HomeMy WebLinkAboutContract 54831 CITY SECRETARY
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Cl1`��,F5jv gl STRATEGIC PARTNERSHIP AGREEMENT BETWEEN
G\vii��� 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, Johnson, Parker, and
Wise Counties, Texas (the "City"), acting by and through its 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 Zd
municipal utility district to negotiate and enter into a strategic partnership agreement by mu
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 requi a the
District to provide revenue to the City solely for the purpose of obtaining an agreement wi the
City to forgo annexation of the District.
NOW THEREFORE, for and in consideration of the mutual agreements, covenant , 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:
Pt' �y
IE-CEI ED
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ARTICLE I
FINDINGS
A. The District is a conservation and reclamation district created by the Texas
Commission on Environmental Quality ("TCE ") 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. 3560-12-2007
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 180.020 acres,more or less, all of which
are located within Parker County, Texas, and within the extraterritorial jurisdiction or the City 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) (the "Development
Agreement") and a Restatement of and Amendment to SCS No. 36202 Development Agreement
Between the City and FWFW Holding, Inc. and FG Aledo Development, LLC (City Secretary
Contract No. 36202-A1, M&C C-27321) (the"Restated Development Agreement") governing the
Property and the 180.020 acres encompassed by Morningstar Ranch Municipal Utility District
No. 2 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 Tracts 1-6, consisting of approximately 33.194 acres,
as shown on Exhibit C and as partially 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) (the "Utility Agreement")
and the First Amendment to Utility Agreement (City Secretary of Contract No. 36195-A1) (the
"First Amended to Utility greement") and the Amended and Restated Utility Agreement for
Morningstar Ranch(City Secretary Contract No. 36195-A2)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.
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.
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H. The District provided notice of two public hearings concerning the adoption of this
Agreement and the proposed limited purpose annexation or the Original Commercial Property, as
defined below, in accordance with the procedural requirement of the Act.
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 July 11, 2018, at 6:00 p.m. at 3045
Lackland Road, Fort Worth, Texas 76116 and on August 8, 2018, at 6:00 p.m. at 3045 Lackland
Road, Fort Worth, Texas 76116.
J. The Board of Directors of the District approved this Agreement on August 8, 2018,
in open session at a meeting held in accordance with Chapter 551 of the Government Code.
K. 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 May 21, 2019, at 7:00 p.m., at the City Council Chambers and on
June 4, 2019, at 7:00 p.m., at the City Council Chambers.
M. The City Council approved this Agreement on June 4, 2019, in open session at a
meeting held in accordance with Chapter 551 of the Government Code (M & C L-16224), 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, the Utility Agreement and the First
Amendment to 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.
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Q. In accordance with the requirements of Subsection(p)(2)of the Act,this Agreement
provides benefits to the City and the District, including revenue, services, and regulatory benefits
which are reasonable and equitable with regard to the benefits provided to the other.
ARTICLE II
DEFINITIONS
Terns used in this Agreement shall have the following meanings:
"Act"means the Texas Local Government Code Section 43.0751, and any amendments ther to.
"Additional Commercial Property""means any property within the District Boundaries desigl ate
d
for commercial use, other than the Original Commercial Property. II
"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.
"Ciff" means the City of Fort Worth, Texas, a home rule municipality located in Tarrant, Wise,
Parker, Johnson, and Denton Counties.
"City Council"means the City Council of the City.
"City Secretary" means the City Secretary of the City.
"City Manager"means the City Manager of the City.
"City Share"means the City's share of Sales and Use Tax Revenues as defined by Section 4.02 of
this Agreement.
"Comptroller means the Comptroller of Public Accounts of the State of Texas.
"Consent Agreement" means the Agreement Concerning Creation and Operation of Morningstar
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).
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"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
180.020-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 Di trict
canvasses the results of the election held within the District confirming the creation the Dist-ct.
"District Share" means the District's share of Sales and Use Tax Revenues as defined by Se tion
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 J's.
"Finance Director"means the Director/Chief Financial Officer of the City's Finance Department.
"First Amendment to Utility Agreement")means the first amendment to the Utility Agreement for
Morningstar Ranch(City Secretary of Contract No. 36195-A1).
"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 those certain tracts designated for commercial use in the
Restated Development Agreement, as shown on Exhibit C and described on Exhibit D.
"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.
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"Pal " means, individually, the City or the District, their successors and assigns as permitted by
Section 8.10 of this Agreement.
"Property" means that certain 180.020-acre tract located in Parker County, Texas as shov�n on
Exhibit A and described on Exhibit B.
"Restated Development Agreement"means the Restatement of and Amendment to SCS No.Z6202
Development Agreement Between the City and FWFW Holding, Inc. and FG Aledo Development,
LLC (City Secretary Contract No. 36202-A1).
"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.
"Utilky Agreement" means the Utility Agreement for Morningstar Ranch executed by Owner and
the City, and to be executed by the District and District Two 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 Two.
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
June 4, 2019, the date of adoption of this Agreement by the City.
3.03 Filingin n Property Records. The City shall file this Agreement in the Real Property
Records of Parker County,Texas.
010:1041745 013
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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 a rate equal to the Sales and Use Tax
imposed by the City within its corporate boundaries or other rate allowed under future amendments
to Chapter 321 of the Tax Code and imposed by the City. Collection of the Sales and Use Tax
Revenues shall take effect on the date described in Section 321.102 of the Tax Code.
4.02 Payment of Sales and Use Tax. In return for the benefits received by the City
pursuant to this Agreement, the City shall pay to the District an amount equal to 50% of the Sales
and Use Tax Revenues collected during the first nineteen (19) years of the Limited Purpose
Annexation Period, and paid to the City as reflected in sales tax reports provided by the
Comptroller to the City. Thereafter, the City shall pay to the District an amount equal to 25% of
the Sales and Use Tax Revenues collected commencing on the first day of the twentieth(20th)year
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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 quarterly
after the City receives the sales tax report reflecting such revenues from the Comptroller.The City
shall retain all Sales and Use Tax Revenues that do not constitute the District Share (the "City
Share"). The City agrees to make reasonable efforts to obtain amended and supplemental reports
from the Comptroller to reflect, to the greatest extent practicable, all Sales and Use Tax revenues
generated with the boundaries of the District. Revenues resulting from such amended and
supplemental reports will be divided and paid as provided above. The District agrees that should
any overpayment of Sales and Use Tax be reported by the Comptroller to the City as a sales tax
reduction, such sales tax reduction shall be proportionally shared by the District in accordance
with the percentages provided above.
4.03 District Use of Sales and Use Tax Revenues. The District shall deposit the Di trict
Share in 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 not otherwise
funded by other sources:
(b)Funding the construction or installation of Infrastructure not otherwise funded by ether
sources
(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 $1.00 per$100 valuation; and
(d) Purchasing and retiring any Bond.
4.04 City Use of Sales and Use Tax Revenues. The City may use the City Share for any
lawful purpose; provided, however, it is the City's intent to use the additional 25% share of the
Sales and Use Tax Revenues beginning on the first day of the twentieth(20th) year of the Limited
Purpose Annexation Period to defray the costs of providing municipal services to the residents of
the 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, containing only the contents of
the sales tax report relating to retail sales and retailers within the District, as provided by the
Comptroller relating to Sales and Use Tax Revenues on a quarterly basis of the City's receipt of
such sales tax reports for that period.
4.06 Notification of Com troller.The City shall send notice of this Agreement, together
with other required documentation, to the Comptroller in the manner provided by Tax (,ode,
Section 321.102, after the City Council annexes any portion of the Limited Purpose Property for
limited purposes.
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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 Agreements and
all Sales and Use Tax Revenues collected by the City from the Limited Purpose Property after the
termination date shall be retained by the City and may be used for any lawful purpose.
4.08 City Maintenance or 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 Rev nues
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
Restated 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) twenty (20) years after the Effective Date of the Restated and Amended
Development Agreement. Such authority is in addition to the authority to annex portions or the
Property pursuant to Section 5.04.
5.02 Procedure for Full Purpose Annexation. The District hereby consents, on its behalf
and on behalf of all current and future owners of land included within the District Boundaries, to
full purpose annexation of the Property in accordance with the procedure for annexation of areas
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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. THIS AGREEMENT SHALL BE
RECORDED IN THE REAL PROPERTY RECORDS OF PARKER COUNTY, TEXAS
AND SHALL BIND OWNER AND ALL FUTURE OWNERS OF ALL OR ANY PORTION
OF THE PROPERTY TO THE CONSENT TO FULL PURPOSE ANNEXATION OF THE
PROPERTY.
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 Restated 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 Restated 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 hill
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.
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7.02 Cure of Breach. The breaching Party shall commence curing such breach 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 he 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
200 Texas Street
Fort Worth, Texas 76102
Attn: City Secretary
FAX: 817-3 92-6196
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City of Fort Worth, Texas
200 Texas Street
Attn: City Manager
Fort Worth, Texas 76102
FAX: 817-392-6134
City of Fort Worth, Texas
200 Texas Street
Attn: Finance Director/Chief
Financial Officer
Fort Worth, Texas 76102
FAX: 817-392-8966
To the District:
Morningstar Ranch Municipal Utility District No. 2 of Parker
County c/o: Coats Rose
14755 Preston Road, Suite 600
Dallas,Texas 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
or this Agreement is duly authorized and adopted in conformity with the City Charter and City
Morningstar Ranch MUD No. 2
Page 12
010841.000001\4813-9498-9147.v 1
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 Parties; and (c) the remainder of
this Agreement shall remain in full force and effect and shall he 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 shalt not be assi able
without the other Party's written consent. This Agreement shall be binding upon and inure t 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 or 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
Page 13
010841.000001\4813-9498-9147.v 1
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
of 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 1.
ATTEST:
CITY OF FORT WORTH
U
' , 1By.
Mary Ka se), dfSevetary �c Dana Bur doff, istant City Manager
APPROVED AS TO FORM AND Date: L0 LIT ��D
Z C�
LEGALITY.
Assistant rty Attorney
OFFICIAL RECORD
ciTY SECRETARY
Morningstar Ranch MUD No. 2
Page 14
010841.000001\4813-9498-9147.v 1
STATE OF TEXAS §
COUNTY OF TARRANT §
This instrument was acknowledged before me, on the day of -��9!/►� ,
2Q by Dana Burghdoff, Assistant City Manager of the City of Fort Worth Texas on behalf of
said city.
Notary Public, Stateof Texas
[SEAL] SE!-ENA ALA Printed Name: AUC
.....(.% PLJOIc,State of Texas
N,• ♦ •�;P Notmrr, Expires 03-31-2024 My Commission Expires: 3�31 ' ��
......t��� Notary ID 132422528
t
Morningstar Ranch MUD No. 2 �1 � '
Page 15
010841.000001\4813-9498-9147.v 1
MORNINGSTAR RANCH MUNICIPAL
UTILITY DISTRICT NO. 2 OF PARKER
COUNTY
By: on
Printed Name:
President, Board of Directors
Date: 5t
STATE OF TEXAS §
COUNTY OF §
This instrume w s acknowledged before me, on the !�+*day of AU ,
20�, by , President, Board of Directors of Morningstar Onch Municipal
Utility District o. 2 of Parker County, on behalf of s ' strict.
N Public, State of Texas
[SEAL]
E
HWIMMER23950352n Expires 2021
Morningstar Ranch MUD No. 2
Page 16
0 1084 1.000001\4813-9498-9147.v l
EXHIBIT,
i I
i
6UD 2 180.020 ACRES
N '
�z
J I
i i
I '
1
I '
I~ �
I '
+ I IMUD\1557.207 ACRES
i Moved to MUD 1 176.613 ACRES
Ad
1.
8 J may,
r �
' --------- ------- ----- ---t--------
I
�MILLER
_ MORNINGSTAR Inc.
MUNICIPAL DISTRICT I Surveving,
AND MUNICIPAL, DISTRICT 2 Commercial • Residential • Municipal
430 Mid Cities Blvd. 817-577-1052
Hurst,Texas 76054 TxLSF No.10100400
iVi i i i e r$U tV a y.11 et:
Scale 1" = 1000, March 13,2017
Exhibit B
Legal Description of the Development
I
i
i
EXHIBIT 8
i
i
737 227 Acre DescrlpGw'
LEGAL DESCRIPTION:Being a tract of landoui of M.S.Teter Survey,Abstract No 2070,lheJ.D.
Morris Survey,Abstract No.927,the P_J.McClary Survey,Abstract No.907,and the William Cagle
Survey,Abstract No.2373 and situated In Parker County,Texas,and surveyed by Miller Surveying,
Inc of Hurst.Texas in November 2013,said tract being the same tract of land described In the deed
to Willow park North Development LLC,recorded as Document No.794656 in the Deed Records of
Parker County,Texas and being more particularly described by metes and bounds as follows:
Beginning at a Tx DOT monument found far the na rthwest comer of said Willow Park tract,said
monument beinginthe easterly right-of-way line of FarmerRoad(FM Road No 3325);
Thence South B9 degrees 413 minutes 48 seconds Eastwilh he northerly boundary line of said Willow
Park tract a distance of 2434.10feet to a 6 inch me44 fence post for an angle point In said northerly
boundary line;
Thence South 01 degrees 11minutes 55 seconds East conlinLing with said northerly boundary line a
distance of 247.34 ieel to a 3 inch metal fence post for an angle point therein;
Thence North 89degrees 26 minutes 50seconds Eastconllnuing with said northerly boundary One a
distanceof 4213.59facttoacrossbefencepostfortheiortheast comer ofsaidWliowParktract,
Thence South 00 degrees 09 minutes 21seconds Fast with the easterly boundary fine of said W ilow
Park tract a dista.ca of 1811.87feet to a crosstie fence post for the most easterly southeast comer
thereof;
Thence South 89 degrees 05 orinules 25 seconds West with the southerly boundary line of said
Wilow Part;tract a distance of 2077.14 feet to a crosslie fence post for an inner comer thereof;
Thence South 01 degrees 13 minutes 1B saconds East with the easterly boundary line of said Willow
Park tract a distance of 4817.83 fast to a crosslis fence past for the most southerly southeast comer
of said Willow Park tract,said post being fnlhe northerly right-of way line of Old Weatherford Road,
Thence westerly with the southerly boundary line of said Willow Park traci and with said northerly
right-cif-way line the following calls-
North 69 degrees 37 minutes V seconds West a distance of 342.48 feet to a
5/8 Inch capped steel rod found;
North 78 degrees 56 minutes 113aconds West a distance of 382,16 feel to a
5/8 inch capped steel rod found;
South 78 degrees 25 minutes 49 seconds West a distance of 296 23 feel to a
518 inch rapped steel rod found,
Exhibit B —Page 1
i
South 711degrees 49 minutes 06 seconds West a distance of 625.79 feet to a
SIB inch capped steel rod found;
Sough 83 degrees 02 minutes 11 seconds West a distance of 95.24 feet to a
5A inch capped steel rod found;
North 84 degrees 13 minutes 49 seconds West a distance of 132.8e feel to a
518 Inch capped steel rod found;
North 64 degrees 52 minutes 53 seconds West a distance of-50.44 feet to a
5/8 inch capped steel rod found;
North 81degrees 04 minutes 46 seconds West a distance of 540.40 feet to a
3 Inch metal fence post,
North 89 degrees 57 minutes 8 seconds West a distance of 938.94 feet to
a TxDOT monument found for the southeast end of a comer clip for said
northerly right-ol-way tine and said easterly right-of-way fine;
Thence North 45 degrees 21 minutes 8 seconds West with said comer clip a distance of 71.52 feet
to a TxDOT monument found for the northwest endthereof;
Thence notrieay with the westerly boundary line of said Willow Park tract and said easterly right of-
way line the following rails:
North 01 degrees 04 minutes 02 seconds West a distance of 852.02 feet toe T2 inch capped stool
rod fourtd;
North Ofdegrees 04 minutes 21ssconds West a distance of 292.61 feet to a TxDOT monument
found;
North 00 degrees 28 minutes 59 seconds West a distance of 13 07 feet to a 921nch steel rod found;
North Oldegrees 04 minutes 30 seconds West a distance of 320.39 feet to a SIB inch capped steel
rod found;
North OtdoWees 03 minutes 10 seconds West a distance of 1466.70 test to a TxDOT monument
found;
North 04 degrees 25 minutes 07 seconds Fast a distance of 50,9 feet to a TxDOT monument found;
Noah 00 degrees 59 minutes 59 seconds West a distance of 100.04feet to a TxDOT monument
found;
North 06 degrees 43 minutes 22 seconds West a distance of 50.14 feet to a TxDOT monument found;
Exhibit B -Page 2
North 07 degrees 33 minutes 35 seconds West a distance of 47.37 feet to a TxDOT-monument leund
for the beginning of a curve to he!eft with a radius of 2924.79 and whose chord bears North 02
degrees 35 minutes 58 seconds'Nest at 155.80 feet-
Northerly with sa d curve through a central angle of 03 degrees 03 minutes 08 seconds and an arc
ierxjth of 55.81feet to a TxDOT monument found for the and of said curve;
North 05 degrees 47 minutes 1lseconds East a dlsfance of 104 38 feet to a TxDOT monument found,
Nodh 07 degrees 15 minutes 41 seconds West a distance of 308 99 feet'o a TxDOT monument
found;
North 29 degrees 21 minutes 05 seconbs West a distance of 106.78 feet to aTxDOT monument found
for the begtnning of a curve to the raft with a radius of 2924.79 and whose chord bears North 16
degrees 33 minutes 43 seconds West at 246.53 feet;
Northerly with said curve through a central angle of 04 degrees 52 minutes 13 seconds and an arc
length of 248.61 feet to a TOOT monument found;
North t8 degrees 58 minutes 58 seconds West a dtstance of 877.17 feet to a TOOT monument found
for a curve to the right with at radius of 1849 96 and whose chord bears North 09 degrees 57 minutes
28 seconds West al578.96 fast:
Northerly,with said curve through a central angle of 19 degrees 00 minutes 22 seconds and an arc
length of 581.34feat to a TXDOT monument found;
North 00 degrees 57 minutes 45 seconds West a distance of 796 85 teat to a TxDOT monument found
for the beginning of a curve to the right with a radius of 7579.44 and whose chord bears No. 00
degrees 48 minutes 44 seconds East at 46156 feet;
Thence northerly continuing with said westerly boundary fine and said easterly right-of-gray tine and
with said curve through a central angle of 03 degrees 29 minutes 23 seconds and an arc length of
461.83 feet to the point of beginning and containing 737.227 acres of land,more or less
t
i
I
i
Exhibit B - Page 3
Exhibit C
Map of Original Commercial Property
Morningstar Ranch MUD No.2
Page 19
010841.000001\4813-9498-9147.v 1
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Exhibit D
Legal Description of the Original Commercial Property
Morningstar Ranch MUD No. 2
Page 20
0 1084 1.00000 1\4813-9498-9147.v l
EXHIBIT D
SPOONER& 309 Byers Street, 6039
Euless, Texas 76039
A§REG,w,T.,. cIATES (817) 685-8448
PROR6SKXUL LAM SURVEYORS
www.spoonersurveyors.com
COMMERCIAL TRACT 1-PROPOSED LOT 1, BLOCK 32
* METES AND BOUNDS DESCRIPTION *
BEING a 13.9342 acre tract of land located in the M.S. Teeter Survey, Abstract No. 2070, Parker County, Texas, said
13.9342 acre tract of land being a portion of the remainder of a called 737.227 acre tract of land conveyed to FWFW
HOLDINGS, INC., by deed thereof filed for record in Parker County Clerk's Instrument No. 201410303, Deed Records,
Parker County, Texas, said 13.9342 acre tract of land being more particularly described by metes and bounds as
follows:
COMMENCING at the northwest property corner of the said 737.227 acre tract, same commencing point having a
NAD83 Texas North Central Zone (4202)grid coordinate of N: 6,961,751.09 and E: 2,244,603.92;
THENCE South 42°38'52" East, over and across the said 737.227 acre tract, a distance of 1,340.66 feet to the POINT
OF BEGINNING of the herein described tract of land, said beginning point also having a NAD83 Texas North Central
Zone(4202) grid coordinate of N: 6,960,764.99 and E: 2,245,512.20;
THENCE continuing over and across the said 737.227 acre tract the following courses and distances:
South 21°44'36"West, a distance of 415.77 feet;
South 00'30'13" East, a distance of 355.71 feet to the southeast corner of the herein described tract, from which the
north lot corner of Lot 23b, Block 40, Morningstar, Section 5, Phase 4, being a proposed addition to Parker County,
Texas, bears South W32'30" East, a distance of 503.70 feet;
South 89°29'47" West, a distance of 674.97 feet to the beginning of a curve to the right having a radius of 1,840.42
feet;
Along said curve to the right, an arc length of 312.35 feet, and across a chord which bears North 11'0614" West, a
chord length of 311.98 feet to the beginning of a compound curve to the right having a radius of 988.00 feet;
Along said curve to the right, an arc length of 192.08 feet, and across a chord which bears North 00°39'21" West, a
chord length of 191.77 feet to the beginning of a curve to the left having a radius of 612.00 feet;
Along said curve to the left, an arc length of 62.76 feet, and across a chord which bears North 01°58'32" East, a
chord length of 62.74 feet;
Page 1 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039(817) 685-8448 — S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, 6039
ASSOCIATES Eules(8Texas 17) 685-8448
REGISTEREDPROFES90NA UM SURVEYORS
www.spoonersurveyors.com
North 00°57'45"West, a distance of 150.00 feet;
North 89'02'15" East, a distance of 5.00 feet to the beginning of a curve to the right having a radius of 83.00 feet;
Along said curve to the right, an arc length of 130.38 feet, and across a chord which bears North 44°02'17" East, a
chord length of 117.38 feet;
North 89°02'19" East, a distance of 433.06 feet to the beginning of a curve to the right having a radius of 1,145.00
feet;
Along said curve to the right, an arc length of 374.46 feet, and across a chord which bears South 81°35'33" East, a
chord length of 372.79 feet to the POINT OF BEGINNING.
The hereinabove described tract of land contains a computed area of 13.9342 acres (606,973 square feet) of land,
more or less.
Note: The bearings recited hereinabove are referenced to the Texas Coordinate System of 1983, Texas North Central
Zone (4202), and are based on the North American Datum of 1983, 2011 Adjustment.
Page 2 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039 (817)685-8448— S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, 6039
Euless, Texas 76039
A§REGM§10WNPROFESSNAALLISUORVOM (817) 685-8448
www.spoonersurveyors.com
COMMERCIAL TRACT 2-PROPOSED LOT 1,BLOCK 1
* METES AND BOUNDS DESCRIPTION *
BEING a 5.3949 acre tract of land located in the M.S. Teeter Survey, Abstract No. 2070, Parker County, Texas, said
5.3949 acre tract of land being a portion of the remainder of a called 737.227 acre tract of land conveyed to FWFW
HOLDINGS, INC., by deed thereof filed for record in Parker County Clerk's Instrument No. 201410303, Deed Records,
Parker County, Texas, said 5.3949 acre tract of land being more particularly described by metes and bounds as follows:
COMMENCING at the northwest property corner of the said 737.227 acre tract, same commencing point having a
NAD83 Texas North Central Zone(4202)grid coordinate of N: 6,961,751.09 and E: 2,244,603.92;
THENCE South 60°52'12" East, over and across the said 737.227 acre tract, a distance of 1,344.54 feet to the POINT
OF BEGINNING of the herein described tract of land, said beginning point also having a NAD83 Texas North Central
Zone (4202) grid coordinate of N: 6,961,096.58 and E: 2,245,778.40;
THENCE continuing over and across the said 737.227 acre tract the following courses and distances:
South 00°55'33" East, a distance of 318.47 feet to the southeast property corner of the herein described tract, from
which the north lot corner of Lot 23b, Block 40, Morningstar, Section 5, Phase 4, being a proposed addition to Parker
County, Texas, bears South 02°23'14" East, a distance of 956.39 feet;
North 68°15'24" West, a distance of 167.95 feet to the beginning of a curve to the left having a radius of 1,255.00
feet;
Along said curve to the left, an arc length of 497.32 feet, and across a chord which bears North 79°36'33" West, a
chord length of 494.07 feet;
South 89°02'19"West, a distance of 99.48 feet to the beginning of a curve to the right having a radius of 983.00 feet;
Along said curve to the right, an arc length of 120.47 feet, and across a chord which bears North 87°27'02" West, a
chord length of 120.39 feet to the beginning of a curve to the left having a radius of 617.00 feet;
With said curve to the left, an arc length of 75.61 feet, and across a chord which bears North 87°27'02" West, a
chord length of 75.57 feet;
South 89'02'19"West, a distance of 150.00 feet to the beginning of a curve to the right having a radius of 83.00 feet;
Along said curve to the right, an arc length of 130.37 feet, and across a chord which bears North 45°57'43" West, a
chord length of 117.38 feet;
Page 3 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039(817) 685-8448— S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, #100
Euless, Texas 760396039
ASSOCIATES (817) 685-8448
REGISTERED PROFESSIONAL LAND SURVEYORS
www.spoonersurveyors.com
South 89°02'15"West, a distance of 5.00 feet;
North 00°57'45"West, a distance of 88.20 feet;
North 89'02'19" East, a distance of 742.46 feet;
South 31°38'15" East, a distance of 21.12 feet;
South 89°46'48" East, a distance of 419.46 feet to the POINT OF BEGINNING.
The hererinabove described tract of land contains a computed area of 5.3949 acres (235,003 square feet) of land,
more or less.
Page 4 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039(817)685-8448- S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, #100
Euless, Texas 760396039
ASSOCIATES (817) 685-8448
REGmmmPROFESSI mLANDsuRVmRs
www.spoonersurveyors.com
COMMERCIAL TRACT 3-PROPOSED LOT 1, BLOCK 37
* METES AND BOUNDS DESCRIPTION *
BEING a 1.1584 acre tract of land located in the M.S. Teeter Survey, Abstract No. 2070, Parker County, Texas, said
1.1584 acre tract of land being a portion of the remainder of a called 737.227 acre tract of land conveyed to FWFW
HOLDINGS, INC., by deed thereof filed for record in Parker County Clerk's Instrument No. 201410303, Deed Records,
Parker County, Texas, said 1.1584 acre tract of land being more particularly described by metes and bounds as follows:
COMMENCING at the northwest property corner of the said 737.227 acre tract, same commencing point having a
NAD83 Texas North Central Zone (4202)grid coordinate of N: 6,961,751.09 and E: 2,244,603.92;
THENCE South 54°55'30" East, over and across the said 737.227 acre tract, a distance of 3,301.02 feet to the POINT
OF BEGINNING of the herein described tract of land, said beginning point having a NAD83 Texas North Central Zone
(4202) grid coordinate of N: 6,959,854.16 and E: 2,247,305.47, said beginning point also being at the beginning of a
curve to the right having a radius of 33.50 feet;
THENCE continuing over and across the said 737.227 acre tract the following courses and distances:
Along said curve to the right, an arc length of 31.29 feet, and across a chord which bears North 67°24'30" East, a
chord length of 30.16 feet to the beginning of a curve to the left having a radius of 80.00 feet;
Along said curve to the left, an arc length of 12.69 feet, and across a chord which bears North 89°37'01" East, a
chord length of 12.68 feet to the beginning of a curve to the right having a radius of 33.50 feet;
Along said curve to the right, an arc length of 2.92 feet, and across a chord which bears North 87°33'52" East, a
chord length of 2.91 feet to the beginning of a curve to the left having a radius of 1,155.00 feet;
Along said curve to the left, an arc length of 305.78 feet, and across a chord which bears South 59'1818" East, a
chord length of 304.89 feet;
South 23°06'39"West, a distance of 38.71 feet;
South 89°49'35" West, a distance of 450.96 feet to the most westerly southwest property corner of the herein
described tract, from which the north lot corner of Lot 23b, Block 40, Morningstar, Section 5, Phase 4, being a
proposed addition to Parker County, Texas, bears North 83°33'25"West, a distance of 1,329.95 feet;
North 40'39'17" East, a distance of 155.34 feet;
North 45'13'43" East, a distance of 50.16 feet;
North 40'39'17" East, a distance of 36.43 feet to the POINT OF BEGINNING.
The hereinabove described property contains a computed area of 1.1584 acres (50,460 square feet) of land, more or
less.
Note: The bearings recited hereinabove are referenced to the Texas Coordinate System of 1983, Texas North Central
Zone(4202), and are based on the North American Datum of 1983, 2011 Adjustment.
Page 5 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039 (817) 685-8448 S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, #100
Euless, Texas 76039
6039
A§REG.,..PR1ATESSOc (817) 685-8448
OFESNONAL LAND SURVEYORS
www.spoonersurveyors.com
COMMERCIAL TRACT 4-LOT 1, BLOCK 38 PHOA-DOX
Being all of LOT 1, BLOCK 38, PHOA-DOS, MORNINGSTAR, PHASE 1, being an Addition to Parker County, Texas,
according to the plat thereof filed for record in Cabinet D, Slide 559, Plat Records, Parker County, Texas.
Page 6 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039 (817)685-8448 —S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, #100
Euless, Texas 760396039
AMOPROMATES (817) 685-8448
FES51 ALLANDSURVEYORS
www.spoonersurveyors.com
COMMERCIAL TRACT 5-PROPOSED LOT 1, BLOCK 74
*METES AND BOUNDS DESCRIPTION *
BEING a 1.2874 acre tract of land located in the PJ McClary Survey, Abstract No. 907, Parker County, Texas, said
1.2874 acre tract of land being a portion of the remainder of a called 737.227 acre tract of land conveyed to FWFW
HOLDINGS, INC., by deed thereof filed for record in Parker County Clerk's Instrument No. 201410303, Deed Records,
Parker County, Texas, said 1.2874 acre tract of land being more particularly described by metes and bounds as follows:
BEGINNING at the southwest lot corner of Lot 42, Block 70, Morningstar Section 8, Phase 1, being an Addition to
Parker County, Texas, according to the plat thereof filed for record in Cabinet D, Slide 656, Plat Records, Parker
County, Texas (P.R.P.C.T.), said beginning point also being on the north right-of-way line of Belclaire Avenue (being a
50 feet wide public right-of-way), said beginning point also having a NAD83 Texas North Central Zone (4202) grid
coordinate of N: 6,955,761.84 and E: 2,247,451.67;
THENCE South 82°53'49" West, along the said north right-of-way line, a distance of 15.06 feet to the beginning of a
curve to the right having a radius of 475.00 feet;
THENCE continuing along the said right-of-way line, with said curve to the right, an arc length of 220.48 feet, and
across a chord which bears North 83°48'20"West, a chord length of 218.51 feet;
THENCE North 70°30'29" West, continuing along the said right-of-way line, a distance of 43.84 feet to the intersection
of the said right-of-way line with a southeast lot line of Lot 1X, Block 70, Morningstar, Phase 1, Spine Road, being an
Addition to Parker County, Texas, according to the plat thereof filed for record in Cabinet D, Slide 559, P.R.P.C.T.;
THENCE North 19°29'31" East, along the said southeast lot line of Lot 1X, same being a line 10 feet southeast of and
parallel with the southeast right-of-way line of Indigo Sky Drive (being a variable width public right-of-way), a distance of
260.31 feet to the west lot corner of Lot 12, Block 70, of said Morningstar, Section 8, Phase 1;
THENCE South 70°30'29" East, along the southwest lot line of said Lot 12, a distance of 129.21 feet to the most
southerly lot corner of said Lot 12;
THENCE North 55°07'53" East, along the southeast lot line of said Lot 12, a distance of 20.00 feet to the east lot corner
of said Lot 12, same being on the southerly right-of-way line of Gentry Drive (being a 50 feet wide public right-of-way at
this point), and being at the beginning of a curve to the left having a radius of 50.00 feet;
THENCE along the said southerly right-of-way line, with said curve to the left, an arc length of 25.67 feet, and across a
chord which bears South 49°34'26" East, a chord length of 25.38 feet to the northwest lot corner of Lot 13, Block 70, of
said Morningstar, Section 8, Phase 1;
THENCE South 07°06'11" East, along the west lot line of said Lot 13, at a distance of 115.40 feet passing the
southwest lot corner of said Lot 13, same being the northwest lot corner of the aforementioned Lot 42, and continuing
along the west lot line of said Lot 42, in all a total distance of 235.40 feet to the POINT OF BEGINNING.
The hereinabove described tract of land contains a computed area of 1.2874 acres (56,079 square feet) of land, more
or less.
Note: The bearings recited hereinabove are referenced to the Texas Coordinate System of 1983, Texas North Central
Zone (4202), and are based on the North American Datum of 1983, 2011 Adjustment.
Page 7 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039(817)685-8448 — S&A Job No. 20039.com
EXHIBIT D
SPOONER& 309 Byers Street, #100
Euless, Texas 76039
&,Ae11J:4,.FT-WJ 4:111 N I ASSOCIATES (817) 685-8448
REGwmmD mohEmNAL L4m suRvrmm
www.spoonersurveyors.com
COMMERCIAL TRACT 6-PROPOSED LOT 1, BLOCK 93
* METES AND BOUNDS DESCRIPTION *
BEING a 11.1740 acre tract of land located in the PJ McClary Survey, Abstract No. 907, Parker County, Texas, said
11.1740 acre tract of land being a portion of the remainder of a called 737.227 acre tract of land conveyed to FWFW
HOLDINGS, INC., by deed thereof filed for record in Parker County Clerk's Instrument No. 201410303, Deed Records,
Parker County, Texas, said 11.1740 acre tract of land being more particularly described by metes and bounds as
follows:
BEGINNING at a Texas Department of Transportation brass monument found at the southerly end of a corner clip
located at the intersection of the north right-of-way line of Old Weatherford Road (being a variable width public
right-of-way) with the east right-of-way line of Farmer Road (being a variable width public right-of-way also known as
Farm to Market Highway No. 3325), said beginning point also having a NAD83 Texas North Central Zone (4202) grid
coordinate of N: 6,954,954.08 and E: 2,245,264.49;
THENCE North 45°21'18" West, along the said corner clip, a distance of 71.52 feet to a Texas Department of
Transportation brass monument found at the northerly end of the said corner clip;
THENCE North 01°04'02"West, along the said east right-of-way line, a distance of 584.58 feet;
THENCE North 85°17'48" East, departing the said right-of-way line, over and across the said 737.227 acre tract, at a
distance of 106.32 feet passing a 1/2 inch iron rod with a cap stamped "MILLER 6655" found at the most southerly
southwest block corner of Block 88, Morningstar, Section 7, Phase 2, being an Addition to Parker County, Texas,
according to the plat thereof filed for record in Cabinet E, Slide 709, Plat Records, Parker County, Texas, and
continuing along a south block line of said Block 88, in all a total distance of 743.23 feet;
THENCE South 00°16'39" West, departing the said block line, and continuing over and across the said 737.227 acre
tract, a distance of 696.22 feet to the aforesaid north right-of-way line of Old Weatherford Road;
THENCE North 89°57'16" West, along the said right-of-way line, a distance of 675.59 feet to the POINT OF
BEGINNING.
The hereinabove described tract of land contains a computed area of 11.1740 acres (486,739 square feet) of land,
more or less.
Note: The bearings recited hereinabove are referenced to the Texas Coordinate System of 1983, Texas North Central
Zone (4202), and are based on the North American Datum of 1983, 2011 Adjustment.
Page 8 of 8
Spooner&Associates, Inc. 309 Byers Street, Suite 100, Euless, Texas 76039 (817) 685-8448— S&A Job No. 20039.com