future annexation.
The other documents listed above, which are available for public inspection and copying in the City
Secretary's Office, can be summarized as follows:
The Development Agreements provide for the enforcement of municipal building codes and establishes
land use and development regulations for the development. In addition, it imposes Special Regulations to
govern design issues such as block lengths, street right-of-way and sidewalk widths. The development will
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 2/1/20M
Page 2 of 2
generally be in compliance with the development standards within the City limits. The Agreement also
identifies enhancements beyond the City's regulations in terms of amenities, entry features and
landscaping.
The Utility Agreement relates to the provision of water and wastewater facilities and service to the
development. Under this Agreement the City will acquire the water and sewer Certificates of Convenience
and Necessity (CCN). The Owner agrees to install approximately 7,400 linear feet of 24-inch offsite water
main as part of Phase 1 and approximately 16,900 linear feet of 24-inch offsite water main as part of Phase
2. Within the development, the Developer will install a parallel water system consisting of a potable water
system and a non-potable irrigation system. Initially both systems will be served by wells within the
development and operated by the District.
Once Fort Worth water becomes available, the potable water system will convert to Fort Worth supplied
water and the irrigation system will continue to be served by wells and operated by the district. Ultimately
the plan is for the Water Department to acquire both systems and provide reuse water to serve the irrigation
system in lieu of the wells. Future phases of the development will require conversion of a portion of the
development to the Westside V pressure plane. The Developer is agreeing to contribute $600,000 toward
the cost of the extension of the 20-inch Westside V water main, elevated storage tank and pump station.
The Agreement also provides for retail wastewater service to be provided to the development by Fort
Worth. The Developer will construct approximately 14,000 linear feet of 24-inch offsite sewer main to serve
the development. The City will collect the maximum allowable water and waste water impact fees to cover
the costs of providing service to the development. There is no City cost-participation in the installation of the
offsite lines or in the acquisition of the potable water system, irrigation system or wastewater system from
the District.
The Strategic Partnership Agreements will authorize the City to annex acreage within the Development
designated for commercial development for the limited purpose of imposing sales and use tax. These
agreements will be presented to the City Council with the appropriate public hearings after the district is
formally established by election.
This Development will not require the expenditure of City funds or the collection of offsetting revenue for
water services for several years.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that approval of these Agreements will have no immediate material effect on
City funds. Any effect on expenditures and revenues will be budgeted in future fiscal years.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Dale Fisseler(6266)
Originating Department Head: Fernando Costa (8042)
Additional Information Contact: Susan Alanis (8180)
http://www.cfwnet.org/council_packet/Reports/mc_print.asp 2/1/2008
K&L 1 GATES Kirkpatrick&Lockhart Preston Gates His LLP
301 Commerce
Suite 3000
Fart Worth. TX 76102-4136
T 817.347.5270 www.klgates.com
Marcella L. Olson
February 14 2008 D 817.347.5296
F 817.347.5299
marcellaolsor a Mgazes.com
Sarah Fullenwider
Assistant City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth,Texas 76102
By e-mail
Re: MorningStar Ranch
Dear Sarah:
Attached are the following pages for insertion in the documents approved by the City
Council for MorningStar Ranch on December 18, 2007 (M & C C-22562) in order to insert
dates based on the January 29,2007 effective date of the Development Agreement:
1. Pages 4 and 13 of the Agreement Concerning Creation and Operation of MorningStar
Ranch Municipal Utility District No. 1 of Parker County (City Secretary Contract No.
36198)(revision of definition of"Filing Date" and Section 10.05); and
2. Pages 4 and 13 of the Agreement Concerning Creation and Operation of MorningStar
Ranch Municipal Utility District No. 2 of Parker County(City Secretary Contract No.
36199)(revision of definition of"Filing Date" and Section 10.05); and
3. Page 5 of the Development Agreement Between the City of Fort Worth, Texas and
WYA The Ranch at Mary's Creek, Ltd. for MorningStar Ranch (City Secretary
Contract No. 36202) (revision of definition of"Filing Date")
I will substitute these pages in the originally executed document in my possession. Please
substitute these pages in the documents on file in the City Secretary's Office. I have spoken
to Allison Gray concerning my client's obligation to file the Development Agreement in the
Parker County property records, pursuant to Section 9.04 of the agreement. I will pick up
Allison's originally executed Development Agreement, substitute the pages noted above, and
file the document in the property records, with the original document to be returned to
AIlison after it is filed.
DALLAS-1084147 v1 016391-00010
K&L `GATES
February 14,2008
Page 2
Thanks for your help in wrapping up this matter.
Very truly yours,
a4a
Marcella Olson
Attachments
MO/pmk
C: Chris Ross
Allison Gray
DALLAS-1084147 v 1 016391-MI O
District, and the City's consent thereto, are for purposes tha include promoting the orderly
development and extension of City services to the Property u n annexation.
10.02 Incorporation. In furtherance of the purp es of this Agreement, the District and
Owner, on behalf of themselves and their respective ccessors and Assignees, covenant and
agree to the extent allowed by law that, except upon itten consent of the City Council, neither
the District nor Owner will: (a) seek or support any ffort to incorporate the Property or any part
thereof; or (b) sign, join in, associate with, or irect to be signed any petition seeking to
incorporate any of the Property or seeking to in ude any of the Property within the boundaries
of any other incorporated entity.
10.03 Notice. Within thirty (30) d s after the District Confirmation Date, the District
shall file in the real property records of arker County: (a) a notice in the form required by
Section 49.452 of the Water Code; and ) a notice in the form of Exhibit D attached to this
Agreement stating that the City has the uthority to annex t trict subject to the limitations
set forth in Section 10.05.
10.04 Annexation of Porti s of Property. Owne and t District agree to cooperate
with and assist the City in annexi g one or more eas in e nner prescribed by law which
does not result in the dissolution f the District, each whic may not exceed 525 feet in width
at its widest point or such othe width limitatio s se uently imposed by law, as reasonably
necessary for the City to conne t areas to the Cit tha are outside the District and that the City
intends to annex. The City a ees that such as h I be located within right-of-way areas or
along lot lines whenever po ible. Notwithstan ing the zoning designation approved for the
annexed area, such area c be developed and used in accordance with the Development
Agreement.
10.05 Full Purpos Annexation. The City will not annex the Property for full purposes
any earlier than the first t occur of: (a) the dissolution of the District (other than as a result of
annexation by the City); r (b) , which is 15 years after the effective date of
the Development Agree ent.
10.06 Limited u ose Annexation. The Parties agree that the City shall have the right
to annex those portionof the Property that are intended for development for the sole and limited
purpose for the City timpose its sales and use tax within the boundaries of such retail areas,
pursuant to Section 4,10751 of the Local Government Code. The terms and conditions upon
which such limited purpose annexations may occur shall be set forth in the Strategic Partnership
Agreement. l
ARTICLE X1
TERM OF AGREEMENT
This Agreement shall be effective from the Effective Date and shall continue in effect
until the District is annexed for full purposes and dissolved by the City or until terminated in
writing by mutual agreement of the City and the District; provided, however, if the creation of
MorningStar Ranch MUD No. 2
Final Agreement Concerning Creation and Operation, '; ' %�! ' N`'ti,
Page 13
016391.00010:1051149.06
"ETJ"means the extraterritorial jurisdiction of a city as defined by the Local Government
Code, as amended, with the City's ETJ being an unincorporated area presently extending five
miles from the City's corporate limits, excluding other incorporated municipalities and their
respective ETJs.
"Filing" means July 24, 2006, the date on which the application for approval of
preliminary plat PP-06-039 ( which was approved by the City's Plan Commission on August 23,
2006) was submitted to the City. If PP-06-039 expires, "Filing Date" shall be deemed to be the
same date as the Effective Date of the Development Agreement, subject to progress made toward
completion of the Project. For purposes of this section, "Project" means the development of the
Property in accordance with this Agreement. If no progress is a toward completion of the
Project by , 2013, the "Filing D e" shal a deemed to be the date
the first permit application relating to the Projec is filed Xith the City after
, 2013. For purposes of this sectio , "progress" in udes any one of the
following:
(a) an application for a final plat or plan is sub 'tte o a regulatory agency,
including without limitation the City;
(b) a good-faith attempt is made to file ith a r gulatory agency, including without
limitation the City, an application for pe it nec sary to begin or continue towards
completion of the Project;
(c) costs have been incurred for developin the Project including, without limitation,
costs associated with roadway, utility and other i frastructure facilities designed to serve,
in whole or in part (but exclusife of land acqui 'tion) in the aggregate amount of five
percent of the most recent appraised lrket value f the Property;
(d) fiscal security is posted with a regulatory agency, including without limitation the
City, to ensure performance of an obligation required by such regulatory agency; or
(e) utility connection fees or impact fees for the Project have been paid to a
regulatory agency, including without limitation the City.
"Finance Director"means the Director of the City's Finance Department.
"Governing Regulations" means all City ordinances, regulations, policies, manuals and
other requirements relating to Infrastructure, including without limitation the design, location,
construction, operation and maintenance thereof, that were applicable within the City's corporate
limits on the Filing Date. Further, "Governing Regulations" includes all amendments to the
foregoing requirements and all new requirements relating to Infrastructure that are adopted or
approved after the Filing Date, except any amendments from which the Property is exempt
pursuant to Chapter 245 of the local Government Code.
MorningStar Ranch MUD No.2
Final Agreement Concerning Creation and Operation ��
Page 4
016391.00010:105 149.06