HomeMy WebLinkAboutMay 13, 2014 AgendaAGENDA
CITY OF DENTON CITY COUNCIL
May 13, 2014
After determining that a quorum is present, the City Council of the City of Denton, Texas will
convene in a 2nd Tuesday Session on Tuesday, May 13, 2014 at 2:00 p.m. in the Council Work
Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items
will be considered:
NOTE: A 2nd Tuesday Session is used to explore matters of interest to one or more City Council
Members or the City Manager for the purpose of giving staff direction into whether or not such
matters should be placed on a future regular or special meeting of the Council for citizen input,
City Council deliberation and formal City action. At a 2nd Tuesday Session, the City Council
generally receives informal and preliminary reports and information from City staff, officials,
members of City committees, and the individual or organization proposing council action, if
invited by City Council or City Manager to participate in the session. Participation by
individuals and members of organizations invited to speak ceases when the Mayor announces the
session is being closed to public input. Although 2nd Tuesday Sessions are public meetings, and
citizens have a legal right to attend, they are not public hearings, so citizens are not allowed to
participate in the session unless invited to do so by the Mayor. Any citizen may supply to the
City Council, prior to the beginning of the session, a written report regarding the citizen's
opinion on the matter being explored. Should the Council direct the matter be placed on a
regular meeting agenda, the staff will generally prepare a final report defining the proposed
action, which will be made available to all citizens prior to the regular meeting at which citizen
input is sought. The purpose of this procedure is to allow citizens attending the regular meeting
the opportunity to hear the views of their fellow citizens without having to attend two meetings.
l. Receive a report, hold a discussion, and give staff direction regarding a Reimbursement
Agreement with Westray Group, LP for public infrastructure improvements in Tax
Increment Reinvestment Zone Number Two.
Following the completion of the 2nd Tuesday Session, the City Council will convene in a Special
Called Session to consider the following items:
l. Consider approval of a resolution by the City of Denton, Texas denying an increase in
rates requested by ATMOS Energy Corporation — Midtex Division, submitted on or
about February 28, 2014 under the rate review mechanism; finding ATMOS' request
unreasonable; directing ATMOS Energy to reimburse the City's rate-case expenses;
authorizing the City's participation in appeals ATMOS may take denying its requested
increase; requiring delivery of the resolution to the company and the City's special
counsel; finding that the meeting complied with the Open Meetings Act; making other
findings and provisions related to the subject; and declaring an effective date.
2. Consider adoption of an ordinance of the City of Denton, Texas approving a
Reimbursement Agreement between the City of Denton, the Board of Directors of the
Tax Increment Reinvestment Zone Number Two, City of Denton, Texas, and Westray
Group, LP.
3. Consider adoption of an ordinance of the City of Denton, Texas approving a second
amendment to an Economic Development Program Grant Agreement dated June 15,
2010, between the City of Denton and Allegiance Hillview, L.P., which was duly
assigned, in part, to RED Rayzor Ranch, LLC; and providing an effective date.
City of Denton City Council Agenda
May 13, 2014
Page 2
4. Consider adoption of an ordinance of the City of Denton, Texas approving a
Memorandum of Understanding regarding terms and conditions for the Rayzor Ranch
Public Improvement District No. l, and providing an effective date.
5. Consider approval of a resolution of the City Council of Denton, Texas, making findings
that the proposed Rayzor Ranch Public Improvement District No. 1 and the proposed
public improvements will promote the interests of the City and confer a special benefit on
a definable part of the City; providing that the district and proposed public improvements
are feasible and advisable; providing findings with respect to the nature and estimated
cost of the proposed public improvements, the boundaries of the district, the method of
assessment, and apportionment of costs between the District and the City; authorizing the
creation of the District and directing the City Secretary or other officer to publish notice
of the creation; and providing an effective date. The Economic Development Partnership
Board recommends approval (7-0).
6. Hold a public hearing and consider adoption of an ordinance granting approval, in
accordance with Chapter 26 of the Texas Parks and Wildlife Code, of the non-park
use of a part of Spc. Ernest W. Dallas Jr. Veterans Memorial Park for the purpose of
installing and maintaining a sanitary sewer line for the Classic Used C ars of D enton
Project; providing for a notice by the city of Denton, Texas of non-park use for
installation and maintenance of sanitary sewer line and reservation of easement in the
event of sale of park; and providing an effective date. The Parks, Recreation and
Beautification Board recommends approval (6-0).
7. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the
City Council or the public with specific factual information or recitation of policy, or
accept a proposal to place the matter on the agenda for an upcoming meeting AND
Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of
community interest regarding which no action will be taken, to include: expressions of
thanks, congratulations, or condolence; information regarding holiday schedules; an
honorary or salutary recognition of a public official, public employee, or other citizen; a
reminder about an upcoming event organized or sponsored by the governing body;
information regarding a social, ceremonial, or community event organized or sponsored
by an entity other than the governing body that was attended or is scheduled to be
attended by a member of the governing body or an official or employee of the
municipality; or an announcement involving an imminent threat to the public health and
safety of people in the municipality that has arisen after the posting of the agenda.
Following the completion of the Special Called Session, the City Council will convene in a
Special Called Closed Meeting to consider specific items when these items are listed below
under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn
into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of
the Texas Government Code, as amended, or as otherwise allowed by law.
l. Closed Meeting
A Certain Public Power Utilities: Competitive Matters — Under Texas Government
Code, Section 551.086; and Consultation with Attorneys — Under Texas
Government Code, Section 551.071.
City of Denton City Council Agenda
May 13, 2014
Page 3
l. Receive further competitive public power, financial and commercial
information from Denton Municipal Electric ("DME") staff regarding the
procurement, acquisition, integration and implementation of ERCOT
Shadow Settlement Software in its Energy Management Organization
relating to its power purchase operations, which includes bidding and
pricing information for purchased power, generation and fuel, and Electric
Reliability Council of Texas bids, prices, offers, and related services for
purposes of supporting the Energy Management Organization of the
Power Supply Administration of DME; discuss, deliberate, provide staff
with direction, consider and take final action on the Master Customer
Agreement and any and all ancillary Agreements pertaining thereto.
Consultation with the City's attorneys regarding legal issues associated
with the above acquisition where a public discussion of these legal matters
would conflict with the duty of the City's attorneys to the City of Denton
and the Denton City Council under the Texas Disciplinary Rules of
Professional Conduct of the State Bar of Texas, or would jeopardize the
City's legal position in any administrative proceeding or potential
litigation; Consider an ordinance of the City Council of the City of
Denton, Texas providing for, authorizing, and approving the execution by
the City Manager of a"Master Customer Agreement" by and between the
City of Denton, Texas and Ventyx, Inc., a Delaware Corporation, further
authorizing and approving the execution of such other ancillary and
related documents, including without limitation, licensing agreements and
statements of work related to the Master Customer Agreement by the City
Manager or his designee, which are incident or related thereto; confirming
and ratifying that the City of Denton, Texas, its Mayor, its City Council
members, its City Manager, its City Attorney, and their respective
designees, shall be authorized and empowered to perform such acts and
obligations as are reasonably required to complete and consummate this
transaction; ratifying and confirming all prior actions taken by the City
Council in furtherance of this procurement; and determining that said
agreements pertain to a"Competitive Electric Matter" as set forth under
the provisions of §§551.086 and 552.133 of the Texas Government Code,
as amended; finding and determining that the approval of this transaction
in a closed meeting of the City Council is further authorized under Texas
law; finding and determining that Texas Government Code, Section
252.022(a)(7)(A) applies to the purchase of items that are available from
only one source because of patents, copyrights and secret processes; and
Section 252.022(c) of the Texas Government Code making it exempt from
the Texas competitive bidding statutes; adopting significant recitations,
findings and conclusions, as are set forth in the preamble of this
ordinance; finding that the matter of approval of the Master Customer
Agreement was posted as required by law and was duly considered in a
closed meeting of the City Council on the 13th day of May, 2014, by a
quorum of the Denton City Council and was duly approved by a vote
taken in said closed meeting; providing that upon approval of the
Ordinance, Master Customer Agreement and any and all ancillary
agreements, by the City Council that the City Secretary is hereby
authorized and directed to seal the said documents as Public Power
City of Denton City Council Agenda
May 13, 2014
Page 4
documents, as provided by applicable Texas law; that this procurement is
in the public welfare and is in the best interests of the ratepayers of Denton
Municipal Electric; authorizing the expenditure of funds therefor;
providing an effective date. The Public Utilities Board recommended
approval by a vote of 6-0 on May 5, 2014.
B. Consultation with Attorneys — Under Texas Government Code Section 551.071.
l. Consult with and provide direction to City's attorneys regarding legal
issues and strategies associated with Gas Well Ordinance regulation of gas
well drilling and production within the City Limits and the extraterritorial
jurisdiction, including Constitutional limitations, statutory limitations
upon municipal regulatory authority, statutory preemption and/or impacts
of federal and state law and regulations as it concerns municipal
regulatory authority and matters relating to enforcement of the ordinance.
CERTIFICATE
I certify that the above notice of ineeting was posted on the bulletin board at the City Hall of the
City of Denton, Texas, on the day of , 2014 at o'clock
(a.m.) (p.m.)
CITY SECRETARY
NOTE: THE CITY OF DENTON CITY COUNCII, WORK SESSION ROOM IS
ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT.
THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING
IMPAIIZED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED
MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE
TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-
RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED
THROUGH THE CITY SECRETARY' S OFFICE.
AGENDA INFORMATION SHEET
AGENDA DATE: May 13, 2014
DEPARTMENT: Economic Development ��
ACM: John Cabrales, Jr.
SUBJECT
Receive a report, hold a discussion, and give staff direction regarding a Reimbursement
Agreement with Westray, LP for public infrastructure improvements in Tax Increment
Reinvestment Zone Number Two.
BACKGROUND
On December 17, 2012, the City Council adopted Ordinance No. 2012-366 designating
and describing the boundaries of Tax Increment Reinvestment Zone Number Two
(Westpark) to provide the public infrastructure necessary to encourage development in
the largest industrially zoned area in the City.
Prior to the creation of the zone, a preliminary Project Plan, Finance Plan, and Feasibility
Study were completed with assistance from consultants Schrader & Cline (Exhibit D of
the Reimbursement Agreement). After the establishment of the Zone, Economic
Development staff and representatives from Rayzor Investments met multiple times to
define the parameters of the Reimbursement Agreement for infrastructure. Rayzor
Investments hired an engineering firm (Unitech) to work with the City's Engineering
Department to define the scope and estimated cost of the public improvements (Exhibit G
and H of the Reimbursement Agreement). During that process, a water model and a
traffic impact study had to be completed in order to determine appropriate street/traffic
improvements and water infrastructure improvements. These studies were important to
ensure that the City and Rayzor Investments understood and agreed upon the scope of the
infrastructure necessary. As such, the Project Plan (Exhibit D of the Reimbursement
Agreement) has been updated to reflect a more accurate estimate of costs associated with
the improvements.
Improvements are split into three Phases (Exhibit G of the Reimbursement Agreement).
Under this Reimbursement Agreement, Westray Group (an affiliate of Westpark and
Rayzor Investments) will be required to construct Phase I improvements within 24
months of execution of the agreement for a total of approximately $5.1 million in
improvements on and along Western Boulevard (see Exhibit H of Reimbursement
Agreement for detailed description of improvements). Per the original proposal and
Project Plan, Westray Group will be eligible for reimbursement of interest at a 5%
interestrate.
Agenda Information Sheet
May 13, 2014
Page 2
The Reimbursement Agreement gives Westray Group the option to construct Phases II
and IIL However, it also gives the City the option to enter into Reimbursement
Agreements with other parties to accomplish Phases II and III, should Westray Group
choose the option not to construct future phases. Because the TIRZ is projected to net
approximately $14 million over its 25-year term, the City would have resources available
to construct the improvements on our own, or to enter into future agreements.
PRIOR ACTION
The Economic Development Partnership Board adopted the final Project Plan, considered
this Agreement on May 6, 2014, and recommends approval6-0.
FISCAL IMPACTS
Westray Group will advance all costs for Phase I infrastructure improvements, and will
be reimbursed from TIRZ revenue.
EXHIBITS
Exhibit 1— Westray Reimbursement Agreement Powerpoint
Exhibit 2— Ordinance No. 2012-366
Exhibit 3— Ordinance No. 2014-039
Exhibit 4— Ordinance with Reimbursement Agreement
Respectfully submitted:
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Aimee Bissett
Economic Development Director
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EXHIBIT 2
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AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX
INCREMENT REINVESTMENT ZONE TWO I'OR AN INDUSTRIAL DISTRICT OF
DENTON, T�XAS; ESTABLISHING THE DUI�tAATION OF THE ZONE; ESTABLISHING A
TAX INCRCMENT FUND; ESTABLISHING A BOARD OF DTRECTORS FOR THB TAX
INCREMENT REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER
MATTERS TtELATED THERETO; AND PROVIDING AN EFFECTYVE DATE.
WHEREAS, the City Council of the City of Denton, Texas, (the "City"), desires to
proir�ote the development of an industrial area within the City of Denton by the creation of a Tax
Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act,
Chapter 311 of the Texas Tax Code, Vern.on's Texas Codes Annotated (the "Act"); and
WHEREAS, the City has called a public hearing to hear the public comments on the
creation of the proposed Tax Increment Reinvestment Zone and its benefits to the City and the
property in the proposed Tax Increment Reinvestment Zone; and
WHER�AS, notice of such public hearing was published in the Denton Recard-
Chronicle, a daily paper of general circulation in the City, such publication datie being not later
than seven (7) days prior to the date of the public hearing; and
WHEREAS, such hearing was convened at the cime and place mentioned zn the published
notice, on the 18h day of December 2012, at 6,3U p.m., in Council Chambers oi the City of
Denton, Texas; and
WHEREAS, the City, at such hearing, invitcd any interested person, or his/her
representative, to appear and spealc for or against the creation of the Tax Increment Reinvestment
Zone ,the duration of the Tax Increment Reinvestment Zone, the boundaries of the proposed Ta�c
Increment Reinvestmcnt Zone, whether all or part of the territory which is described in Exhibit
"A" attached hereto and depicted on the map attached hereto as Exhibit "B" should be included
in such proposed Tax Increment Reinvestment Zone, the concept of tax increment financing and
the appointment of a board of directors of the proposed Tax Increment Reinvestment Zone; and
WI-I�REAS, all owners of property located within the proposed Tax I.ncrement
Reinvestment Zone and all other taxing units and other interested persons were given a
reasonable opportunity at such public hearing to protest the creation of the proposed Tax
Increment Reinvestment Zone andlor the inclusion oi their property in such; Tax Increment
Reinvestment Zone; and
WHEREAS, the proponents of the Tax Increment Reinvestment 'Lone offered evidence,
in favor of all of the foregoing matters relating to the creation of the Tax Incretnent
Reinvestment Zone, and opponents of the Ta.c Increment Reinvestment Lane were given the
opportunity to appeax to contest creation of the zone, after which the hearing was closed; NOW,
THEREFORE,
THE CI"rY COUNCIL OF TH]C CITY �F DENTON HEREBY ORDAINS:
SECTION 1. The facts and recitations contained in the preamble of this ordinance are
hereby found and declared to be true and correct.
EXHIBIT 2
SECTION 2. The City Council, after conducting such hearing and having heard such
evidence and testimony, has m.ade the following findings and determinations based on the
evidence and testimony presented to it:
a) The public hearing on adoption of the Tax Increment Financing
Reinvestment Zone has been properly called, held and conducted and that
notice o£ such hearing has been published as required by law
b) Creation of the proposed Tax Incrernent Reinvestment Zone with
boundaries as described in Exhibits "A" and "B" will result in benefits to
the City, its residents, and property owners, in general, and to the property,
residents and property owners in the Tax Increment Rein�vestment Zone.
c) The Tax Increment Reinvestment Zone, as defined in Exhibits "A" and
"B", meets the criteria for the creation of a Tax Increment Financing
Reinvestment 7one set forth in the Act in that:
(i) It is a contiguous geographic area located wholly within the cozporate
limits of the City.
(ii) It substantially impairs or arrests the sound growth of the
municipality creating the zone or constitutes an economic or social
liability in its present condition and use because of the presence of:
a, 'I'he area lias a predominance of defective or inadequate
sidewallcs or street layout; and/or
b. Predominately open or undeveloped and, because of obsolete
platting, deterioration of structures or site improvem.ents, or
other factors,
(iii) The proposed project plan includes the use of land in the zone with
access to an indus�rial rail spur that serves the park.
a) That 30 percent or less of the property in the proposed Tax Increment
F'inancing Reinvestment Zone, excluding property that is publicly owned,
is used f'or residential pwposes, which is defined in the Act as any
property occupied by a house wluch has less than iive living un.its,
b) The total appraised value of all taxable real property in the proposed Tax
Increment Finaneing Reinvestment Zone according to the most reeent
appraisal rolls of the City, together with the total appxaised value of
taxable real property in all other existing Tax Increment Reinvestment
Zones within the City, according to the most recent appraisal rolls of the
City, does not exceed 25 percent of the current total appraised value of
taxable real property in the City and in the industa•ial districts created by
the City, if any.
c) The improvements in the Tax Increment Reinvestznent Zone will
signiiicantly enhance the vahie of a11 taxable rcal property in the Tax
Increment Financing Reinvestment Zone.
Ordinance Desi etiug TIRZ
City of Denton. Texus
EXHIBIT 2
d) The development or redevelopment of the property in the proposed Tax
Increment Financing Reinvestment Zone will not occur solely through
private investment in the reasonable foreseeable future.
SECTION 3. The City hereby creates a Tax Increment Reinvestment Zone over the area
described in Exhibit "A," attached hereto and depicted in the map attaehed hereto as Exhibit "B,"
and such Tax Increment Reinvestinent Zone shall hereafter be identified as Tax Increment
Reinvestmcnt Zone Number Two, City of Denton, Texas (the "Zone" or "Reinvestment Zone").
SECTiON 4. There is hereby established a board of directors for the Zone that shall
consist of eleven members. The boai•d of dii•ectors of Tax Increment Reinvestment Zone Nuznber
Two shall be appointed as follows:
a) Nine of the eleven member board shall be appointed by the City Couneil
as provided here within sixty (60) days of the passage of this ordinance or
within a reasonable time thereaf�er. All members appointed to the board shall
meet tlie eligibility requirements set forth in the Act. The governing body of
Denton Couniy, which levies taxes on real property in Tax Increment
Reinvestinent 7one Number Two, has the right to appoint a single boaxd
member. Rayzor Investments, LLP the "Developer" has the right to appoint a
single board member.
b) The terrr�s of the board members shall be two-year terms. A board rraember
may serve no more than three consecutive terms. At the first meeting of the
Board of Directors, the board tnennbers will draw lots to establish the
staggering of terms with 5 of the board members serving an initial tern of one
year, The City Council shall designate a member of the board to serve as
chairman oi the board of directors, and the board shall elect from its members
a vice chairnaan and other officers as it sees fit.
c) The board of directors s1xa11 rnalce recommendations to the City Council
concerning the administration of the Zone. It shall prepare and adopt a project
plan and Tax Increment Reinvestment Zone Iinancing plan for the Zone a�id
rnust submit such plans to the City Council for its approval, The board of
directors shall possess all powers necessary to prepare, implement and
monitor such project plan and financing plan for the Tax Increment
Reinvestment Zone as the City Council considers advisable, including the
submission of an annual report on the status of the Zone. Any powers not
herein delegated to the board of directors are specifically reserved to the City
Council.
SECTTON_5. The Zone sha11 take effect immediately upon passage of this ordinance, and
the termination of the Zone shall occur on December 31, 2036, or at an earlier time designated
by subsequent ordinance of the City Council in the event the City determines t}�at the Zone
should be terminated due to i�lsufficient private i'nvestment, accelerated private investment or
other good cause, or at such time as all project costs and tax inerement bonds, if any, and the
interest thereon, have been paid in full. The base value within the Zone is established as of
January 2012,
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EXHIBIT 2
SECTION 6, The Tax Increment Base for the Zone, whieh is the total appraised value of
all taxable real property located in the Zone, is to be determined as of December 31, 2012, the
year in which the Zone was designated a Tax Increment Reinvestment Zone.
SECTION 7, Pursuant to Section 311,013(1) of the Tax Code, the City herby determines
that the following portions of the tax increment produced by the City of Denton shall be paid into
the tax increment fund for the reinvestment zone:
Jurisdiction
City of Denton
Denton County
Years
1-10
11-25
1-10
11-25
2012 Tax Rate
$/$100 Value
0.6897500
0.7197500
0.2828670
0.3128670
% of Tax Rate
40
40
40
40
SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone
which may be divided into such subaccounts as may be authorized by subsequent resolution or
ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the
Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any
subaccounts are to be maintained in an account at the City Treasurer's affiliated depository bank
of the City and shall be secured in the manner prescribed by law for funds of Texas cities. In
addition, all revenues frorr� the sale oi any tax increment bonds and notes hereafter issued by the
City, revenues from the sale of any property acquired as part of the tax increment financing plan
and other revenues to be dedicated to and used in the Zone slaall be deposited into such fund or
subaccou.nt from which money will be disbursed to pay project costs for the Zone or to satisfy
the claims of holders of tax increm.ent bonds or notes issued for the Zone.
S.F,CTION 9, If any section, paragraph, clause or provision of this Ordinan.ce shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not a£fect any of the remaining provisions of this
Ordinance.
SECTION 10, This Ordinance shall become effective immediately upon its passage and
approval,
PASSED AND APPROVED this 18t�' day of December 2012.
AT`T�ST:
.1ENNIFER WALTERS, CITY SECRETARY
BY: '
��
MARK A, -���_W.�� C�t�" ":�IS, MAYOR
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EXHIBIT 2
APPROVED AS TO LEG�1.L FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ��_ �.�_
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EXHIBIT 2
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TRACT No.l
BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right-of-
way line of Airport Road, the PO1NT OF BEGINNING;
THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest
corner and the southwest boundary of the 41.629 acre 1'. Toby, Tract 3(Denton Municipal
Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sab�•e Road;
TIIENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of
the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66,946 acre T. Toby, Tract
2 to the northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundary of the 66,946 acre T, Toby, Tract 2 to the southwest
corner of lhe 148.5803 acre J, Scott, Tract 1;
TIIENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest
corner and the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast
corner and the west right-of-way of Western Blvd.;
THENCE, due east across Westei�n Blvd. to its east right-of-way and the northwest corner of the
20,7207 acre J. Bacon, Tract 1;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the
20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Parlc Addition, Phase 2, Block A, Lot
2a to the southwest corner of the 24,9953 acre B,b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b,b,, Tract 15-17, the 39.999
acre B,b.b,, Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre
B.b.b, Tract 21a;
THENCE, east and south along the north and east boundary oI'the 10 acre B,b.b, Tract 21a to its
southeast corner and the noi�th boundary of the 39,999 acre B.b.b, Tract 18;
THENCE, east alon� the north boundary of the 39.999 acre B,b.b., Tract 18 to its northeast
corner and the west boundary of tlle 43,3069 acre I3.b,b, Tract 12-14;
EXHIBIT 2
THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12-14 and the
19.5738 acre B,b.b, Tract 11 to the northwest corner of the 19,5738 acre B.b,b, Ti°act 11 and the
south right-of-way of US Highway 380;
TH�NCE, east along the north boundary of the 19.5738 acre II.b.b,, Tract 11 and the south right-
of-way of US Highway 380 to the northeast corner of the 19,5738 acre B.b.b, Tract 11;
THENC�, southeasterly along the east boundaries of the 19.5738 acre B,b.b, Tract 11 and the
43.3069 acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 43.3069
acre B.b.b, Tract 12-14 to its southwest corner and the southeast corner of the 39.999 acre B,b.b,
Tract 18;
THENCE; r�vest along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast
corner of the 24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of ihe 24.9953 acre B.b.b., Tract 15-17 to its southeast
corner and the north right-of-way of Jiin Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the nortl�west corner of
the 16,3051 acre J. Perry, Tract la;
THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre
J, Perry, Tract 1 a to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J, Perry, Tract la to the northwest
corner of the 18,3427 acre E. Puchalshi, Tract 295;
THENCE, east along the noirth boundary of the 18.3427 acre E. Puchalslci, Tract 295 to its
northeast corner;
THENCE, southeasterly along the east boundaries of the 18,3427 acre E. Puchalski, Tract 295
and the 10,347 acre E, Puchalski, Tract 295a to its southeast corner and the northeast corner of
the 31.0 acre E. Puchalslci, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31,0 acre E. Puclialski,
Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E.
Puchalski, Tracts 527, 528, and 529;
TH�NCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts
527, 528, and 529 to its northeast corner;
1 hence, southwesterly along the east boundary and west along the south boundary of the north
part of the 31.305 acre E, Puchalslci, Tracts 527, 528, and 529 to the east right-of way of
Precision Road;
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EXHIBIT 2
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_ _ _ ;� TIRZ �caur�d�ry
This rn�p is � graphic repr�ventation pr�par�d by the City of �,
C��nton and i� intended f�r us� r�nly as a refererrc� D�ia �r�p�rty ��cripti�r� �
d�pict�c� is not gu�rant��d fc�r ��curacy ar�d m�� be subject '
t� revi�ior� �t any time without ncrtificatit�n �, R�gi�tered i__ '���rnment
Surv�y�r for the State caf Te,x�� vdas not can�ulted Far
Survey lev�l �ccur�cy, �up�rviuion an� c�rtifcatic�n of th� R�af Rcre�ge Rang�land
praduc�d data t�y a Re�ister�d Prc�fessian�l Land �urveyor
fc,r th� S`��t� of Tex�� �rtlould rr�ed te� �e p�rForm�d � Comm�rc�al V�cant Lat ,��� �
"% a�S""a i ?�4zx�ti4�F�}�v.
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s;\legal\our documentslordinances\l4\tirz ord.doc
ORDINANCE NO, 2��.4-039
EXHIBIT 3
AN ORDINANCE AMENDING ORDINANCE N0. 2012-366 BY ESTABLISHING TERM
LIMITS FOR THE BOARD OF DIRECTORS FOR TAX INCREMENT REINVESTMENT
ZONE NUMBER TWO CONCURRENT WITH THE TERMS OF THE ECONOMIC
DEVELOPMENT PARTNERSHIP BOARD; REPEALLING ALL CONFLICTING
ORDINANCES AND PORTIONS THEREOF; AND PROVIDING AN EFFECTIVE DATE,
WHEREAS, on December 18, 2012, the City Council of the City of Denton, Texas, (the
"City"), adopted Ordinance No. 2012-366, which designated and described the boundaries of a
TIRZ Number Two; established the duration of the Zone; established a Tax Increment Fund and
established a Board of Directors for the Tax Increment Reinvestment Zone; and
WHEREAS, it is deemed proper to establish term limits concurrent with the Economic
Development Partnership Board; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. Subsection a. and b. of Section 4 0£ Ordinance No. 2012-366 is amended as
, _ _ -----
follows:
a) The Board of Directors shall consist of eleven (11) members, nine (9) of
whom shall be appointed by the City Council of the City. All members
appointed to the board shall meet the eligibility requirements set forth in
the Act. Board membership shall consist of the following:
1. The nine members of the Economic Development Partnership
Board ("EDP"); and
2, One member shall be appointed by the governing body of Denton
County; and
3, One member shall be appointed by the "Developer," Rayzor
Investments, LLP.
b) The terms of the board members shall be two-year terms; the nine (9)
members appointed by City �Council will serve terms concurrent with their
EDP terms. A board member may serve no more than three consecutive
terms.
SE_CTION 2. All of the other provisions of Ordinance No. 2012-366 remain in full force
and effect.
SECTION 3. If any section, paragraph, clause or provision of this Ordinance shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not aifect any of the remaining provisions of this
Ordinance.
EXHIBIT 3
s;\legellour doouments\ordinences\14\tirz ord,doc
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the �� day of � , 2014.
r� �� �� ,� �
�. �..t �� �
h���41 � ..F3�.�,�C�i�(�t°I '� MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: � _ mw�_�.�
A����� �1� a��: l� LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY� .,� . _
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Page 2
Ordinance Designating T1RZ
� of Denton. Texes
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A
REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF DENTON, THE BOARD OF
DIIZECTORS OF THE TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY
OF DENTON, TEXAS, AND WESTRAY GROUP, LP.; AND PROVIDING AN EFFECTIVE
DATE.
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The City Manager, or his designee, is hereby authorized to execute a
Reimbursement Agreement, in substantially the form of the Reimbursement Agreement, which is
attached hereto and made a part of this ordinance for all purposes.
SECTION 2. The City Manager, or his designee, is authorized to exercise the City of
Denton's rights and duties as set forth in the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2014.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
:•
Reimbursement Agreement
THIS Reimbursement Agreement (this "A�reement") is entered into by the City of
Denton, Texas, a home-rule Texas municipal corporation (the "Citv"), the Board of Directors of
Reinvestment Zone Number Two, City of Denton, Texas (the `Board"), and Westray Group, LP,
a Texas limited partnership ("Westrav"), to be effective as of May _, 2014 (the "Effective
Date").
ARTICLE L RECITALS
1.L WHEREAS, The City, the Board, and Westray are individually referred to as a
"Partv" and collectively as the "Parties";
1.2. WHEREAS, pursuant to the Tax Increment Financing Act, Chapter 311, Texas
Tax Code, as amended (the "Act"), on December 18, 2012, the City Council of the City (the
"Citv Council") approved and adopted Ordinance No. 2012-366, a copy of which is attached as
Exhibit A(the "Zone Ordinance"), which, among other things, (1) created, established and
designated Reinvestment Zone Number Two, City of Denton, Texas (the "Zone"), (2)
established the Board, (3) established a tax increment fund (herein, the "Tax Increment Fund";
also called the "TIF" in the below defined County Participation Agreement) into which the City,
for itself and for County, pursuant to the Act, will deposit the City's and County's respective Tax
Increments produced from the real property within the Zone, such Tax Increment deposits to be
collected and disbursed for the sole and exclusive purpose of reimbursing Westray and the City
for costs authorized by the Act, including interest accruing thereto, and (4) defined the Tax
Increment deposit obligations for the City and the County;
1.3. WHEREAS, Westray's affiliates Rayzor Investments, Ltd. and Westpark Group,
LP (collectively the "Ravzor Owners") own certain real property in Denton County, Texas (the
"Countv") within the Zone consisting of approximately 738.26 acres of land, as more particularly
described on Exhibit B(the "Ravzor Pro�ertX");
1.4. WHEREAS, the Rayzor Property lies within the City's corporate limits and the
boundaries of the Zone;
1.5. WHEREAS, the City Council finds that the contemplated development and use of
certain Public Improvements in accordance with this Agreement will significantly enhance the
value of all taxable real property in the Zone and will result in benefits to the City, its residents,
and property owners, in general and to the Rayzor Property, residents and other property owners
within the Zone;
1.6. WHEREAS, although neither Westray nor the Rayzor Owners are in the
development business and will not themselves be expected to develop any parcels, the Rayzor
Owners desire to sell tracts with the Zone so that purchasers can proceed with the development
of commercial and industrial projects on land within the Zone and, to facilitate the same,
Page 1
REIMBURSEMENT AGREEMENT
Westray and the Rayzor Owners desire that the Public Improvements be constructed as soon as
possible, even prior to the time that City can issue bonds or incur other obligations to pay the
costs of such Public Improvements;
1.7. WHEREAS, pursuant to the Act, the City and the County entered into that certain
Ta� Participation Agreement, a copy of which is attached as Exhibit C(the "Countv
Participation Agreement"), which, among other things, obligates the County to pay to the City,
for each calendar year, the County's Tax Increment due for such year, and obligates the City to
deposit such County Tax Increment deposits into the Tax Increment Fund;
1.8. WHEREAS, pursuant to the Act, on , the Board recommended to the
City Council approval of Reinvestment Zone Number Two, City of Denton, Texas, Final Project
Plan and Final Financing Plan for the Zone, a copy of which is attached as Exhibit D(the
"Final Plan");
1.9. WHEREAS, pursuant to the Act, on , the City Council approved and
adopted Ordinance No. which, among other things, approved the Final Plan and approved
and directed the execution of this Agreement;
1.10. WHEREAS, the Parties intend for the rights, duties, and obligations of the Parties
under the Zone Ordinance, County Participation Agreement, and Final Plan to be incorporated as
part of this Agreement;
1.l L WHEREAS, Terms used in this Agreement that have their initial letters
capitalized shall have the meanings given to them in the applicable Sections of this Agreement or
the Final Plan, as applicable; and
1.12. WHEREAS, the RECITALS contained in this Agreement: (1) are true and correct
as of the Effective Date; (2) form the basis upon which the Parties negotiated and entered into
this Agreement; and (3) reflect the final intent of the Parties with regard to the subject matter of
this Agreement. 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.
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
OBLIGATIONS OF THE PARTIES SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE AS FOLLOWS:
ARTICLE IL OBLIGATIONS
2.1 Incor�oration bv Reference. The rights, duties, and obligations of the Parties
under the Zone Ordinance, County Participation Agreement, and Final Plan are incorporated as
rights, duties, and obligations of the Parties under this Agreement as if fully set forth in this
Agreement.
Page 2
REIMBURSEMENT AGREEMENT
2.2 Administrative and Pre-Develo�ment Costs The parties acknowledge that City
and Westray have incurred costs for work predating the Effective Date hereof in contemplation
of and contribution to the Zone, such costs to be addressed as follows:
22.1 Pre-TIRZ Administrative Costs. The City has paid or incurred Pre-TIRZ
Administrative Costs as described on Exhibit E attached hereto. The City shall submit to
the Board (with a copy to Westray) evidence (in reasonable detail) of such Pre-TIRZ
Administrative Costs paid or incurred by the City. If the Board verifies that the City paid
or incurred the Pre-TIRZ Administrative Costs, then the City shall be reimbursed for such
verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No
interest shall accrue on Pre-TIRZ Administrative Costs.
22.2 Administrative Costs. The City will pay or incur on an annual basis
Administrative Costs for the administration of the Zone (including costs related to the
Board). The City shall submit to the Board (with a copy to Westray) evidence (in
reasonable detail) of the actual Administrative Costs paid or incurred by the City. If the
Board verifies that the City paid or incurred the Administrative Costs, then the City shall
be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in
Section 2.7.4. No interest shall accrue on such Administrative Cost.
22.3 Pre-Development Costs. Westray has paid or incurred Pre-Development
Costs as described on Exhibit F attached hereta Westray shall submit to the Board (with
a copy to the City) evidence (in reasonable detail) of such Pre-Development Costs paid or
incurred by Westray. If the Board verifies that Westray paid or incurred the Pre-
Development Costs, then Westray shall be reimbursed for such verified, actual costs from
the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre-
Development Costs.
2.3 The Public Im�rovements.
2.3.1 A�reed Sco�e of Public Im�rovements. The Public Improvements
hereunder shall be divided into three separate phases ("Phase P', "Phase IP' and "Phase
III", respectively, and collectively or generically, the "Phase s"). The Final Plan
contains descriptions of the Public Improvements for each such Phase which have been
agreed upon by the Parties. The descriptions of the Phase I Public Improvements are
contained in Exhibit G-1 attached hereto. The descriptions of the Phase II Public
Improvements are contained in Exhibit G-2 attached hereto. The descriptions of the
Phase III Public Improvements are contained in Exhibit G-3 attached hereto. Such
descriptions of the Phases are intended to be sufficient to show and identify the overall
basic configuration, layout, nature, extent, capacity, complexity, connectivity,
functionality and all other critical design and fundamental aspects of the Public
Improvements and the various components thereof for each Phase (the "A�reed
Preliminary Descri�tions").
2.32 Project Costs for Public Im�rovements. "Project Costs" as used herein
shall mean, with respect to each Phase, all costs arising in connection with the design,
Page 3
REIMBURSEMENT AGREEMENT
development and construction of such Public Improvements and shall include, without
limitation, all costs of design, engineering, materials, labor, construction, inspection and
testing, legal and other consulting fees, all payments arising under any contracts entered
into by Westray pursuant to this Agreement, all costs incurred in connection with
obtaining governmental approvals, certificates or permits (including any building permit
fees) required as a part of any contracts entered into in accordance with this Agreement
and all related legal fees incurred in connection therewith. Project Costs shall not
include, however, the cost of any land pertaining to the Public Improvements. Based on
the Agreed Preliminary Descriptions, the Parties have agreed that the maximum
anticipated Project Costs for each Phase of the Public Improvements are as set forth in
the schedule of costs and expenses attached hereto as Exhibit H-1 (for Phase I), Exhibit
H-2 (for Phase II) and Exhibit H-3 (for Phase III) (which cost schedules are also
included in the Final Plan) (collectively, the "the Cost Schedule"). The Project Costs
shown in the Cost Schedule are preliminary estimates only and Westray is not obligated
to incur or spend such amounts.
2.33 Obli�ation to Construct Public Im�rovements. Westray agrees to
construct the Public Improvements for Phase I(and such subsequent Phases of the Public
Improvements as Westray may elect as discussed below), pursuant to the final approved
Construction Plans and Specifications for such Phases, and to provide and furnish, or
cause to be provided and furnished, all materials and services as and when required in
connection with the construction of the applicable Public Improvements. Westray will
obtain all necessary permits and approvals from the City and all other governmental
officials and agencies having jurisdiction (including the approvals required under this
Agreement), provide supervision of all Phases of construction of the Public
Improvements, provide periodic reports as may be reasonably requested and required by
Board with copies to the City. Westray's obligation to proceed with the construction of
the Phase I Public Improvements is conditioned on the Parties' mutual approval of the
Construction Plans and Specifications for the Phase I Public Improvements, and all other
terms and conditions contained in this Agreement. Subject to satisfying all conditions
herein with respect to proceeding with the Public Improvements for Phase I, the Public
Improvements for Phase I may be referred to as the "Minimum Improvements".
2.3.4 Option to Construct Additional Phases. Westray may, but is not obligated
under this Agreement to, construct additional Public Improvements under Phase II and
Phase III, subject to the Parties' mutual approval of Construction Plans and Specifications
for such Public Improvements. If Westray desires to proceed with such Public
Improvements, Westray shall give written notice thereof ("Proceed Notice") to the Board
and the City of its election to proceed with the applicable Phase, in which case the Parties
shall proceed with developing Construction Plans and Specifications for the applicable
Public Improvements as provided below. The Proceed Notice for Phase II and/or Phase
III may be sent at any time during the term of this Agreement; provided, however, at any
time prior to Westray's delivery of the Proceed Notice for either such Phase, City may,
but shall have no obligation to, deliver notice (the "Alternative Builder Notice") to
Westray that City desires to proceed with the Public Improvements for such Phase
through a reimbursement agreement similar to this Agreement with another party or
Page 4
REIMBURSEMENT AGREEMENT
otherwise cause such Public Improvements to be completed through other means (the
"Alternative Build-Out"), and unless Westray delivers a Proceed Notice to the City
whereby Westray elects to build such Public Improvements itself pursuant to the
provisions of this Agreement within thirty (30) days after the Alternative Builder Notice
is sent, then the City may proceed with the Alternative Build-Out and Westray will have
no further right to send a Proceed Notice for such Public Improvements so long as the
City actually proceeds and diligently pursues completion of such Public Improvements
pursuant to such Alternative Build-Out. Subject to the express terms hereof for
reimbursement of Project Costs to Westray for Phase II and Phase III Public
Improvements if Westray sends Proceed Notices with respect thereto, City has no
obligation to construct the Public Improvements for Phase II or Phase III or to provide for
any Alternative Build-Out or to reimburse any other party for costs relating thereto (other
with respect to rights assigned to a permitted assignee of Westray as permitted under
Section 2.11 below).
2.3.5 Construction Plans and Specifications. The Agreed Preliminary
Descriptions will be utilized as the basis upon which detailed construction plans and
specifications (suitable for purposes of obtaining applicable permits and bidding out
specific work) for the Public Improvements for each applicable Phase will be developed
(the "Construction Plans and Specifications"). The Parties agree to act reasonably and in
good faith in developing and approving the Construction Plans and Specifications for
each applicable Phase. Westray shall prepare or cause to be prepared proposed
Construction Plans and Specifications for the applicable Public Improvements for
presentation to the Board and City prior to the commencement of construction or
implementation of the Public Improvements for any Phase, which proposed Construction
Plans and Specifications must be submitted to and approved by the City and all other
regulatory authorities having jurisdiction, and shall be in accordance with the City's
development regulations, as set forth in the Denton Development Code, as amended, and
all other applicable ordinances, regulations, and procedures of the City, as amended.
Once the City and Board have approved Construction Plans and Specifications for any
Phase of the Public Improvements, no changes thereto can be made without the express
written approval of the City, the Board and Westray. Westray will proceed in developing
Construction Plans and Specifications for the Phase I Public Improvements promptly
after the full execution of this Agreement. Westray need not proceed in developing
Construction Plans and Specifications for the Phase II and/or Phase III Public
Improvements unless and until the Proceed Notice for such applicable Phase is given.
2.4 Convevance of Easements. Except as provided immediately below, the parties
acknowledge that all Public Improvements will be located within existing City right-of-way or
other property owned by the City, and accordingly, it is expected that only limited easement
and/or land dedication rights will be necessary with respect to the Public Improvements. The
only areas in which Public Improvements will actually be located on Rayzor Property and not
within existing City right-of-way or other property owned by the City, and accordingly in which
the City will need perpetual easement or land dedication rights to own and maintain the Public
Improvements, are those areas specifically identified in Exhibit I(the "Easement Areas"). Upon
completion of the Public Improvements for any Phase and in connection with the dedication
Page 5
REIMBURSEMENT AGREEMENT
thereof to the City as discussed below, Westray shall cause the Rayzor Owners (as applicable) to
grant permanent easement rights and /or dedicate land within any Easement Areas that are
applicable to the Public Improvements so completed and located on Rayzor Property (if
easement or dedication rights have not already been granted to the City in such areas). The
Parties agree to diligently negotiate and pursue applicable agreements for easements, dedications
and/or rights-of-way which are necessary within the Easement Areas pursuant to applicable
instruments in form and substance reasonably satisfactory to the Rayzor Owners and the City,
and consistent with easement or other applicable instruments historically completed between the
Rayzor Owners and the City ("Im�rovement Easement(s)"); provided, however, that any
agreement between City and Westray concerning such easements, rights-of-way or similar
property interests shall be effective only by the delivery of executed instrument to be made of
record; and provided, further, that no Improvement Easements (and no obligation to convey the
same) are agreed to or given except as expressly provided above. Without limitation, neither
Westray nor the Rayzor Owners shall have any obligation to grant any easement rights in any
areas outside of the Easement Areas. With respect to any Public Improvements located on or
adjacent to property owned by the City, the City shall grant Westray, at no cost, all required
temporary construction and access easements reasonably necessary to install the Public
Improvements. Further, with respect to Public Improvements to be located on lands other than
the Rayzor Property and City right-of-way or other lands owned by the City, it shall be the City's
responsibility to obtain necessary easement rights in such areas for the location of the Public
Improvements.
2.5 Construction and Com�letion. Westray is authorized to proceed with the
construction of the Public Improvements for any Phase upon the approval of Construction Plans
and Specifications therefor by the Board and the City, and Westray's obtaining all applicable
construction and related or similar permits, as applicable (the "Applicable Permits"), from all
applicable governmental authorities. Notwithstanding anything herein to the contrary, Westray
may elect to terminate this Agreement at any time prior to the issuance of a building permit for
the Phase I Public Improvements and commencement of construction thereunder, by giving City
written notice of termination. In such case this Agreement will be null and void and of no
further force and effect.
2.5.1 Advancement of Costs. Westray will advance sufficient funds to pay all
Project Costs incurred for each applicable Phase of the Public Improvements as such
costs become due and payable.
2.52 Completion. Following the completion of each Phase of the Public
Improvements and the acceptance thereof by the City (as evidenced by a"Certificate of
Completion" to be issued by the City acknowledging that the Public Improvements have
been completed in accordance with the terms of this Agreement), Westray shall convey
the Public Improvements to the City and grant applicable easement rights in the
applicable Easement Areas by an Improvements Easement reasonably acceptable to both
parties and consistent with the provisions of Section 2.4 above. Conveyance of
applicable Public Improvements to the City shall include an assignment of all
contractors' warranties, if any, and shall be without recourse to Westray. Prior to the
acceptance of such conveyances by the City, Westray shall provide the City with releases
Page 6
REIMBURSEMENT AGREEMENT
from all prime contractors, major subcontractors, and major suppliers who have provided
labor and materials for the Public Improvements showing that they have been paid in full
for such labor and materials. City shall issue the Certificate of Completion so long as
Westray complies with the provisions contained above.
2.53 Verification of Project Costs. Upon receipt of a Certificate of Completion
for Public Improvements, Westray shall submit to the Board (with a copy to the City)
evidence (in reasonable detail) of the actual Project Costs of such Public Improvements
paid or incurred by Westray ("Project Costs Submittal"). If the Board verifies that
Westray paid or incurred the Project Costs, then Westray shall be reimbursed for such
actual Project Costs, plus Interest thereon (as provided below), from the Tax Increment
Fund as provided in Section 2.7.4. The Board shall at all times act reasonably and in
good faith in verifying Project Costs incurred or paid by Westray and shall, with in thirty
(30) days after the Project Costs Submittal, issue a written confirmation of its approval of
the Project Costs submitted for verification ("Confirmation of Verified Costs" and the
Project Costs so verified, the "Verified Project Costs") and/or deliver to Westray written
notice of its refusal to verify any such Project Costs so submitted specifying in reasonable
detail which Project Costs it is refusing to verify and the grounds for such refusal
("Verification Denial" and the Project Costs so denied, the "Denied Project Costs"). The
Board agrees to act reasonable and in good faith with Westray in order that Westray can
address the issues that have resulting in a Verification Denial so as to be able to resubmit
such Denied Project Costs for re-evaluation by the Board.
2.5.4 Reliance; Indemnification. The Board and the City shall be entitled to rely
on the information provided by Westray and Westray's assignees in verifying costs and
seeking reimbursement for such costs from the Tax Increment Fund and are under no
duty or obligation to independently verify the truth, accuracy, or completeness of such
information. Westray and its assignees release, hold harmless, and indemnify the Board
and the City (and their respective elected and appointed members, officers, and
employees) from any claims by third parties to the costs for which Westray or its
assignees seeks reimbursement pursuant to this Agreement.
2.5.5 Interest on Project Costs. All Verified Project Costs for which a
Confirmation of Verified Costs has been issued shall bear interest, from and after the date
the Confirmation of Verified Costs was issued until repayment of such Project Costs, at
the rate of five percent (5%) per annum ("Interest"). Interest shall be calculated on the
basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including
the first day but excluding the last day). The anticipated Interest to be paid on the Project
Costs is shown in the Cost Schedule.
2.6 Reimbursement of Verified Project Costs. Upon issuance of a Confirmation of
Verified Costs, and subject to the priority of payments as set forth in Section 2.7.4 below, City
shall begin repaying Verified Project Costs, plus Interest thereon, to Westray to the full extent of
available funds in the Tax Increment Fund, and shall continue such repayment until all such
amounts are repaid in full.
Page 7
REIMBURSEMENT AGREEMENT
2.7 Tax Increment Fund. The City shall create and fund the Tax Increment Fund in
accordance with the Zone Ordinance and the Participation Agreement.
2.7.1 Tax Increment. Pursuant to the Zone Ordinance and the Participation
Agreement, and in accordance with Section 311.012 of the Texas Tax Code, Ch. 311,
Tax Increment Financing Act: (i) the "Tax Increment Base" for the Zone shall be the
appraised value of all real property located within the Zone for calendar year 2012, (ii)
the "Ca�tured A�raised Value" shall be the total appraised value of all real property
located within the Zone for any calendar year after 2012, less the Tax Increment Base,
(iii) the City has agreed to pay into the Tax Increment Fund, for each calendar year after
2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in
the Zone for such year that equals 40% of the City's tax rate for such year and (iv) the
County has agreed to pay into the Tax Increment Fund, for each year after 2012, an
amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone
for such year that equals 40% of the County's tax rate. The amounts to be paid into the
Tax Increment Fund by the City and County, respectively, under items (iii) and (iv)
above for any year, are referred to herein as the "Tax Increment" for such year.
2.72 De�osit of Tax Increment. For each year beginning with the 2013
calendar year and each calendar year thereafter, the City shall deposit its Tax Increment
for such calendar year into the Tax Increment Fund, which payment shall be made not
later than ninety (90) days after the delinquency date for property taxes assessed and due
for such year. The City shall invoice the County for the County's Tax Increment owed
for each such year no later than 30 days after the delinquency date for property taxes
assessed and due for such year, and cause the County to pay such Tax Increment to the
City not later than ninety (90) days after the delinquency date for property taxes assessed
and due for such year, and City shall promptly upon receipt thereof deposit such amounts
into the Tax Increment Fund.
2.7.3 Se�arate Account. The City shall maintain the Tax Increment Fund as a
segregated account which shall not be commingled with any other funds of the City. The
Tax Increment Fund shall be invested in the same manner as other municipal funds, and
all interest earned shall be part of the Tax Increment Fund.
2.7.4 Disbursements. The City shall only make disbursements from the Tax
Increment Fund for the purposes and in the priority set forth below. Disbursements shall
be made from the Tax Increment Fund no less frequently than biannually each May 15tn
and November 15th beginning in calendar 2014, but not prior to the Effective Date hereof,
and subject to the terms and conditions of this Agreement. Disbursements from the Tax
Increment Fund shall be made only for the following purposes and only in the following
order of priority unless otherwise approved by the City and Westray:
2.7.4.1 FIIZST, to pay all current debt service due under any outstanding
TIRZ Bonds;
2.7.4.2 SECOND to reimburse the City for Pre-TIRZ Administrative
Costs;
Page 8
REIMBURSEMENT AGREEMENT
2.7.4.3 THIRD, to reimburse the City for Administrative Costs;
2.7.4.4 FOURTH, to reimburse Westray for Pre-Development Costs;
2.7.4.5 FIFTH, to reimburse Westray for Verified Project Costs as
provided for herein;
2.7.4.6 SIXTH, to reimburse Westray for Interest on Verified Project
Costs, as provided for herein; and
2.7.4.7 SEVENTH, to reimburse Westray for the costs of additional public
improvements (beyond Phases 1- 3), if any, approved by amendments to the
Final Plan.
2.7.5 The City shall maintain complete books and records showing all deposits
to and disbursements from the Tax Increment Fund, which books and records shall be
kept in accordance with generally accepted accounting principles as applied to Texas
municipalities. Such books and records shall be available for examination and copying by
Westray during normal business hours. The City shall maintain such books and records
throughout the term of this Agreement and for two years thereafter, or such longer period
as may be required by law.
2.8 Conditions of Reimbursement. The City shall not make disbursements from the
Tax Increment Fund to reimburse Westray for any Project Cost or pay interest on any Project
Costs for Public Improvements constructed by Westray unless and until Westray has completed
all of the Phase I Public Improvements by not later than twenty-four (24) months from the date
final Construction Plans and Specifications have been approved hereunder and Applicable
Permits issued for the Phase I Public Improvements, subject to reasonable extensions for Force
Majeure Events (as hereinafter defined). Westray will not be liable or in breach of or default
under this Agreement for any delay or failure of performance resulting from anything beyond the
reasonable control of Westray (a "Force Majeure Event"), including, but not limited to, acts of
God; acts of civil or military authority; acts of a public enemy; war; terrorism; severe weather,
earthquakes, or floods; fires or explosions; governmental action or regulation; strikes, lockouts,
or other work interruptions or labor shortages; supplier shortages; transportation and delivery
delays; or blocked access rights (but in all cases excluding causes which can be controlled by the
expenditure of money in accordance with good business practices). So long as Westray
diligently and continuously attempts to cure the non-performance caused by the Force Majeure
Event, the time for performance shall be extended commensurate with the duration of the Force
Majeure Event.
2.9 Westray understands and agrees that all payments of Project Costs, plus Interest
where applicable, shall be made solely from the Tax Increment Fund and from no other funds of
the City or the County unless otherwise approved by their respective governing bodies, and the
Tax Increment Fund shall only be used to pay Project Costs, plus Interest, where applicable. The
City shall only pay for actual costs incurred by Westray for Project Costs, and Interest thereon,
up to the maximum Project Costs and Interest identified in Cost Schedule.
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REIMBURSEMENT AGREEMENT
2.10 Sale of Bonds. Subject to the satisfaction of conditions set forth in this Section,
the City may — but is not required to - issue tax increment bonds or other obligations ("TIRZ
Bonds"), in its sole discretion, which are secured by and payable from the Tax Increment Fund,
for the purposes of acquiring or constructing Public Improvements and/or the reimbursing
Westray for Project Costs, and to pay costs related to the issuance, sale and delivery of such
TIRZ Bonds (including, but not limited to, amounts necessary to fund a reserve fund for the
TIRZ Bonds and capitalized interest). Westray may request issuance of TIRZ Bonds by filing
with the City a list of the Public Improvements to be funded with the Bonds and the estimated
costs of such Public Improvements. The issuance of TIRZ Bonds is subject to the following
conditions:
2.10.1 The adoption of a Final Plan for the Zone by the City Council and the
Board that identifies the Public Improvements that are to be funded through TIRZ Bonds
proceeds, and the Project Costs of the Public Improvements to be so funded.
2.102 The aggregate principal amount of TIRZ Bonds issued and to be
issued shall not exceed amounts sufficient to fund the Public Improvements.
2.103 Each series of TIRZ Bonds shall be in an amount estimated to be
sufficient to fund the Public Improvements or portions thereof for which such Bonds are
being issued.
2.10.4 Approval by the Texas Attorney General of the TIRZ Bonds and
registration of the Bonds by the Comptroller of Public Accounts of the State of Texas.
2.10.5 The Rayzor Owners are current on all taxes, fees and obligations owed
by them to the City.
2. 0.6 Westray is not in default under this Agreement.
2.10.7 No outstanding TIRZ Bonds are in default and no reserve funds have
been drawn upon that have not been replenished.
2.10.8 Review and approval by the City of the plats and final Construction
Plans and Specifications for the Public Improvements.
2.10.9 The Board has certified that the costs of the Public Improvements to be
paid from the proceeds of the TIRZ Bonds are eligible to be paid with the proceeds of
such TIRZ Bonds.
2.10.10 The Public Improvements to be financed by the TIRZ Bonds have
been or will be constructed according to the approved Construction Plans and
Specifications.
2.10.11 The City's evaluation and determination that there will be no negative
impact on the City's creditworthiness, bond rating, access to or cost of capital, or
potential for liability.
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REIMBURSEMENT AGREEMENT
2.10.12 The City has determined that the amount of proposed TIRZ Bonds and
the structure, terms, conditions and timing of the issuance of the TIRZ Bonds are
reasonable for the Project Costs to be financed and the degree of development activity
within the TIRZ, and that there is sufficient security for the TIRZ Bonds to be
creditworthy.
2.10.13 The maximum maturity for TIRZ Bonds shall not exceed 30 years
from the date of delivery thereof.
2.10.14 The final maturity for any TIRZ Bonds shall be not later than 60 years
from the date of this Agreement.
2.10.15 Unless otherwise agreed to by the City, the TIRZ Bonds shall be sold
and may be transferred or assigned only in minimum denominations of $100,000 or
integral multiples of $1,000 in excess thereof; provided that the limitation on
transferability or assignment shall not apply (A) if the TIRZ Bonds are assigned a rating
of not less than rated "BBB" by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., "Baa" by Moody's Investors Service, Inc., "BBB" by
Fitch Ratings, or an equivalent rating by a nationally recognized municipal securities
rating service acceptable to the City, and (B) upon compliance with applicable securities
laws.
2.10.16 No information regarding the City, including without limitation
financial information, shall be included in any offering document relating to TIRZ Bonds
without the consent of the City.
2.10.17 City is satisfied that the Public Improvements for which such TIRZ
Bonds are issued either have been completed or will be completed by Westray with
Westray advancing all Project Costs in connection therewith.
2.10.18 Westray agrees to provide periodic information and notices of material
events regarding Westray and Westray's activities within the Zone in accordance with
Securities and Exchange Commission Rule 15cc2-12.
2.10.19 The TIIZZ Bonds meet all requirements of Texas Tax Code Section
311.015 as amended.
2.11 Successors and Assi�ns.
2.11.1 City and the Board acknowledge that the Rayzor Owners will be selling
and conveying lots and/or tracts within the Rayzor Property ("Sale Tracts") to third party
developers, users or other persons (any such grantee being referred to as a"Ravzor
Purchaser"). Rayzor Owners shall be free to sell Sale Tracts to Rayzor Purchasers
without the need of any consent of the City or the Denton Zone. Unless a Rayzor
Purchaser is expressly designated in a recorded instrument to be a Designated Successor
(as herein after defined), then: (i) in no event shall any such Rayzor Purchaser or the Sale
Tract acquired by it be subject to or encumbered by the obligations under this Agreement,
Page ll
REIMBURSEMENT AGREEMENT
it being agreed that all such obligations are personal and those of Westray only; provided,
only, however, if an Improvement Easement has actually been executed and recorded in
the Public Records which affects the Sale Tract so sold, such Sale Tract shall be subject
to the easement rights granted under such Improvements Easement and (ii) in no event
shall any Rayzor Purchaser inure to any right to receive reimbursement of Project Costs
or Interest or any other amounts payable to Westray under this Agreement.
2.11.2 Notwithstanding the above, Westray may at its option assign its rights and
obligations hereunder, from time to time and in whole or in part, to any person or entity
that acquires all or any portion of the Rayzor Property or that has a contract right to
acquire same, but only if Westray expressly designates such person or entity to succeed
to such rights and obligations (a "Desi�nated Successor") pursuant to a written instrument
executed by Westray and recorded of public record. The assignment must be in writing,
recorded in the public records must obligate the Designated Successor to be bound by this
Agreement. A copy of the assignment shall be given to the City within 30 days after its
effective date; however, City consent to the assignment is not required. Upon the
effective date of any such assignment and notice to the City, Westray shall be released
from performing the duties or obligations that are assigned and that arise after the
effective date or the date that the City receives notice of the assignment, whichever later
occurs; however, Westray is not released from any liabilities that arose prior to the
effective date or date of notice to the City, whichever later occurs, unless the City and the
Board agree. Such assignment may include the right to receive future reimbursements in
the same manner as Westray; provided, however, Westray may retain the right to be
reimbursed for actual costs of Project Costs which are then accrued and vested in the
Westray.
2.11.3 In addition to and separate from the right of Westray to assign its rights
and obligations under this Agreement as provided above, Westray's right to
reimbursement from the Tax Increment Fund pursuant to Section 2.7.2 may be assigned,
from time to time and in whole or in part, to any person or entity without the consent of
the City but with notice to the City, including a copy of the assignment. The assignment
shall include a representation and warranty by Westray that Westray has full power and
authority to execute the assignment and that the rights assigned are not subject of any
claims by third parties. The assignment shall also provide that Westray and its assignees
agree to release, hold harmless, and indemnify the City (and its elected officials, officers,
and employees) from any claims by third parties to the rights being assigned. The right
of any assignee under this section to reimbursement from the Tax Increment Fund is
conditioned on (i) receipt of notice of assignment by the City and (ii) inclusion of the
aforementioned hold harmless and indemnity provisions in the assignment document, a
copy of which shall be provided to the City.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES.
3.1 Westrav. Westray represents and warrants to the other Parties that (1) Westray is
an affiliate of the Rayzor Owners; (2) Westray has full lawful right, power and authority to
Page 12
REIMBURSEMENT AGREEMENT
execute and deliver and perform the terms and obligations of this Agreement; (3) the execution
and delivery of this Agreement has been duly authorized by all necessary actions by the Westray;
and (4) this Agreement constitutes the legal, valid and binding obligation of Westray, and is
enforceable in accordance with its terms and provisions; and (5) Westray has not assigned any
portion of its rights and obligations under this Agreement, to third parties prior to the Effective
Date hereof.
3.2 Citv. The City represents and warrants to the other Parties that (1) the City has
full constitutional and lawful right, power and authority, under currently applicable law, to
execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement
has been duly and validly authorized and approved by all necessary City proceedings, findings,
ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of City,
enforceable against City in accordance with its terms and provisions.
3.3 Board. The Board represents and warrants to the other Parties that (1) the Board
has full constitutional and lawful right, power and authority, under currently applicable law, to
execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement
has been duly and validly authorized and approved by all necessary Board proceedings, findings,
ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of the Board,
enforceable against the Board in accordance with its terms and provisions.
ARTICLE IV. DEFAULT AND REMEDIES
4.1 A non-performing Party shall be in "Default" under this Agreement if such Party
fails to perform any duty or obligation under this Agreement and such failure is not cured within
30 days after written notice from any other Party (or if the failure is not reasonably capable of
being cured within 30 days, the non-performing Party does not begin to cure within such 30-day
period and thereafter continuously and diligently complete a cure at the earliest possible time).
42 If a Party is in Default under this Agreement, the other Parties shall have available
all remedies at law or in equity (including, but not limited to, injunctive relief and specific
performance) except as follows: no Default sha1L (1) entitle any Party to terminate this
Agreement; (2) relieve the City from its obligation to process and issue Certificates of
Completion for Public Improvements and Additional Public Facilities that are completed in
accordance with this Agreement; (3) relieve the Board from its obligation to verify Project Costs
for completed Public Improvements that are to be reimbursed from the Tax Increment Fund; or
(4) relieve the City from its obligation to reimburse from the Tax Increment Fund all actual
Project Costs that are verified by the Board.
Page 13
REIMBURSEMENT AGREEMENT
ARTICLE V. ADDITIONAL PROVISIONS.
5.1 Term. The term of this Agreement shall commence on the Effective Date, and
continue until the earlier to occur of: (1) the date on which the City has fulfilled its
reimbursement obligations under Section 2.7.2; or (2) the earlier expiration or termination of the
Zone pursuant to the Zone Ordinance.
5.2 Notices. Any notice required or contemplated by this Agreement shall be in
writing and shall be deemed given and received: (1) when delivered (with evidence of delivery)
by a nationally recognized delivery service (e.g., FedEx or UPS) to the address shown below
whether or not signed for by the individual to whose attention the notice is addressed; or (2)
three business days after deposited with the US Postal Service, CERTIFIED MAIL, RETURN
RECEIl'T REQUESTED, for delivery to the address shown below whether or not signed for by
the individual to whose attention the notice is addressed.
To the Citv:
Attn: Director of Economic Development
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Phone: (940) 349-8333
Fax: (940) 382-7923
With a Co�v to:
Pamela England, Real Estate Specialist
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Phone: (940) 349-8928
Fax: (940) 349-8951
To the Board:
Board of Directors of Reinvestment Zone Number Two
c/o City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Phone: (940) 349-8333
Fax: (940) 382-7923
To Westrav
c/o The Rayzor Company
Page 14
REIMBURSEMENT AGREEMENT
Attn: Philip Baker
P.O. Box 336
Denton, Texas 76202
For deliveries to a physical address, use:
400 W. Oak, Suite 200
Denton, Texas 76201
Telecopy. (940) 566-1591
Telephone: (940) 387-8711
With a Co�v to:
David M. Mellina
Mellina & Larson, P.C.
1128 Fairmount Avenue
Fort Worth, Texas 76104
Telecopy. (817) 335-1221
Telephone: (817) 335-1200
53 Amendments.
5.3.1 This A�reement. This Agreement may only be amended in writing signed
by all the Parties.
5.32 Countv Partici�ation A�reement. The City shall give Westray at least 60
days' notice of any proposed amendment to the County Participation Agreement,
including the full text of the proposed amendment. If the proposed amendment adversely
impacts the obligation of the County to pay annually to the City the County Tax
Increment for deposit into the Tax Increment Fund for the term of the Zone or if the
proposed amendment reduces the amount of the County Tax Increment, the proposed
amendment shall require the approval of Westray.
5.33 Final Plan. The City shall give Westray at least 60 days' notice of any
proposed amendment to the Final Plan, including the full text of the proposed
amendment. The Board, the City, or Westray may, from time to time, request
amendments to the Final Plan, which may be approved only upon recommendation by the
Board and the mutual agreement of the City and Westray.
5.4 Economic Incentive A�reements. For and during the term of this Agreement the
City shall not, and shall not permit the County to, enter into any agreements that would in any
way reduce the City Tax Increment (including, but not limited to, tax abatement agreements and
Texas Local Government Code "380 Economic Development A�reements") or the County Tax
Increment without the consent of Westray and the Rayzor Owners.
Page 15
REIMBURSEMENT AGREEMENT
5.5 Vested Ri_�hts. Westray expressly understands and agrees that neither this
Agreement, the Final Plan, or any approvals required under this agreement, shall be considered a
"permit," as that term is defined in Tex. Loc. Gov't Code chapter 245, nor does the Final Plan
constitute a plan for development within the meaning of the statute. Westray, for itself, its
officers, agents, employees, successors and assigns, hereby releases and holds harmless the City,
its officers, agents, consultants and employees, from any claim or cause of action asserting that
this Agreement, the Final Plan, or any approvals required under this Agreement establish a
vested right against enforcement of subsequently enacted development regulations, whether such
cause arises under Tex. Loc. Gov't Code ch. 245, as amended, or other law of the State of Texas.
5.6 Venue. This Agreement is performable in Denton County, Texas, and venue of
any action arising out of this Agreement shall be exclusively in Denton County, Texas. This
Agreement shall be governed and construed in accordance with the laws of the State of Texas.
5.7 Unenforceable Provisions. If any provision of this Agreement is held to be
invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement, and this Agreement shall be considered as
if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.
5.8 Counter�arts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and constitute one and the same instrument.
5.9 Entire A�reement. This Agreement embodies the complete agreement of the
Parties, superseding all prior or contemporaneous oral or written agreements between the Parties
and relating to subject matter of this Agreement (other than the Zone Ordinance, the County
Participation Agreement, and the Final Plan).
5.10 Exhibits; Titles of Sections, Subsections. The following exhibits are incorporated
as part of this Agreement for all purposes:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G-1
Exhibit G-2
Exhibit G-3
Exhibit H-1
Exhibit H-2
Exhibit H-3
Exhibit I
Exhibit I-1
- Zone Ordinance
- Description of the Rayzor Property
- County Participation Agreement
- Final Plan
- Pre-TIRZ Administrative Costs
- Pre-Development Costs
- Description of Phase I Public Improvements
- Description of Phase II Public Improvements
- Description of Phase III Public Improvements
- Cost Schedule for Phase I
- Cost Schedule for Phase II
- Cost Schedule for Phase III
- Easement Areas
- Drainage Easement Area
Page 16
REIMBURSEMENT AGREEMENT
Exhibit I-2 - Dedication Land
In the event of any conflict between any of the provisions of such exhibits and the provisions of
this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for
the convenience of the parties and shall not be construed to have any effect or meaning as to the
agreement between the parties hereto. Any reference herein to a Section or Subsection shall be
considered a reference to such Section or Subsection of this Agreement unless otherwise stated.
Any reference herein to any exhibit shall be considered a reference to the applicable exhibit
attached hereto unless otherwise stated.
SIGNATURE PAGES TO FOLLOW
Page 17
REIMBURSEMENT AGREEMENT
ATTEST:
Name:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Name:
Counsel for the City
STATE OF TEXAS
COUNTY OF
CITY OF DENTON, TEXAS
By:
Name:
Title:
Date:
This instrument was acknowledged before me on the day of May, 2014 by
of the City of Denton, Texas, on behalf of said city.
Notary Public, State of Texas
Page 18
REIMBURSEMENT AGREEMENT
BOARD OF DIRECTORS
REINVESTMENT ZONE NUMBER TWO
CITY OF DENTON, TEXAS
By:
Name:
Title:
Date:
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of May, 2014 by
of the Board of Directors of Reinvestment Zone Number Two, City of
Denton, Texas, on behalf of said Board.
Notary Public, State of Texas
Page 19
REIMBURSEMENT AGREEMENT
WESTRAY GROUP, LP, a Texas
limited partnership
Rayzor Denton Management, LLC, a
Texas limited liability company
By: The Rayzor Conpany
By:
Name: Philip A, Baker
Its: Vice-President
Date:
STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on the day of May, 2014
by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, as the sole
member of Rayzor Denton Management, LLC, a Texas limited liability company, as the sole
general partner of Westray Group, LP, a Texas limited partnership, on behalf of said limited
partnership.
Notary Public, State of Texas
Page 20
REIMBURSEMENT AGREEMENT
1lcodad\departmentsUegallour documentslordinances1121ecodevo westpazk tirz.doc
Exhibit A - Zone Ordinance
ORDINANCE NO. 2012-366
AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX
INCREMENT REINVESTMENT ZONE TWO FOR AN INDUSTRIAL DISTRICT OF
DENTON, TEXAS; ESTABLISHING THE DURATION OF THE ZONE; ESTABLISHING A
TAX 1NCREMENT FUND; ESTABLISHING A BOARD OF DIRECTORS FOR THE TAX
INCREMENT RElNVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER
MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton, Texas, (the "City"), desires to
promote the development of an industrial area within the City of Denton by the creation of a Tax
Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act,
Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and
WHEREAS, the City has called a public hearing to hear the public comments on the
creation of the proposed Tax Increment Reinvestment Zone and its benefits to the City and the
property in the proposed Tax Increment Reinvestment Zone; and
WHEREAS, notice of such public hearing was published in the Denton Record-
Chronicle, a daily paper of general circulation in the City, such publication date being not later
than seven (7) days prior to the date of the public heaxing; and
WHEREAS, such hearing was convened at the time and place mentioned in the published
notice, on the 18h day of December 2012, at 6:30 p.m., in Council Chambers of the City of
Denton, Texas; and
WHEREAS, the City, at such hearing, invited any interested person, or his/her
representative, to appear and speak for or against the creation of the Tax Increment Reinvestment
Zone ,the duration of the Tax Increment Reinvestment Zone, the boundaries of the proposed Tax
Increment Reinvestment Zone, whether a11 or part of the territory which is described in Exhibit
"A" attached hereto and depicted on the map attached hereto as Exhibit "B" should be included
in such proposed Tax Increment Reinvestment Zone, the concept of tax increment financing and
the appointment of a board of directors of the proposed Tax Increment Reinvestment Zone; and
WHEREAS, all owners of property located within the proposed Tax Increment
Reinvestment Zone and all other t�ing units and other interested persons were given a
reasonable opportunity at such public hearing to protest the creation of the proposed Tax
Increment Reinvestment Zone andlor the inclusion of their property in such; Tax Increment
Reinvestment Zone; and
WHEREAS, the proponents of the Tax Increment Reinvestment Zone offered evidence,
in favor of all of the foregoing matters relating to the creation of the Tax Increment
Reinvestment Zone, and opponents of the Tax Increment Reinvestment Zone were given the
opportunity to appear to contest creation of the zone, after which the hearing was closed; NOW,
THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The facts and recitations contained in the preamble of this ordinance are
hereby found and declared to be true and correct.
Exhibit A - Zone Ordinance
SECTION 2. The City Council, after conducting such hearing and having heard such
evidence and testimony, has made the following findings and determinations based on the
evidence and testimony presented to it:
a) The public hearing on adoption of the Tax Increment Financing
Reinvestment Zone has been properly called, held and conducted and that
notice of such hearing has been published as required by law
b) Creation of the proposed Tax Increment Reinvestment Zone with
boundaries as described in Exhibits "A" and "B" will result in benefits to
the City, its residents, and property owners, in general, and to the property,
residents and property owners in the T� Increment Reinvestment Zone.
c) The Tax Increment Reinvestment Zone, as defined in Exhibits "A" and
"B", meets the criteria for the creation of a Ta�c Increment Financing
Reinvestment Zone set forth in the Act in that:
(i) It is a contiguous geographic area located wholly within the corporate
limits of the City.
(ii) It substantially impairs or arrests the sound growth of the
municipality creating the zone or constitutes an economic or social
liability in its present condition and use because of the presence of:
a. The area has a predominance of
sidewallcs or street layout; andlor
b. Predominately open or undeveloped
platting, deterioration of structures
other factors.
defective or inadequate
and, because of obsolete
or site improvements, or
(iii) The proposed project plan includes the use of land in the zone with
access to an industrial rail spur that serves the park.
a) That 30 percent or less of the property in the proposed T� Increment
Financing Reinvestment Zone, excluding property that is publicly owned,
is used for residential purposes, which is defined in the Act as any
property occupied by a house which has less than five living units.
b) The total appraised value of all taxable real property in the proposed T�
Increment Financing Reinvestment Zone according to the most recent
appraisal rolls of the City, together with the total appraised value of
taxable real property in all other existing Tax Increment Reinvestment
Zones within the City, according to the most recent appraisal rolls of the
City, does not exceed 25 percent of the current total appraised value of
taxable real property in the City and in the industrial districts created by
the City, if any.
c) The improvements in the T� Increment Reinvestment Zone will
significantly enhance the value of all t�able real property in the Tax
Increment Financing Reinvestment Zone.
Ordinance Desienatine TIRZ
Citv of Denton, Texas
Exhibit A - Zone Ordinance
d) The development or redevelopment of the property in the proposed Tax
Increment Financing Reinvestment Zone will not occur solely through
private investment in the reasonable foreseeable future.
SECTION 3. The City hereby creates a Tax Increment Reinvestment Zone over the area
described in Exhibit "A," attached hereto and depicted in the map attached hereto as Exhibit "B,"
and such Tax Increment Reinvestment Zone shall hereafter be identified as Tax Increment
Reinvestment Zone Number Two, City of Denton, Texas (the "Zone" or "Reinvestment Zone").
SECTION 4. There is hereby established a board of directors for the Zone that shall
consist of eleven members. The board of directors of Tax Increment Reinvestment Zone Number
Two shall be appointed as follows:
a) Nine of the eleven member board shall be appointed by the City Council
as provided here within sixty (60) days of the passage of this ordinance or
within a reasonable time thereafter. All members appointed to the board shall
meet the eligibility requirements set forth in the Act. The governing body of
Denton County, which levies taxes on real property in Tax Increment
Reinvestment Zone Number Two, has the right to appoint a single board
member. Rayzor Investments, LLP the "Developer" has the right to appoint a
single board member.
b) The terms of the board members shall be two-year terms. A board member
may serve no more than three consecutive terms. At the first meeting of the
Board of Directors, the board members will draw lots to establish the
staggering of terms with 5 of the board members serving an initial tern of one
year. The City Council shall designate a member of the board to serve as
chairman of the board of directors, and the board sha11 elect from its members
a vice chairman and other officers as it sees fit.
c) The boaxd of directors shall make recommendations to the City Council
concerning the administration of the Zone. It shall prepare and adopt a project
plan and Tax Increment Reinvestment Zone financing plan for the Zone and
must submit such plans to the City Council for its approval. The board of
directors shall possess all powers necessary to prepare, implement and
monitor such project plan and financing plan for the Tax Increment
Reinvestment Zone as the City Council considers advisable, including the
submission of an annual report on the status of the Zone. Any powers not
herein delegated to the board of directors are specifically reserved to the City
Council.
SECTION 5. The Zone shall take effect immediately upon passage of this ordinance, and
the termination of the Zone shall occur on December 31, 2036, or at an earlier time designated
by subsequent ordinance of the City Council in the event the City determines that the Zone
should be terminated due to insufficient private investment, accelerated private investment or
other good cause, or at such time as all project costs and tax increment bonds, if any, and the
interest thereon, have been paid in full. The base value within the Zone is established as of
January 2012.
Ordinance Desi¢natine T[RZ
Citv of Denton, Texas
ibit A Zo Or �nance
SECTION 6. The T� Incremen ase �or'��ie one, which is the total appraised value of
all t�able real property located in the Zone, is to be determined as of December 31, 2012, the
year in which the Zone was designated a Tax Increment Reinvestment Zone.
SECTION 7. Pursuant to Section 311.013(1) of the Tax Code, the City herby deterrnines
that the following portions of the tax increment produced by the City of Denton shall be paid into
the tax increment fund for the reinvestment zone:
Jurisdiction
City of Denton
Denton County
Years
1-10
11-25
1-10
11-25
2012 Tax Rate
$/$100 Value
0.6897500
0.7197500
0.2828670
0.3128670
% of Tax Rate
,�
.�
.�
,�
SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone
which may be divided into such subaccounts as may be authorized by subsequent resolution or
ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the
Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any
subaccounts are to be maintained in an account at the City Treasurer's affiliated depository bank
of the CiTy and sha11 be secured in the manner prescribed by law for funds of Texas cities. In
addition, all revenues from the sale of any tax increment bonds and notes hereafter issued by the
City, revenues from the sale of any property acquired as part of the tax increment financing plan
and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or
subaccount from which money will be disbursed to pay project costs for the Zone or to satisfy
the claims of holders of tax increment bonds or notes issued for the Zone.
SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Ordinance.
SECTION 10. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this 18t" day of December 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
MARK A. UCr� , MAYOR
Ordinance DesiQnatin� TIRZ
Citv of Denton, Texas
Exhibit A - Zone Ordinance
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
.�
Ordinance Desi n�inR TIRZ
Ciri of Denton. Texas
Exhibit A - Zone Ordinance
EXHIBIT A
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE No. 2
BOUNDARY DESCRIPTION
TRACT No.l
BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right-of-
way line of Airport Road, the POINT OF BEGINNING;
THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest
corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton Municipal
Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sabre Road;
THENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of
the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66.946 acre T. Toby, Tract
2 to the northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundaxy of the 66.946 acre T. Toby, Tract 2 to the southwest
corner of the 148.5803 acre J. Scott, Tract 1;
THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest
corner and the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast
corner and the west right-of-way of Western Blvd.;
THENCE, due east across Western Blvd. to its east right-of-way and the northwest corner of the
20.7207 acre J. Bacon, Tract 1;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the
20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15-17, the 39.999
acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21 a to the northwest corner of the 10 acre
B.b.b, Tract 21a;
THENCE, east and south along the north and east bouridary of the 10 acre B.b.b, Tract 21 a to its
southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18;
THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast
corner and the west boundary of the 43.3069 acre B.b.b, Tract 12-14;
Exhibit A - Zone Ordinance
THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12-14 and the
19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the
south right-of-way of US Highway 380;
THENCE, east along the north boundary of the 19.573 8 acre B.b.b., Tract 11 and the south right-
of-way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11;
THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the
43.3069 acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 43.3069
acre B.b.b, Tract 12-14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b,
Tract 18; '
THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast
corner of the 24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15-17 to its southeast
corner and the north right-of-way of Jim Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the northwest corner of
the 16.3051 acre J. Perry, Tract 1a;
THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre
J. Perry, Tract 1 a to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest
corner of the 18.3427 acre E. Puchalshi, Tract 295;
THENCE, east along the north boundary of the 18.3427 acre E, Puchalski, Tract 295 to its
northeast corner;
THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295
and the 10,347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of
the 31.0 acre E. Puchalski, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski,
Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E.
Puchalski, Tracts 527, 528, and 529;
THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts
527, 528, and 529 to its northeast corner;
Thence, southwesterly along the east boundary and west along the south boundary of the north
part of the 31305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right-of-way of
Precision Road;
�
Exhibit A - Zone Ordinance
THENCE, west across Precision Road to its west right-of-way and the southeast corner of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A,
Lot 3;
THENCE, south and west along the east and south boundary of the 5.922 acre West Park
Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre
R. D. Wells Interchange, Block 1, Lot 1(City of Denton) to the east boundary of the 173.055
acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to its southeast corner and the north right-of-way of Airport Road;
THENCE, west along the north right-of-way of Airport Road and the south boundary of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east
right-of-way of Western Blvd.;
THENCE, west across Western Blvd, to its west right-of-way and the southeast corner of the
66.946 acre T. Toby, Tract 2;
THENCE, west along the north right-of-way of Airport Road and the south boundaries of the
66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and
the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING.
TRACT No. 2
The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.
TRACT No.l and TRACT No. 2 contain a total of approximately 848.8 acres of which
approximately 48.5 acres are municipally owned.
`' �. :. � ,�,� �, � ; r�r
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Exhibit A - Zone Ordinance
This map is a graphic representation prepared by the City of
Denton and is intended for use only as a reference. Data
depicted is not guaranteed for accuracy and may be subject
to revision at any time without natification. A Registered
Surveyor for the State of Texas was not consulted. Far
Survey level accuracy, supervision and certification of the
produced data by a Registered Professional Land Surveyor
for the State of Texas would need to be performed.
� 412.5825 � ,650 2,475 3,300
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L�g��d
� TIRZ �oundary
�roper�y escra�ii�r�
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' Real Acreage Rangeland
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Commercial Vacant Lot
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Exhibit B
Description of the Rayzor Property
The Rayzor Property is the property described or depicted in the Final Plan; provided, however,
the Rayzor Property does not include land previously conveyed to PACCAR INC under
instrument recorded as Document No. 2014-10033 of the Official Records of Denton County,
Texas.
Page 22
REIMBURSEMENT AGREEMENT
s:llegal\our documents\ordinances\131denton co participation agr.docx
Exhibit C- County Participation Agreement
ORDINANCE NO. 2�13-�33
AN ORDINANCE ACCEPTING AN AGREEMENT WITH DENTON COUNTY TO
PARTICIPATE 1N TAX INCREMENT REINVESTMENT ZONE NUMBER TWO;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE
OTHER ACTIONS NECESSARY TO ADMINISTER THE TAX 1NCREMENT
REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS
RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
Texas, Tax Code, Chapter 311 ("the Act"), the Denton City Council approved Ordinance No.
2012-366 on December 18, 2012, creating, establishing and designating "Tax Increment
Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "TIRZ") under
the Act; and
WHEREAS, the Denton County Commissioners Court recognize that participation in the
TIRZ will have the desired effect of developing and redeveloping portions of the County to the
benefit of all taxing units which levy taxes in the TIRZ; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute an
Agreement to Participation in the Tax Increment Reinvestment Zone Number Two with Denton
County and to malce expenditures in accordance with the terms set forth in the attached
Participation Agreement.
SECTION 2. This ordinance sha11 become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
APPR ED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: i �1�. � - r � �
Exhibit C- County Participation Agreement
City of Denton
And
Denton County
Agreement to Participate
In
Tax Increment Reinvestment Zone, Number Two, City of Denton
THIS AGREEMENT, ("Agreement") is made and entered into by and between the City
of Denton ("the City"), a municipal corporation, and Denton County, ("the County"), Texas.
WITNESSETH:
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
Texas, TaY Code, Chapter 311 ("the AcY'), the Denton City Council adopted an O.rd;�1a��::c �"the
Ordinance") on the 18t�' day of December, 2012, in the form attached hereto as Exhibit "A" and
incorporated herein by reference, creating, establishing and designating "Reinvestment Zone
Number Two, City of Denton, Texas" (hereinafter called the "Reinvestment Zone") under the
Act; and
WHEREAS, the City also adopted a preliminary Project Plan and Financing Plan
(collectively "the Plan") for the Reinvestment Zone in substantially the form of the Plan attached
hereto as Exhibit "B" and incorporated herein by reference; and
WHEREAS, the Act provides that each taxing unit levying taxes on real property in a
Tax Increment Reinvestment Zone (hereinafter called a"TIRZ") is not required to pay into the
Tax Increment Fund (hereinafter called a"TIF") any of its tax increment produced from property
located in the TIRZ unless such taxing unit enters into an agreement to do so with the governing
body of the municipality that created the TIRZ; and
WHEREAS, an agreement to participate in a TIRZ created under the Act may be entered
into any time before or after the TIRZ is created, and such agreement may include any conditions
for payment of the tax increment into the TIF and must specify the portion of the tax increment
to be paid into the TIF and the years for which that tax increment is to be paid into ±?�e TTF
NOW, THEREFORE, the City and the County, in consideration of the terms,
conditions, and covenants contained herein, hereby agree as follows;
Section 1. The City and the County hereby agree to pay into the TIF established by
the City for the Reinvestment Zone a percentage of the ad valorem tax collections on the
captured assessed value of real property in the Reinvestment Zone as follows and subject to the
following terms and conditions.
a. City of Denton. The City hereby agrees to pay into the TTF, forty percent (40%) of
the ad valorem tax collections on the captured assessed value of real property in the
Reinvestment Zone from the date the Reinvestment Zone is established until the
City of Denton — TIRZ #2 - Page 1 of 8
Exhibit C- County Participation Agreement
earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully
implemented and all project costs, tax increment bonds, interest on such tax
increment bonds and all other obligations, contractual or otherwise, payable from
the TIF have been paid in full.
b. Denton County. The County hereby agrees to pay into the TIF, forty percent
(40%) of the ad valorem tax collections on the captured assessed value of real
property in the Reinvestment Zone from the date the Reinvestment Zone is
established until the earlier of: (i) December 31, 2037, or (ii) the date on which the
Plan has been fully implemented and a11 project costs, tax increment bonds, interest
on such tax increment bonds and all other obligations, contractual or otherwise,
payable from the TIF have been paid in full. In no event will the County be liable
for payment of ad valorem tax collections on the captured assessed value of real
property in the Reinvestment Zone after December 31, 2037.
c. Soundary. The boundaries of the Reinvestment Zone are and shall be those
boundaries described in the Ordinance, or an amendment thereto revising the
boundaries duly approved by the Reinvestment Zone Board of Directors and the
City Council of the City.
d. Purpose and Pro�ram. Street, utility, drainage improvements and industrial
projects are to be constructed as nearly as possible in conformity with the Plan.
Any additions, changes, revisions or modiiications to the Plan made after the date
of this Agreement may only be made by the Board of Directors of the Reinvestment
Zone and the City Council of the City.
e. Total Taxable Value. The real property within the boundaries of the Reinvestment
Zone is to be the total taxable value as of January 1, 2012, for ad valorem tax
purposes and for establishing the tax increment base referenced in Section 311,012
of the Act.
f. Bond Limit. The Denton City Council and the Denton County Commissioners
Court shall have the authority to authorize the total principal amounts of bonds or
notes.
g. Use of TIF Fands. All amounts paid into the TIF shall be used solely to pay or
reimburse cash expenditures for project costs or the principal of and interest on any
tax increment bonds or notes issued to finance project costs under tl�e r1.:�. and to
pay direct costs properly chargeable under the Act and under generally accepted
accounting principles to the administration of the Reinvestment Zone, all in
accordance with the Plan.
h. Denosit of TIF Funds. The City and the County shall provide for the collection of
its taxes in the Reinvestment Zone as for any other property taxed by the City or the
County. Each participating taxing authority shall pay into the TIF an amount equal
to the tax increment produced by the authority. The City shall invoice the County
City of Denton — TIRZ #2 - Page 2 of 8
Exhibit C- County Participation Agreement
not later than thirty (30) days after the delinquency date of property �a:�c.. in the
Reinvestment Zone. Pursuant to the Act, (Section 311.013(c)) the City and the
County shall malce payment to the TIF, pursuant to this Agreement, not later than
ninety (90) days after the delinquency date of property taxes in the Reinvestment
Zone.
i. Limits of Obli�ation of the County. Except for payment to the TIF of the County
ad valorem tax collections on the total taxable value of real property in the
Reinvestment Zone the County shall have no obligation for any costs or expenses
associated with the operation of the Reinvestment Zone, including, without
limitation, any obligation to pay or repay any debt issued by the City, the
Reinvestment Zone, or the Board of Directors of the Reinvestment Zone relating to
the Reinvestment Zone or any costs associated with the operation of the
Reinvestment Zone or any projects relating thereto. The County is not required to
pay into the TIF the applicable portion of the tax increment that is attributable to
delinquent taxes.
j. Board of Directors. The Reinvestment Zone's Board of Directors (hereinafter
referred to as "the Board") was established as provided in Section 4 of Ordinance
2012-366. Nine (9) of the eleven (11) member Board shall be appointed by the
Denton City Council within sixty (60) days of the passage of the Ordina�YCe or
within a reasonable time thereafter. All members appointed to the Board shall meet
the eligibility requirements set forth in the Act.
The terms of Board members shall be two-year terms. A Board member may serve
no more than three (3) consecutive terms. At the first meeting of the Board, the
Board members will draw lots to establish the staggering of terms with five (5) of
the Board members serving an initial tern of one (1) year. The Denton City Council
shall designate a member of the Board to serve as chairman of the Board, and the
Board shall elect from its members a vice chairman and other officers as it sees fit.
The Board shall make recommendations to the Denton City Council concerning the
administration of the Reinvestment Zone, It shall prepare and adopt a project plan
and Reinvestment Zone financing plan for the Reinvestment Zone and must submit
such plans to the Denton City Council for its approval, The Board shall possess all
powers necessary to prepare, implement and monitor such project plan and
financing plan for the Reinvestment Zone as the Denton City Council considers
advisable, including the submission of an annual report on the status of the
Reinvestment Zone. Any powers not herein delegated to the Board are specifically
reserved to the Denton City Council.
k. Denton Independent School District ("DISD") Representation. The DISD has
chosen not to participate in the Reinvestment Zone and shall not have the right to
appoint a voting member on the Board of the Reinvestment Zone.
City of Denton — TIRZ #2 - Page 3 of 8
Exhibit C- County Participation Agreement
l. County Representation. The County shall have the right to appoint and maintain
one (1) voting member on the Board of the Reinvestment Zone at all times.
m. City Representation. The City shall have the right to appoint and maintain nine
(9) voting members on the Board of the Reinvestment Zone at all times.
n. Other. Rayzor Investments, LLC, shall have the right to appoint and maintain one
(1) voting member on the Board of the Reinvestment Zone at all times.
Section 2. The City agrees that City bonds or tax increment bonds of the Reinvestment
Zone will not be issued to finance projects contemplated in the Plan until (a) a final Plan has
been prepared and adopted by the Board of the Reinvestment Zone and approved by the Denton
City Council, and (b) the City has furnished documentation, evidence and assurances �at�;�iuctory
to the Board of the Reinvestment Zone to the effect that funds necessary to support cash
expenditures and the retirement of tax increment bonds will be available either from revenues of
the TIF or from other funds provided by the City.
Section 3. This Agreement shall become effective as of the date of the final signature
hereto and shall remain in effect until the earlier of: (i) December 31, 2037, or (ii) the date on
which the Plan has been fully implemented and all project costs, tax increment bonds, interest on
such tax increment bonds and all other obligations, contractual or otherwise, payable from the
TIF have been paid in full.
Section 4. To the extent of their respective liabilities, the City and the County shall be
responsible for the sole negligent acts of their officers, agents, employees or separate contractors.
In the event of joint and concurrent negligence of both the City and the County, responsibility, if
any, shall be apportioned comparatively in accordance with the laws of the State of Texas,
without however, waiving any governmental immunity available to the City and the County
under Texas law and without waiving any defenses of the parties under Texas law,
Section 5. This Agreement shall be administered by the City Manager or his designee.
Section 6. Whenever this Agreement requires or permits any consent, approval, notice,
request, proposal, or demand from one party to another, the consent, approval, notice, request,
proposal, or demand must be in writing to be effective and shall be delivered to the party
intended to receive it at the addresses shown below or to such other addresses as the parties may
request, in writing from time to tirne:
If intended for the City of Denton, to:
City Manager
City of Denton, Texas
215 E. McKinney
Denton, Texas 76201
City of Denton — TIRZ #2 - Page 4 of 8
Exhibit C- County Participation Agreement
If intended for Denton County, to:
County Judge
Denton County, Texas
110 West Hicicory Street, 2°d Floor
Denton, Texas 76201-4168
Section 7. This Agreement is made subject to the provisions of the Charter and
Ordinances of the City, as amended; the policies of the County; the Texas Constitution, codes,
and statutes; and all other applicable state and federal laws, regulations and requirements, as
amended. Venue shall be exclusively in Denton County, Texas.
Section S. This Agreement embodies the complete understanding of the City and the
County with respect to the subject matter hereof superceding all oral or written agreements
between the parties relating to all matters herein. The Agreement may be amended, modified, or
supplemented only by an instrument in writing executed by the City and the County.
Section 9. The provisions of this Agreement are severable and the invalidity or
unenforceability of any provision herein shall not affect the validity or enforceability of any
other provision. It is the intention of the parties that each provision herein shall be cc,r,.str�r::� in a
manner designed to effectuate the purposes of such provision to the maximum extent enforceable
under applicable law.
Section 10. Failure of either party hereto to insist on the strict performance of any of the
covenants or agreements herein contained or to exercise any rights or remedies accruing
hereunder upon default or failure of performance shall not be considered a waiver of the right to
insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation
hereunder or to exercise any right or remedy occurring as a result of any future default or failure
of performance.
Section 11. No party hereto waives or relinquishes any immunity or defense on behalf of
itself, its trustees, officers, employees or agents as a result of its execution of this Agreement and
performance of the covenants contained herein.
Executed in triplicate this the �f�? day of ��rc�oz✓ 201�' p by the City, signing
by and through its City Manager, approved on r` • 5, 201,z;3and on the 21 st day of
December, 2012, by the County through its duly authorized officials by approval at a duly called
and noticed County Commissioners meeting on December 21, 2012,
CITY OF DENTON, TEXAS
George ampbell, City Manager
DEN O COUNTY, TEXAS
Mary Horn, ty Judge
City of Denton — TIRZ #2 - Page 5 of 8
ATTEST:
Exhibit C- County Participation Agreement
ATTEST:
J ifer a s, City Secretary Denton County Clerlc
APPROVED AS TO FORM:
�� , � --�
�'�„ . � _�� �-� r .� � /
Anita Burgess, City Attorney, Denton, Texas /'
APPRO�ED�& TO FORM:
City of Denton — TIRZ #2 - Page 6 of 8
Exhibit C- County Participation Agreement
EXHIBIT A
• Ordinance (see "Ordinance" tab)
City of Denton — TIRZ #2 - Page 7 of 8
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
PROJE C T PLAN
Prepared October 2012
Finalized May 2014
Tax Increment Reinvestment Zone No. 2
City of Denton, Texas
i
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George R. Schrader Larry D. Cline
4800 Broadway, Ste A Addison, TX 75001
972-661-1973 schcli(a�swbell.net
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Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone
("TIRZ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to
provide funds for public infrastructure to encourage accelerated development in the largest
industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is
more fully described in Project Plan Exhibit A.
The City is creating this TIRZ to encourage accelerated development in this area of the
City in an effort to stimulate new higher value, industrial development which would benefit and
be incentivized from the proposed public infrastructure improvements. It is expected that the
TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever
comes first.
As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code
Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and
does include the following elements:
1. A map showing existing uses and conditions of real property in the TIRZ and a map
showing proposed improvements to and proposed use of the property.
■ The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B;
■ Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the
area is an industrial park that is generally undeveloped. Residential and multi-
family development are not included in the list of eligible projects and TIRZ
funds will not be used to reimburse the costs associated with any residential or
multi-family development.
■ Project Plan Exhibit: DI lists and defines the public improvements being
proposed for the TIRZ;
■ Project Plan Exhibit: D2 illustrates the major public improvements being
proposed in the TIRZ.
■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ.
1
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
2. Proposed changes of zoning ordinances, the master plan of the municipality, building
codes, and other municipal ordinances.
■ Any changes to codes, ordinances, or master plan as a result of the creation of
the TIRZ will be made through the standard process and procedures of the
City.
3. A list of estimated non-project costs.
■ Non-project costs within the TIRZ are those infrastructure costs not paid for
by the TIRZ. These costs will include, but are not limited to streets, utilities
and drainage associated with residential and multi-family development.
4. A statement of a method of relocating persons to be displaced as a result of
implementing the plan.
■ Although not anticipated, in the process of developing the TIRZ, any
relocation will be made through the standard process and procedures of the
City.
2
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
EXHIBIT A
Boundary Description
TRACT No.l
BEGINNING at the southwest corner of the 927 acre T. Toby, Tract 4 and the north right-of-
way line of Airport Road, the POINT OF BEGINNING;
THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest
corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton Municipal
Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sabre Road;
THENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of
the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66.946 acre T. Toby, Tract
2 to the northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest
corner of the 148.5803 acre J. Scott, Tract l;
THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest
corner and the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast
corner and the west right-of-way of Western Blvd.;
THENCE, due east across Western Blvd. to its east right-of-way and the northwest corner of the
20.7207 acre J. Bacon, Tract l;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the
20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15-17, the 39.999
acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre
B.b.b, Tract 21a;
THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21a to its
southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18;
THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast
corner and the west boundary of the 43.3069 acre B.b.b, Tract 12-14;
THENCE, north along the west boundaries of the 433069 acre B.b.b, Tract 12-14 and the
19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the
south right-of-way of US Highway 380;
3
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right-
of-way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 1 l;
THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the
43.3069 acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 433069
acre B.b.b, Tract 12-14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b,
Tract 18;
THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast
corner of the 24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15-17 to its southeast
corner and the north right-of-way of Jim Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the northwest corner of
the 163051 acre J. Perry, Tract la;
THENCE, northeasterly, south, east, north and east along the north boundary of the 163051 acre
J. Perry, Tract 1 a to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest
corner of the 183427 acre E. Puchalshi, Tract 295;
THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its
northeast corner;
THENCE, southeasterly along the east boundaries of the 183427 acre E. Puchalski, Tract 295
and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of
the 31.0 acre E. Puchalski, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski,
Tract 296 to its southeast corner and the north boundary of the north part of the 31305 acre E.
Puchalski, Tracts 527, 528, and 529;
THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts
527, 528, and 529 to its northeast corner;
Thence, southwesterly along the east boundary and west along the south boundary of the north
part of the 31305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right-of-way of
Precision Road;
THENCE, west across Precision Road to its west right-of-way and the southeast corner of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to the northeast corner of the 5922 acre West Park Addition, Phase 2, Block A,
Lot 3;
�
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
THENCE, south and west along the east and south boundary of the 5922 acre West Park
Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre
R. D. Wells Interchange, Block l, Lot 1(City of Denton) to the east boundary of the 173.055
acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to its southeast corner and the north right-of-way of Airport Road;
THENCE, west along the north right-of-way of Airport Road and the south boundary of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east
right-of-way of Western Blvd.;
THENCE, west across Western Blvd. to its west right-of-way and the southeast corner of the
66.946 acre T. Toby, Tract 2;
THENCE, west along the north right-of-way of Airport Road and the south boundaries of the
66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and
the 927 acre T. Toby, Tract 4 and the POINT OF BEGINNING.
TRACT No. 2
The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.
TRACT No1 and TRACT No. 2 contain a total of approximately 848.8 acres of which
approximately 48.5 acres are municipally owned.
5
Exhibit D
PROJECT PLAN - DENTON TIRZ NO. 2
EXHIBIT B
TIRZ Boundary
Exhibit B: lll��sfipark T�R�
This rnap is a gra�hic mepresertitaiia� pc€�p�red by the City af
De�fon and us int�nd'�cG far �rse c�nly as a reference C7ata
de�u�tec9 �s not gaaarar�t�ed �ar accuracy an�9 may B�e subje�t
to devis�€�c� at any �i�re �s+�thou4 n�t[fucatic�n. A F�egdstered
Surveyar fo� the St�te eaf Texas was ncat c�rnsuV#ed. Fa��
Suruey I�a�I accuracy, s�pervis��n ar�d certi�ca$uon af the
p�duced data by a Registered' Pr�rfessianal Lan� Sun�eyar
f�ar fhe S#aYe of T�xas +�ra�rld nee�! fa be perFvrmed.
0 412. s8�5 1��5Q 2,47 a 3,3Q{3
Feei
�
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
Existing Land Use
Exhi�it �: 11V�st��rk TIR� Exis��in� Lancl LJse
This r���a �s � gc�ph�c representatic�n pre�aared by the �uty c�f
Der�tr�n an�i �s imtende�i far u�� anPy as a referec,ee Ltata
dep�cted is not guaranteed far a���racy and m�y be su,t�ject
t� revision a! arny kime witha�at noti�wca�ion A F�eg�s3eQed
5urveyn� f�rr the State af T�xas �vas nnt �ans�al#ed. Far
Survey le�el aceuracy, supenaisian ��d c�rtifcatio€� af the
prczduced data �,y a Regustered �rof�ssmona� L�rorl Surveyor
f�r khe �tat� af Texas uv�auld need to be �erFa�ned.
� 4�2.a825 1,�5fl 2,A75 3,3(3�
Feet
EXHIBIT C
��ger�d
r�
n TIfZZ ���ndary r�
_,. a
Rra�ae�ty Efescriptian ;
- � � Gra�!e rn �ner�t
( Re�� Acrea�e F2ar�ge�an�C
�mmercial Vacani �at
I Rea� Farrruhuause I�L^':I'�"1'�7�
7
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
EXHIBIT Dl
Project Plan
PROJECT ESTIMATED COST
Street Improvements and Traffic Signals $6,000,000
Utility / Drainage Improvements $5,000,000
Landscaping, Irrigation, and Entry $500,000
Monuments
Engineering/Architecture and other soft $1,500,000
costs
Support for Industrial Projects $1,275,430
TOTAL $14,275,430
Project Definitions
Street Im�rovements and Traffic Si_�nals: includes the construction and reconstruction of
paving improvements capable of handling heavy truck traffic and that provide common turning
radius for semi trailers and may consist of, but are not limited to, primary and secondary major
arterial thoroughfares and collector streets that will provide improved access within the industrial
park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of
Denton or Texas Department of Transportation.
Utilities and Draina�e: includes the extension of water and wastewater lines along the right-of-
ways of the streets within the District. Water and wastewater lines will be built to adequately
accommodate the District at build-out and its anticipated industrial users. A number of properties
in the district are situated in the floodplain. Adequate stormwater drainage will be built to
accommodate the maximum use of the land and comply with the drainage standards in the
Denton Development Code.
Landsca�in�, Irri�ation, and Entrv Monuments: includes all landscaping and irrigation required
to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd.
En�ineerin�/Architecture, and other soft costs: professional services necessary to cause and
support all described infrastructure improvements.
Industrial Projects: may include grants, loans and services for public and private development.
Eligible TIRZ project costs are not limited to public uses and may also include projects that
stimulate economic development. Chapter 380 of the Local Government Code grants
municipalities in Texas the authority to offer grants and loans of public funds to stimulate
economic development.
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
Proj ect Plan Proj ects
Exhibit [3,�: We�tp�rk TIRZ Rrc�jects
,�IM �HRISTAL
�.�
Thrs ma� [s a��aph�ic representat�rar� prepared �y the City o°�
�]enffQn an�V �s interuded for use an�y as a reference Data
dep�cfed �s rnca# yuarar�teed for ac�aaracy a�d may be se�bject
ia r�visican �8 any firne wvithawt notificatian. A R�gistered
S�urveycrr for th� SEa#e of Texas was ra4t consulted. �or
Surv�y Ve!�el' aacucacy, su�ervis�on arod' certificatian of the
�rc��d'ue�d data t�y� a RegisRer�d Prafessicsc�a9 Lac�cV �urveyear
#or ihe Sta�e of Texas +rv�ruld need' tea be periearmed.
r� a� gsa � ,�s� �,sa� �,��
Feec
.
z
�
�
�
uu
�
�
EXHIBIT D2
�egenr�
TI� B-oundary � '� -_.
F
Fuature Ra�d ar Plar�ned Expansic�n
Existing Rd. nea# i�s Standards
Propvser� I mpr�vemen4s `� °'_
L7Li�]°Il"C )PY
E
Exhibit D
PROJECT PLAN - DENTON TIRZ NO. 2
EXHIBIT E
Future Land Use
r r. ' �
This map is a�eaphi� repres�rrtataon preparesi �iy th� Gity of
CYentrsu� and �s �nrt�nci'ed fc�� use c�nfy �s ��efereaa�e. a�ta
de�sicte�I is nnt guaran6eed €o� accuracy and m�y tr� sra6jeci
tca r�visi�n at any tim� widhc�ut natific�Eion, A Reg�st�r�d'
Sunreyor (c�r fhe Stat� csf �exas was ncst ca�sufded. Fcs�
Survey le�eel accuracy, supervisio�a and cer�ificafiora a€ l�ae
produced cf��a by a Regosierer� Professuonal' Land Survey�ar
iar the Sfat� ai `�exas would n�ed to b� g�erformed.
l�
Exhibit D
FINANCE PLAN
Prepared October 2012
Finalized May 2014
Tax Increment Reinvestment Zone No. 2
City of Denton, Texas
i
��
i�'�:%,�,�'
�,�� �
. � . �
.
George R. Schrader Larry D. Cline
4800 Broadway, Ste A Addison, TX 75001
972-661-1973 schcli(a�swbell.net
Exhibit D
� �i� 1
The Financing Plan provides information on the projected monetary impact that the formation of
the Tax Increment Reinvestment Zone (TIRZ) could have on the property described in Finance Plan
Exhibit: A and shown in Finance Plan Exhibit: B. It will also describe how that impact can be utilized to
enhance the area and region through leveraging the resources of each entity that participates in the project.
Below is a summarv of the Financin� Plan items repuired bv law.
1. The proposed public improvements in the TIRZ may include:
• Capital costs, including the actual costs of the construction of public works, public
improvements, new buildings, structures, and fixtures; and the actual costs of the
acquisition of land and the clearing and grading of land;
• Financing costs, including all interest paid to holders of evidences of indebtedness or
other obligations issued to pay for project costs and any premium paid over the
principal amount of the obligations because of the redemption of the obligations before
maturity;
• Any real property assembly costs;
• Professional service costs, including those incurred for architectural, planning,
engineering, and legal advise and services;
• Any relocation costs;
• Organizational costs, including costs of conducting environmental impact studies or
other studies, the cost of publicizing the creation of the TIRZ, and the cost of
implementing the project plan for the TIRZ;
• Interest before and during construction and for one year after completion of
construction, whether or not capitalized;
• The amount of any contributions made by the municipality from general revenue for
the implementation of the project plan;
• Imputed administrative costs, including reasonable charges for the time spent by
employees of the municipality in connection with the implementation of a project plan;
• The cost of operating the TIRZ and project facilities; and
• Payments made at the discretion of the governing body of the municipality that the
municipality finds necessary or convenient to the creation of the TIRZ or to the
implementation of the project plans for the TIRZ.
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
The specific capital improvement projects anticipated to be undertaken in the Denton TIRZ No. 2,
are included in Finance Plan Exhibit: C.
2. Estimated Project Cost of TIRZ, including administrative expenses.
• Project costs are estimated at approximately $14.28 million dollars. Specific cost
estimates are included in Finance Plan Exhibit: C.
3. Economic Feasibility Study.
• An economic feasibility analysis has been completed and is included as Finance Plan
Exhibit: D.
4. The estimated amount of bonded indebtedness to be incurred.
• Initial project costs are to be advanced by a Developer. The City of Denton may
consider issuing bonds when tax increment funds exceed the amount necessary to
support debt service to reimburse the Developer.
5. The time when related costs or monetary obligations are to be incurred.
• Please refer to Finance Plan Exhibit: C for details regarding the type of improvement
costs anticipated. The Developer intends to begin construction of the projects in 2014,
with a completion date of 2015. Annual TIRZ reimbursement payments will be
provided to the Developer once the minimum improvements are completed.
6. A description of the methods of financing all estimated project costs and the expected
sources of revenue to iinance or pay project costs including the percentage of tax
increment to be derived from the property taxes of each taxing unit on real property
in the TIRZ.
• Project costs will be financed through loans advanced by developers or by the use of
tax increment funds received on a pay-as-you-go basis. No new debt is envisioned at
the beginning of the TIRZ term, but bonds may be issued at a later date when adequate
tax increment has been created to the support debt service. The revenue sources will be
the real property taxes captured by the TIRZ, which will account for 100% of revenues
used to fund project costs or bond debt service. For the Financial Plan, the City and
Denton County will participate at a rate of 40% for twenty-five (25) years.
7. The current total assessed value of taxable real property in the TIRZ.
• The current assessed base value of the taxable real property in the TIRZ using the 2012
certified values provided by the Denton Central Appraisal District is $ 119,458.
(*NOTE: this value represents an Ag Exemption)
8. The estimated assessed value of the improvements in the TIRZ during each year of its
existence.
• The estimated assessed value of the improvements in the TIRZ per year is listed in the
following FINANCE PLAN TABLE 1.
3
Exhibit D
FINANCE PLAN - DENTON TIRZ NO. 2
TABLE 1
Assessed Real Property Value
Including Anticipated New Development
Years 2012-2036
ToTaL ToTaL ToTaL
DEVELOP- ANNUAL CUMULATIVE ROLLBAC CUMULATIVE
YEAR MENT L`�� VALUATION VALUATION$ K AND
$M �M $M ROLLBACK
$M
2012
2013 $0.72 $0.72 $0.72 $1.44 $2.16
2014 $11.59 $0.72 $1231 $13.03 $2.16 $14.47
2015 $11.59 $0.72 $1231 $2534 $2.88 $27.50
2016 $11.59 $0.72 $1231 $37.65 $3.60 $40.53
2017 $11.59 $0.72 $1231 $49.96 $3.60 $53.56
2018 $11.59 $0.72 $1231 $62 27 $3.60 $65.87
2019 $11.59 $0.72 $1231 $74.58 $3.60 $78.18
2020 $11.59 $0.72 $1231 $86 gg $3.60 $90.49
2021 $11.59 $0.72 $1231 $9920 $3.60 $102.80
2022 $11.59 $0.72 $1231 $111.51 $3.60 $115.11
2023 $11.59 $0.72 $1231 $123.82 $3.60 $127.42
2024 $11.59 $0.72 $1231 $136.13 $3.60 $139.73
2025 $11.59 $0.72 $1231 $148.44 $3.60 $152.04
2026 $11.59 $0.72 $1231 $160.75 $3.60 $16435
2027 $11.59 $0.72 $1231 $173.06 $3.60 $176.66
2028 $11.59 $0.72 $1231 $18537 $3.60 $188.97
2029 $11.59 $0.72 $1231 $197.68 $3.60 $20128
2030 $11.59 $0.72 $1231 $209.99 $3.60 $213.59
2031 $11.59 $0.72 $1231 $222 30 $3.60 $225.90
2032 $11.59 $0.72 $1231 $234.61 $3.60 $23821
2033 $11.59 $0.72 $1231 $24692 $3.60 $250.52
2034 $11.59 $0.72 $1231 $25923 $3.60 $262.83
2035 $11.59 $0.72 $1231 $271.54 $3.60 $275.14
2036 $11.59 $0.72 $1231 $283 85 $3.60 �Zg'7.45
TOTAL $266,570,000 $17,280,000 $283,850,000 $82,080,000
Exhibit D
FINANCE PLAN - DENTON TIRZ NO. 2
The estimated annual incremental funds available from future development in the TIRZ are listed in the
following table.
Annual Incremental Funds Provided for TIRZ No. 2
Years 2012-2037
TABLE 2
CITY COUNTY TOTAL TIRZ CUMULATIVE
YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ
$K $K �K CONTRIBUTIONS
$K
2012
2013
2014 $5.97 $0.82 $6.79 $6.79
2015 $41.92 $14.75 $56.67 $63.46
2016 $77.87 $28.68 $106.55 $170.01
2017 $113.81 $42.60 $156.41 $326.42
2018 $147.78 $56.53 $204.31 $530.73
2019 $181.74 $70.46 $252.20 $782.93
2020 $215.70 $84.39 $300.09 $1,083.02
2021 $260.52 $108.74 $369.26 $1,45228
2022 $295.96 $124.15 $420.11 $ l, 87239
2023 $331.40 $139.55 $470.95 $2,34334
2024 $366.84 $154.96 $521.80 $2,865.14
2025 $402.28 $170.36 $572.64 $3,437.78
2026 $437.72 $185.77 $623.49 $4,06127
2027 $473.16 $201.17 $674.33 $4,735.60
2028 $508.60 $216.58 $725.18 $5,460.78
2029 $544.04 $231.98 $776.02 $6,236.80
2030 $579.48 $247.39 $826.87 $7,063.67
2031 $614.92 $262.79 $877.71 $7,94138
2032 $650.36 $278.20 $928.56 $8,869.94
2033 $685.80 $293.61 $979.41 $9,84935
2034 $721.24 $309.01 $1,03025 $10,879.60
2035 $756.68 $324.42 $1,081.10 $11,960.70
2036 $792.12 $339.82 $1,131.94 $13,092.64
2037 $827.56 $355.23 $1,182.79 $14,275.43
TOTAL $10,033,470 $4,241,960 $14,275,430
2012 TIRZ CONTRIBUTION TAX RATE /$100
VALUATION
Tax Rate / Years 1-10 Years 11-25
$100 Valuation
Cit of Denton $0.6897500 $0.2759000 $0.2879000
Denton Count $0.2828670 $0.1131468 $0.1251468
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
9. The duration of the TIRZ:
• The TIRZ was created in 2012. The TIRZ will exist for twenty-five (25) years with
termination of the TIRZ set as 2036 or the date when all project costs are paid and any debt
is retired, whichever comes first.
0
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
EXHIBIT A
Boundary Description
TRACT No.l
BEGINNING at the southwest corner of the 927 acre T. Toby, Tract 4 and the north right-of-way line of
Airport Road, the POINT OF BEGINNING;
THENCE, north along the west boundary of the 927 acre T. Toby, Tract 4 to its northwest corner and the
southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sabre Road;
THENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of the
41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the
northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of
the 148.5803 acre J. Scott, Tract l;
THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and
the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and
the west right-of-way of Western Blvd.;
THENCE, due east across Western Blvd. to its east right-of-way and the northwest corner of the 20.7207
acre J. Bacon, Tract l;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the 20.7207
acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the
southwest corner of the 24.9953 acre B.b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15-17, the 39.999 acre
B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21a;
THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21a to its southeast
corner and the north boundary of the 39.999 acre B.b.b, Tract 18;
THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the
west boundary of the 43.3069 acre B.b.b, Tract 12-14;
THENCE, north along the west boundaries of the 433069 acre B.b.b, Tract 12-14 and the 19.5738 acre
B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right-of-way of
US Highway 380;
THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right-of-way
of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 1 l;
7
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069
acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract
12-14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18;
THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the
24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15-17 to its southeast corner
and the north right-of-way of Jim Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the northwest corner of the
163051 acre J. Perry, Tract la;
THENCE, northeasterly, south, east, north and east along the north boundary of the 163051 acre J. Perry,
Tract la to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the
183427 acre E. Puchalshi, Tract 295;
THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast
corner;
THENCE, southeasterly along the east boundaries of the 183427 acre E. Puchalski, Tract 295 and the
10347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E.
Puchalski, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296
to its southeast corner and the north boundary of the north part of the 31305 acre E. Puchalski, Tracts
527, 528, and 529;
THENCE, east along the north boundary of the north part of the 31305 acre E. Puchalski, Tracts 527,
528, and 529 to its northeast corner;
Thence, southwesterly along the east boundary and west along the south boundary of the north part of the
31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right-of-way of Precision Road;
THENCE, west across Precision Road to its west right-of-way and the southeast corner of the 173.055
acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3;
THENCE, south and west along the east and south boundary of the 5922 acre West Park Addition, Phase
2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange,
Block l, Lot 1(City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a;
:
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to its southeast corner and the north right-of-way of Airport Road;
THENCE, west along the north right-of-way of Airport Road and the south boundary of the 173.055 acre
West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right-of-way of
Western Blvd.;
THENCE, west across Western Blvd. to its west right-of-way and the southeast corner of the 66.946 acre
T. Toby, Tract 2;
THENCE, west along the north right-of-way of Airport Road and the south boundaries of the 66.946 acre
T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 927 acre T. Toby,
Tract 4 and the POINT OF BEGINNING.
TRACT No. 2
The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.
TRACT No1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately
48.5 acres are municipally owned.
0
Exhibit D
FINANCE PLAN - DENTON TIRZ NO. 2
EXHIBIT B
Property Boundary Map
ExYr i bit B: Wes#�ark T� RZ
Thus map ls a graph�c r�pr�s�rrt�ti�sn prepared by the �ity raf
Den�on and is ir�tended f�r trse anly as a referen�e. Qata
�Jepicted 'us no� �ua�ante�d for �ccuracy arr�J r�ay '�e s�bject
to revisiran ak any tircn� v�Nthout n�tvficati�n. fi Regustered
Sun+ey�r f�r th� Sta4� of Texas was not ccarosuV'te�_ Fcrr
5r�nrey lev�l accuracy s�aperv3siar� ar�d c�r[�fcati�� af ihe
�roducecl data by a Re�ostered Rrafessic�naV Land Surveyac
far #f�e 5tate of Texas would need tc� be perferrme�.
C1 412.5825 1,65C1 2,�75 3,3i�0
Feet
10
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
EXHIBIT C
Project Plan
PROJECT ESTIMATED COST
Street Improvements and Traffic Signals $6,000,000
Utility / Drainage Improvements $5,000,000
Landscaping, Irrigation, and Entry $500,000
Monuments
Engineering/Architecture and other soft $1,500,000
costs
Support for Industrial Projects $1,275,430
TOTAL $14,275,430
Project Definitions
Street Im�rovements and Traffic Si_�nals: includes the construction and reconstruction of paving
improvements capable of handling heavy truck traffic and that provide common turning radius for semi
trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and
collector streets that will provide improved access within the industrial park, to State highways, and
Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of
Transportation.
Utilities and Draina�e: includes the extension of water and wastewater lines along the right-of-ways of the
streets within the District. Water and wastewater lines will be built to adequately accommodate the
District at build-out and its anticipated industrial users.
A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be
built to accommodate the maximum use of the land and comply with the drainage standards in the Denton
Development Code.
Landsca�in�, Irri�ation, and Entrv Monuments: includes all landscaping and irrigation required to meet
City Code and includes entry monuments for Western Blvd and Jim Christal Rd.
En�ineerin�/Architecture, and other soft costs: professional services necessary to cause and support all
described infrastructure improvements.
Industrial Projects: may include grants, loans and services for public and private development. Eligible
TIRZ project costs are not limited to public uses and may also include projects that stimulate economic
development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to
offer grants and loans of public funds to stimulate economic development.
11
Exhibit D
FEASIBILITY ANALYSIS
(EXHIBIT D OF THE FINANCE PLAN)
Prepared October 2012
Finalized May 2014
Tax Increment Reinvestment Zone No. 2
City of Denton, Texas
i
��
i�'�:%,�,�'
�,�� �
. � . �
.
George R. Schrader Larry D. Cline
4800 Broadway, Ste A Addison, TX 75001
972-661-1973 schcli(a�swbell.net
INDEX
Index
Forward
Section L•
Section IL•
Section IIL•
Section IV:
Exhibit D
HISTORY
CURRENT CONDITION / SITUATION
TAX INCREMENT ANALYSIS
TABLES
TABLE 1— Development Valuation Increase
TABLE 2— Land Valuation Increase
TABLE 3— Business Personal Property Valuation Increase
TABLE 4— Rollback Valuation Increase
TABLE 5— Total Increase TIIZZ Valuation
TABLE 6— City of Denton Revenues/Contributions
TABLE 7— Denton County Revenues/Contributions
TABLE 8— TIRZ Funding from City and County
Page
1
2
3
4
6
11
12
13
14
15
16
17
18
19
1
Exhibit D
FOR WARD
The City of Denton and Schrader & Cline, LLC have prepared a Feasibility Analysis using tax increment
financing to encourage accelerated development and redevelopment for Tax Increment Reinvestment
Zone (TIRZ) No. 2 in the City of Denton, Texas. The areas of the City within the boundary of the TIRZ
need public infrastructure projects that will provide a stimulus for new development.
Section I summarizes the history of Denton.
Section II is a brief discussion of the current condition/situation.
Section III details the tax increment analysis.
Section IV contains Tables.
The following projections of development and tax revenues are subject to change. As underlying
conditions in the national and regional economy change, the pace and value of new development projected
for the TIRZ area may shift. Future property tax rates are particularly difficult to predict given their
dependence on changes in the tax base, the mix of taxes levied and the various jurisdictions' overall fiscal
and budgetary policies. Thus, the projected tax increments are subject to change. The analysis of future
tax increment funds is dependent on a series of projections, assumptions, and other inputs. As a result, the
report should be reviewed in totality.
Neither this report nor its conclusions may be referred to or included in any prospectus or part of any
offering made in connection with private syndication of equity, sale of bonds, sale of securities or sale of
participation interests to the public without express written approval.
2
Exhibit D
SECTION I: HISTOR Y
Denton, the county seat of Denton County, is located on IH 35, less than forty miles north of Dallas and
Fort Worth. Because of its proximity, Denton has become closely associated with the Dallas - Fort Worth
metropolitan area. The City was founded in 1857 in order to become the county seat, because it was located
near the center of the County. Although established in 1857, and with a courthouse built on the north side
of the square, it was not until 1866 that Denton was incorporated.
In its early years, Denton grew slowly, but that changed with completion of the Texas and Pacific Railway
and the Missouri, Kansas and Texas Railway through Denton in 188L With only north and south rail
connections, however, the town did not develop as a manufacturing and wholesale center. The next spur to
Denton's growth came in 1890 with the opening of North Texas Normal College (now the University of
North Texas) and in 1903 with the opening of the Girls Industrial College (now Texas Woman's
University). With these developments as catalysts, the City grew from a population of 1,194 in 1880 to
2,558 in 1890 and subsequently, over time, to a population of 26,844 in 1960 and to 48,063 in 1980.
Proximity to Dallas and Fort Worth, with good interstate highway connections, played a major role in this
growth. Steady and at times rapid growth of enrollment at the two universities was important also.
Additionally, after 1974 the City added many new residents as a result of the opening of Dallas - Fort
Worth International Airport, which is closer to Denton than to many parts of Dallas and Fort Worth. Many
airline employees and executives who traveled for major companies took up residence in Denton. The City
of Denton has also benefitted from the continued rapid growth of the metropolitan area and as this growth
has moved northward, the City has grown in population from 80,537 in 2000 to 113,383 in 2010 to a
2011estimated 117,187, according to the U.S. Census Bureau. Denton ranked seventh among the fastest
growing cities in the nation for populations over 100,000 persons in 2011.
�
Exhibit D
SECTIONIL• CURRENT CONDITION/SITUATION
While Denton's industrially zoned area has grown along with its population, the area has reached a point
where future industrial growth is limited. One of the primary reasons for the limitation is the lack of
infrastructure. Although there are several hundred acres available for development, the lack of adequate
roads, water, sewer and drainage improvements creates a situation where development costs are too high
for most projects.
The City of Denton has the potential, the need and the desire to undergo a successful development of its
industrial area. To begin the effort, the City constructed a section of a road connecting two major highways
and bisecting the industrially zoned property in 2010. However, funds were not sufficient to build the road
at full capacity or to provide water, sewer and drainage improvements.
The major property owner of over 800 acres in the City's industrially zoned property approached the City
suggesting a public/private partnership to spur development. The property owner indicated a willingness to
construct the necessary infrastructure improvements which would provide assistance and stimulus for new
development in this area. In return, the property owner requested the City of Denton and Denton County
consider the creation of a Tax Increment Reinvestment Zone (TIRZ) to provide an opportunity for the
property owner to recoup some or all of the investment.
The proposal was submitted to the Economic Development Partnership Board (EDPB), who reviewed it in
detail. On August 7, 2012, the EDPB made a formal recommendation to the City Council that the City and
Denton County consider participation in a TIRZ to enhance the City's ability to grow its corporate and
industrial base. The EDPB recommended a twenty-five year term for the TIRZ with participation by the
City and County at 40%.
Based on the EDPB recommendation, the City of Denton is proposing creation of a TIRZ for the
industrially zoned area. The "defined area" of approximately 800 acres is all under the ownership of one
entity. New private development and redevelopment expected to occur as a result of public improvements
funded by the TIRZ will increase property values and tax income as well as bolster Business Personal
�
Exhibit D
Property (BPP) value and its related tax income for all taxing jurisdictions. TIRZ has been used in many
other cities and is a proven method to stimulate private development and redevelopment growth sooner,
rather than later, and in many cases will stimulate growth in value which might never occur without public
improvements funded by the TIRZ.
Exhibit D
SECTION IIL• TAX INCREMENT ANAL YSIS
This section documents the detailed analysis and inputs used to generate the tax increment revenue
estimates. Tax Increment Financing involves:
■ Designating an eligible redevelopment area as a Tax Increment Reinvestment Zone;
■ Soliciting participation of other taxing jurisdictions;
■ Setting the assessment base at the level of the most recent assessment; and
■ Placing tax revenues generated by the increase in assessed value in a tax increment fund for
funding public improvements.
Thus, future tax increment revenues depend on four elements:
■ The timing and added value of new development;
■ Appreciation of existing land and improvements;
■ The loss of value from any existing improvements demolished to make way for new
development; and
■ Future tax rates and the percentage of participation of each taxing jurisdiction.
Assessment policies typically set building assessments at 100 percent of fair market value, which are
generally comparable to construction costs for new construction. Assessed values are established as of
January 1 of the tax year. Thus, development in 2012 goes on the tax rolls for the Tax Year 2013. In this
analysis, to be conservative, no increase in value on redevelopment or new development after completion
has been included. In addition, only a portion of the taxes from increases in real property values for the
City of Denton and Denton County are directed to the TIRZ Fund. Taxes from the remaining portion on
real and all business personal property values will flow to the City and County. All taxes from increases in
real property values will flow to the other taxing jurisdiction (Denton Independent School District). Sales
tax income generated from the area will flow to the City of Denton.
The land valuation within the TIRZ boundary has continued to decrease in valuation over the past five
years. The total assessed land valuation in 2007 was $69,790 and in 2012 is $65,370, a decrease of $4,420.
�
Exhibit D
The property contains one single family dwelling currently valued at $54,366, which brings the total 2012
taxable value of the property within the TIRZ boundary to $119,458.
For the purposes of this tax increment analysis, the initial tax base for the Tax Increment Fund is assumed
to be $119,458. Taxes on the amount of base tax value will continue to flow to all taxing jurisdictions
during the 25-year life of the TIRZ.
The increase in value as a result of development within the TIRZ boundary is expected to be created in four
different categories:
1. Development/real improvements expected to occur within the TIRZ boundary;
2. Business personal property associated with new development;
3. Land value increases expected as properties are sold and removed from the current Ag
Exemption;
4. Rollback taxes - one-time revenue paid as property is removed from the current Ag
Exemption.
Each of these will be discussed in more detail in the following sections.
Development/Real Improvements
With the stimulus provided by the planned infrastructure improvements and recent development created
surrounding this TIRZ, this analysis assumed that a level of development within the TIRZ at build-out
would equal $289,629,330 and would take approximately 25 years to complete.
ESTIMATED VALUE PER
SITE USE ACRES VALUATION
BLDG SQ FT SQUARE FEET
Industrial 236.18 4,116,200 $30.00 $123,456,000
Rail Served 180.72 3,148,865 $30.00 $94,465,950
Mixed Use* 219.49 2,390,246 $100.00 $71,707,380*
TOTALS 636.39 9,654,312 $289,629,330
*Mixed Use Sites valuation reflects 30% of total valuation created, asstuning 70% of inixed use development is dedicated
to inulti-fainily construction, which is not an eligible use for proposed TIRZ participation.
7
Exhibit D
To arrive at an annual increase in valuation due to new development, this feasibility plan assumes that
1/25th of this valuation, or $11,585,173, will be added each year. The value created over the life of the
TIRZ by new development is shown in attached Table 1.
Land Valuation Increase
Currently, all of the land within the TIRZ boundary has an Ag Exemption. At the time it is sold for
development, the exemption will be removed and the valuation will reflect the market value of the land. In
order to determine the estimated land valuation to be created in the TIRZ, City staff compiled an average
acre value from the surrounding businesses to arrive at a value of $37,519 per acre. With an estimated
19.31 acres being developed each year, Table 2 shows the impact of adding $724,492 in new value each
year.
Business Personal Pro�ertX
In order to determine the estimated business personal property value to be captured within this industrial
TIRZ, City staff compiled an average of five existing companies (two manufacturers and three
warehouse/distribution centers) and determined that business personal property for these companies is
191 % more than the real property values (land and improvements). A more conservative percentage of
150% has been applied to the value created by the industrial and rail served sites, and only 50% to the
commercial value created within the mixed use area. Revenues from business personal property valuation
will not be included in the TIRZ funding. However, it is included in this feasibility plan as this revenue
will flow to the taxing entities at 100 percent. The value created over the life of the TIRZ by business
personal property is shown in attached Table 3.
Rollback Tax Revenue
As stated in the previous section, the entire TIRZ area receives an Ag Exemption on the undeveloped land.
The owner's cattle are grazing the pasture land. As property is developed, the pasture land will assume its
market valuation under industrial zoning, and the new owner will be required to pay the difference between
the property tax paid under the Ag Exemption and the higher market valuation for the previous five years.
The TIRZ will receive property tax revenue for the rollback taxes for the years that the property has been
included in the TIRZ. Rollback tax revenue for years prior to the creation of the TIRZ will belong to the
taxing entities at 100%. Rollback tax revenue is based on the annual land valuation (Table 2) less an
E'?
Exhibit D
average value per acre under the Ag Exemption of $4,778 for a total estimated annual rollback of $719,714
Rollback taxes are a one-time payment, therefore cumulative valuation is not calculated. The value created
over the life of the TIRZ by rollback tax revenue is shown in attached Table 4
Forecast
The forecast of increased value created within the TIRZ boundary during the next 25 years from these four
categories is shown in Table 5. Revenue to the City of Denton and the City's contribution to the TIRZ over
the life of the TIIZZ are detailed in attached Table 6. Revenue to Denton County and the County's
contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 7. Revenues to the TIRZ
Fund over the life of the TIRZ and based on the values shown in attached Table 5 are provided in Table 8.
Below is a summary of all revenues:
Revenue to Real and BPP Revenue to Real and BPP Revenue to Total Revenue
TIRZ Fund City of Denton after TIRZ Denton County after TIRZ Generated
Contribution Contribution
$14,275,430 $43,926,530 $18,862,910 $77,648,870
The increase in the property tax rate for the City of Denton over the past five years totals $0.023 per $100
valuation. The tax rate for Denton County has increased by $0.047 over the past five years. This study
conservatively increases the 2012 tax rates for both the City and County by $0.03 in the eleventh year of
the TIRZ.
Jurisdiction
City of Denton
Denton County
Years 2012 Tax Rate
$/$100 Value
1-10 0.6897500
11-25 0.7197500
% of Tax
Rate
40
40
1-10 0.2828670 40
11-25 0.3128670 40
The public infrastructure projects planned to stimulate the higher values created by the TIIZZ are shown in
Project Plan Exhibit D.
�
Exhibit D
SECTION IV: TABLES
lo
Exhibit D
TABLE 1
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
DEVELOPMENT VALUATION INCREASE, $M
YEAR INCREASE FROM CUMULATIVE
DEVELOPMENT $M INCREASE $M
2012
2013
2014 $11.59 $11.59
2015 $11.59 $23.18
2016 $11.59 $34.77
2017 $11.59 $46.36
2018 $11.59 $57.95
2019 $11.59 $69.54
2020 $11.59 $81.13
2021 $11.59 $92.72
2022 $11.59 $104.31
2023 $11.59 $115.90
2024 $11.59 $127.49
2025 $11.59 $139.08
2026 $11.59 $150.67
2027 $11. 5 9 $162.26
2028 $11.59 $173.85
2029 $11.59 $185.44
2030 $11.59 $197.03
2031 $11.59 $208.62
2032 $11.59 $220.21
2033 $11.59 $231.80
2034 $11.59 $243.39
2035 $11.59 $254.98
2036 $11.59 $266.57
TOTAL $266,570,000
Assumptions
Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed-
use site build-out projections equaling $289,629,330. Assumes 25 year build-out
with 1/25th ($11.59M) allocated each of the 25 years of the TIRZ.
11
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
LAND VALUATION INCREASE, $M
YEAR INCREASE FROM CUMULATIVE
DEVELOPMENT $M INCREASE $M
2012
2013 $.72 $.72
2014 $.72 $1.44
2015 $.72 $2.16
2016 $.72 $2.88
2017 $.72 $3.60
2018 $.72 $4.32
2019 $.72 $5.04
2020 $.72 $5.76
2021 $.72 $6.48
2022 $.72 $7.20
2023 $.72 $7.92
2024 $.72 $8.64
2025 $.72 $9.36
2026 $.72 $10.08
2027 $.72 $10.80
2028 $.72 $11.52
2029 $.72 $12.24
2030 $.72 $12.96
2031 $.72 $13.68
2032 $.72 $14.40
2033 $.72 $15.12
2034 $.72 $15.84
2035 $.72 $16.56
2036 $.72 $17.28
TOTAL $17,280,000
Assumptions
Land Valuation Increase in Land value is based on the average land value of $37,519
per acre of five existing industries immediately adjacent to TIRZ.
Table 2 assumes land to be developed 1931 acres per year. Only
includes 482.75 of the 636 developable acres. Land value not applied
to land not developable due to flood plain or other issues.
TABLE 2
12
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
BUSINESS PERSONAL PROPERTY VALUATION INCREASE, $M
YEAR INCREASE FROM CUMULATIVE
DEVELOPMENT $M INCREASE $M
2012
2013
2014 $14.56 $14.56
2015 $14.56 $29.12
2016 $14.56 $43.68
2017 $14.56 $58.24
2018 $14.56 $72.80
2019 $14.56 $87.36
2020 $14.56 $1 O l .92
2021 $14.56 $116.48
2022 $14.56 $131.04
2023 $14.56 $145.60
2024 $14.56 $160.16
2025 $14. 5 6 $174.72
2026 $14.56 $189.28
2027 $14.56 $203.84
2028 $14.56 $218.40
2029 $14.56 $232.96
2030 $14.56 $247.52
2031 $14.56 $262.08
2032 $14.56 $276.64
2033 $14.56 $291.20
2034 $14.56 $305.76
2035 $14.56 $320.32
2036 $14.56 $334.88
TOTAL $334,880,000
Assumptions
BPP Valuation Business Personal Property (BPP) projections based on average of
taxable BPP (BPP less Freeport Exemptions) of five existing industries
in immediate area of TIRZ. Actual existing BPP equals 191 % of real
value. Conservative BPP projections of 150% on Industrial and Rail-
served sites and 50% on Mixed-use commercial sites used in
Feasibility Plan.
TABLE 3
13
Exhibit D
TABLE 4
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
TIRZ ROLL BACK VALUATION, $M
YEAR ROLLBACK
VALUE
2012
2013 $1.44
2014 $2.16
2015 $2.88
2016 $3.60
2017 $3.60
2018 $3.60
2019 $3.60
2020 $3.60
2021 $3.60
2022 $3.60
2023 $3.60
2024 $3.60
2025 $3.60
2026 $3.60
2027 $3.60
2028 $3.60
2029 $3.60
2030 $3.60
2031 $3.60
2032 $3.60
2033 $3.60
2034 $3.60
2035 $3.60
2036 $3.60
TOTAL $82,080,000
Assumptions
Rollback Value Rollback value is based on one-time assessment of land removed from Ag
Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of
$724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778.
Example - Rollback paid on 2009, 2010, 201 l, 2012 and 2013. Revenues from 2012 and
Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities.
TIRZ fund benefits from Rollback for those years the TIRZ has been established.
14
Exhibit D
TABLE 5
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
TOTAL INCREASE VALUATION, $M
TOTAL TOTAL TOTAL
DEVELOP- CUMULATIVE
YEAR LAND ANNUAL CUMULATIVE ROLLBACK
MENT VALUATION VALUATION ROLLBACK
2012
2013 $0.72 $0.72 $0.72 $1.44 $2.16
2014 $11.59 $0.72 $1231 $13.03 $2.16 $14.47
2015 $11.59 �p 72 $1231 $2534 $2.88 $27.50
2016 $11.59 �p 72 $1231 $37.65 $3.60 $40.53
2017 $11.59 �p 72 $1231 $49.96 $3.60 $53.56
2018 $11.59 $0.72 $1231 $6227 $3.60 $65.87
2019 $11.59 $0.72 $1231 $74.58 $3.60 $78.18
2020 $11.59 $0.72 $1231 $86.89 $3.60 $90.49
2021 $11.59 $0.72 $1231 $9920 $3.60 $102.80
2022 $11.59 �p 72 $1231 $111.51 $3.60 $115.11
2023 $11.59 $0.72 $1231 $123.82 $3.60 $127.42
2024 $11.59 �p 72 $1231 $136.13 $3.60 $139.73
2025 $11.59 �p 72 $1231 $148.44 $3.60 $152.04
2026 $11.59 �p 72 $1231 $160.75 $3.60 $16435
2027 $11.59 �p 72 $1231 $173.06 $3.60 $176.66
2028 $11.59 $0.72 $1231 $18537 $3.60 $188.97
2029 $11.59 $0.72 $1231 $197.68 $3.60 $20128
2030 $11.59 �p 72 $1231 $209.99 $3.60 $213.59
2031 $11.59 $0.72 $1231 $22230 $3.60 $225.90
2032 $11.59 $0.72 $1231 $234.61 $3.60 $23821
2033 $11.59 �p 72 $1231 $24692 $3.60 $250.52
2034 $11.59 $0.72 $1231 $25923 $3.60 $262.83
2035 $11.59 �p 72 $1231 $271.54 $3.60 $275.14
2036 $11.59 $0.72 $1231 $283.85 $3.60 $287.45
TOTAL 266,570,000 $17,280,000 $283,850,000 $82,080,000
15
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
CITY OF DENTON REVENUES/CONTRIBUTIONS $K
CITY REVENUE CITY TIRZ CONTRIBUTION
CUMULATIVE CONTRIBUTION CUMULATIVE
YEAR REVENUE $K REVENUE $K $g CONTRIBUTION
$K
2012
2013
2014 $23.85 $23.85 $5.97 $5.97
2015 $173.29 $197.14 $41.92 $47.89
2016 $322.72 $519.86 $77.87 $125.76
2017 $472.16 $992.02 $113.81 $239.57
2018 $623.58 $1,615.60 $147.78 $38735
2019 $775.00 $2,390.60 $181.74 $569.09
2020 $926.43 $3,317.03 $215.70 $784.79
2021 $1,124.73 $4,441.76 $260.52 $1,045.31
2022 $1,282.74 $5,724.50 $295.96 $1,341.27
2023 $1,440.74 $7,16524 $331.40 $1,672.67
2024 $1,598.75 $8,763.99 $366.84 $2,039.51
2025 $1,756.76 $10,520.75 $402.28 $2,441.79
2026 $1,914.77 $12,435.52 $437.72 $2,879.51
2027 $2,072.78 $14,50830 $473.16 $3,352.67
2028 $2,230.79 $16,739.09 $508.60 $3,861.27
2029 $2,388.79 $19,127.88 $544.04 $4,405.31
2030 $2,546.80 $21,674.68 $579.48 $4,984.79
2031 $2,704.81 $24,379.49 $614.92 $5,599.71
2032 $2,862.82 $27,24231 $650.36 $6,250.07
2033 $3,020.83 $30,263.14 $685.80 $6,935.87
2034 $3,178.84 $33,441.98 $721.24 $7,657.11
2035 $3,336.84 $36,778.82 $756.68 $8,413.79
2036 $3,494.85 $40,273.67 $792.12 $9,205.91
2037 $3,652.86 $43,926.53 $827.56 $10,033.47
TOTAL $43,926,530 $10,033,470
TABLE 6
16
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
DENTON COUNTY REVENUES/CONTRIBUTIONS, $K
COUNTY REVENUE COUNTY TIRZ CONTRIBUTION
CUMULATIVE CONTRIBUTION CUMULATIVE
YEAR REVENUE $K REVENUE $K $g CONTRIBUTION
$K
2012
2013
2014 $7.34 $7.34 $0.82 $0.82
2015 $67.40 $74.74 $14.75 $15.57
2016 $127.46 $202.20 $28.68 $4425
2017 $187.53 $389.73 $42.60 $86.85
2018 $249.62 $639.35 $56.53 $14338
2019 $311.72 $951.07 $70.46 $213.84
2020 $373.82 $1,324.89 $84.39 $29823
2021 $482.51 $1,807.40 $108.74 $406.97
2022 $550.84 $2,35824 $124.15 $53112
2023 $619.52 $2,977.76 $139.55 $670.67
2024 $688.20 $3,665.96 $154.96 $825.63
2025 $756.89 $4,422.85 $170.36 $995.99
2026 $825.57 $5,248.42 $185.77 $1181.76
2027 $894.26 $6,142.68 $201.17 $1382.93
2028 $962.94 $7,105.62 $216.58 $1599.51
2029 $1031.63 $8,13725 $231.98 $1831.49
2030 $1100.31 $9,237.56 $247.39 $2078.88
2031 $1169.00 $10,406.56 $262.79 $2341.67
2032 $1237.68 $11,64424 $278.20 $2619.87
2033 $1306.37 $12,950.61 $293.61 $2913.48
2034 $1375.05 $14,325.66 $309.01 $3222.49
2035 $1443.73 $15,76939 $324.42 $3546.91
2036 $1512.42 $17,281.81 $339.82 $3886.73
2037 $1581.10 $18,862.91 $355.23 $4241.96
TOTAL $18,862,910 $4,241,960
TABLE 7
17
Exhibit D
TABLE 8
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
TIRZ FUNDING FROM CITY AND COUNTY
CITY COUNTY TOTAL TIRZ CUMULATIVE
YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ
$K $K �K CONTRIBUTIONS
$K
2012
2013
2014 $5.97 $0.82 $6.79 $6.79
2015 $41.92 $14.75 $56.67 $63.46
2016 $77.87 $28.68 $106.55 $170.01
2017 $113.81 $42.60 $156.41 $326.42
2018 $147.78 $56.53 $204.31 $530.73
2019 $181.74 $70.46 $252.20 $782.93
2020 $215.70 $84.39 $300.09 $1,083.02
2021 $260.52 $108.74 $369.26 $1,45228
2022 $295.96 $124.15 $420.11 $ l, 87239
2023 $331.40 $139.55 $470.95 $2,34334
2024 $366.84 $154.96 $521.80 $2,865.14
2025 $402.28 $170.36 $572.64 $3,437.78
2026 $437.72 $185.77 $623.49 $4,06127
2027 $473.16 $201.17 $674.33 $4,735.60
2028 $508.60 $216.58 $725.18 $5,460.78
2029 $544.04 $231.98 $776.02 $6,236.80
2030 $579.48 $247.39 $826.87 $7,063.67
2031 $614.92 $262.79 $877.71 $7,94138
2032 $650.36 $278.20 $928.56 $8,869.94
2033 $685.80 $293.61 $979.41 $9,84935
2034 $721.24 $309.01 $1,03025 $10,879.60
2035 $756.68 $324.42 $1,081.10 $11,960.70
2036 $792.12 $339.82 $1,131.94 $13,092.64
2037 $827.56 $355.23 $1,182.79 $14,275.43
TOTAL $10,033,470 $4,241,960 $14,275,430
�'?
Legal
Schrader & Cline
Schrader & Cline
Terry D. Morgan & Assoc
Terrv D. Mor�an & Assoc
Exhibit E
Pre-TIRZ Administrative Costs
Invoice Date Amount
11/2/2012 $ 1,944.02
12/4/2012 $ 675.00
10/31/2013 $ 1,230.00
3/31/2014 $ 870.00
$ 4,719.02
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Page 26
REIMBURSEMENT AGREEMENT
Exhibit G-1
Description of Phase I Public Improvements
• Two additional lanes added to the western side of the existing pavement for Western
Boulevard from Airport Road to Jim Christal Road, all located entirely within the
existing public right-of-way for Western Boulevard, consisting of approximately 6,400
linear feet of two additional traffic lanes (16-foot and 12-foot lanes) with curbs. (Note:
Although the original long range plans for Western Boulevard included a total of six
lanes, the recent Traffic Study indicates that only four lanes total are necessary; and
accordingly, the parties acknowledge that the two additional lanes described immediately
above are the only additional lanes which Westray is responsible for constructing,
whether or not Westray proceeds with Phases II and IIL)
• Associated drainage improvements which will be located entirely within the existing
public right-of-way for Western Boulevard and shall include reinforced concrete pipe
(RCP) ranging in size from 18"to 27". There will be approximately 13 drainage inlets
(ten 20' inlets and three 10' inlets).
• Sanitary sewer line extension which will consist of an approximate 1,500 feet of 8" PVC
and an approximate 4,900' of 15" PVC pipe, all located entirely within the existing
public right-of-way for Western Boulevard.
• Waterline extension which will run from Airport Road to US 380 (University Drive) and
is approximately 10,682 linear feet of 16" ductile iron (DI) pipe, all located entirely
within the existing public right-of-way for Western Boulevard.
• Landscaping in connection with the forgoing to City standards, all located entirely within
the existing public right-of-way for Western Boulevard.
• Install traffic signals at the following intersections: (i) Western Boulevard and US 380
(University Drive), (ii) Western Boulevard and Jim Christal Road and (iii) Western
Boulevard and Airport Road.
• Street, directional and/or other signage, all located entirely within the existing public
right-of-way for Western Boulevard.
• If Westray determines that extension of low or high pressure gas pipeline is necessary or
desirable and not separately completed by applicable utility providers, then Westray may,
but is not required to, include as part of the Public Improvements for Phase I an extension
of low and/or high pressure gas line(s), all located entirely within the existing public
right-of-way for Western Boulevard or within existing easement areas previously granted
to the City of Denton.
Page 27
REIMBURSEMENT AGREEMENT
Exhibit G-1
Description of Phase I Public Improvements
In addition to the forgoing, it is acknowledged that pursuant to a separate agreement between
Westray's affiliate Westpark Group, LP and the City of Denton, certain drainage improvements
are to be constructed by the City of Denton to the East of Western Boulevard, between Western
Boulevard and the existing railroad spur (all as more particularly described therein) ("Additional
Drainage Improvements") . Westray is not responsible for constructing the Additional
Drainage Improvements but Westray or its affiliate is expected to advance funds to the City of
Denton to cover the cost to construct the Additional Drainage Improvements ("Westray
Advanced Funds"). The Additional Drainage Improvements are not part of the Public
Improvements hereunder insofar as any obligation of Westray to construct same, but they are
included in the Public Improvements hereunder insofar as the Westray Advanced Funds shall be
considered Project Costs for all purposes under this Agreement.
Page 28
REIMBURSEMENT AGREEMENT
Exhibit G-2
Description of Phase II Public Improvements
• Reconstruct Jim Christal Road and West Oak Street from Western Boulevard to the I-35
Frontage Road will consist of an approximate 6,400 linear feet of 54-feet of pavement
(four travel lanes and a center 24-foot median), all located entirely within the Expanded
Jim ChristaUWest Oak Right-of-Way (as defined in Exhibit I). There will be a 16-foot
and an 11-foot travel lane in each direction, with curbs.
• Associated drainage improvements which will be located entirely within the Expanded
Jim ChristaUWest Oak Right-of-Way and shall include approximately 8,SOO linear feet of
approximately 30" RCP pipe. There will be approximately 24 drainage inlets (sixteen
20' inlets and eight 10' inlets) and one drainage crossing improvement.
• Sanitary sewer line extension which will consist of an approximate 3,400 feet of 8" PVC
and an approximate 4,000' of 12" PVC pipe, all located entirely within the Expanded Jim
ChristaUWest Oak Right-of-Way.
• Waterline extension which will consist of 2,400 linear feet of 12" PVC and 2,000 linear
feet of 16"PVC, all located entirely within the Expanded Jim ChristaUWest Oak Right-
of-Way.
Page 29
REIMBURSEMENT AGREEMENT
Exhibit G-3
Description of Phase III Public Improvements
• Extend Precision Drive from the existing Northern terminus Northward to West Oak
Street, all located entirely within the Dedication Land (as described in Exhibit I) which
will consist of approximate 2,2001inear feet of two travel lanes with a continuous center
turn lane, and curbs.
• Associated drainage improvements which will be located entirely within the Dedication
Land and shall consist of approximately 3,3001inear feet of approximately 30" RCP pipe.
There will be approximately 9 drainage inlets (six 20' inlets and three 10' inlets).
• Sanitary sewer line extension which will consist of approximately 2,700 linear feet of 8"
PVC, all located entirely within the Dedication Land.
• Waterline extension from the northern terminus of the existing waterline located in the
existing portion of Precision Drive, extending northward to the waterline located within
Jim Christal Road, consisting of approximately 4,000 linear feet of 12" PVC, all located
entirely within the Dedication Land.
Page 30
REIMBURSEMENT AGREEMENT
Exhibit H-1
Cost Schedule for Phase I
�"�as� 1-INest�rm ��vd. Pav�ng, C�u�a�mag�, Wa#�r and S�wer
Hard Canstructian Casts
sA+'estern Blvd qaving[Tudo additidnal lanes� $ I.,542,229
tiN'estern Blvd. Starm Grainage $ 85,7.33
tiN'estern Blvd. Sanitary Se�sder $ 30���3,430���
5N'estern Blud. S^Jater $ t,38�7,570���
Traffic Signals $ -
ir'�desternf380��� $ L20y640���
ir'�desternflG $ ia0y640���
6N'esternfAarpdrt $ iad,Ga6
Landscaping/Irrigation $ Sd,Ga6
Entry Mrnument $ 50��,60�0��
Additi�na) Orainag:e Impr�vements $ 350���,60�0���
Gas $ 50��,60��0���
Ta3al Hard Cast�:s $ 4,i72,90���2
S�n�t� Costs
Engineering
Administratiye
Permits/�ees
ChJI Fee
Insurance
Landscape Architect.
Tntal S�n#t� Cnsts
Ca�ntingency
'�o#a� Phase 1 �"a-crjeet Cas#s
�S��GO1B#�C�'Fl#EB"�5� 4C1 �'�'185�' �'i4��lEC� �4��5�5*
$ 236,60�0..
$ 25,60,p...
$ 34,60'0�..
$ LS{1��,60'0���
$ 25,fYL�i
$ 30���,60��0���
$ Sad,Ga6
$ 42Qy5�6i.
$ 5,693,463
$ 2,Sa0��,640...
�`RCtual Interest udill depend dn the availability df funds in the Tax Increment Fund and the timing af disbursements from the Tax Increment �und td +Arestrayfor
reimbursement df L+erified Pra;iect Gdsts. This estimate is used anlyto illustarte possnb8e Interestthat �.�ill be incurred and is ndt a maximum ar minimum amdunt.
Page 31
REIMBURSEMENT AGREEMENT
Exhibit H-2
Cost Schedule for Phase II
�'F�ase 11 - J�re� C�is#a1flRVest l7ak 5#. Pav�ng, C�ra�nage ao�d aar�n#ary ��urer
Hard Canstruct.io�n Cost:s
lim Ghris#aI/51d'est �ak �'aving
lG�'�^Jd 5tdrm �rainage
lG/'�N'd Sanitary 52�w��er
lG1'SN'd SN'ater
Traffic Signals
's^Jest. dak/I-355B
's^d'est. dakl`�-35�16�
YPJest. aak�`Precisean
La n d s ca p i ng�5 rrigati o n
Entry Pvldnument.
Eled�.rocity
Gas
Tatal Hard Casts
$ 2,SO...S,SSf1...
$ 3d3,906
$ �8�2,28-0...
$ 514,8�0..
3By60'0�..
30��,60��0���
ia0��,640���
30���,600���
S�oft� Cos.ts
Engine2ring $ L50���,600���
Administrative $ 25,60�0��
Permits/�ees $ 25,60�0���
CPV1 Fee $ 84,6A�
Insurance $ 25,60��0���
Landscape Architect $ 1o�yd0��0���
Tatal S�n#t� Cnsts. $ 319,6A:1t
Cc�nt�ingency $ 455,i8�3
�4#B� P�"iBSe �I C45#S
� s,ao�,ai3
Est�Fina#ed In#e�-est oe� �"hase 11 P�aject Gcrs#s* $ I,iaa,caa
"Actual Interest aJiII depend on the availahilit:y of funds in the Tax Increment Fund and the timing of dis6ursements from the Tax Increment �und to tiPd'estrayfor
reim6ursement df Verified Pra;ject Gdsts. This es#imate is used anlyto illustarte poss66le Interest.that �r�ill 6e incurred and is ndt. a maximum ar minimum amdunt.
Page 32
REIMBURSEMENT AGREEMENT
Exhibit H-3
Cost Schedule for Phase III
�"�as� 111- Pr�c�snoo� C�u-�v� Pav�ng, C�a-a�nag� V4�a#ea- amd San6#a�ry S�w�r
Hard Canstructian Costs
Precis�on Orove Paving
Precisidn Storm Orainage
Precision 5anitary 5e4�+er
Precisi�n 4Uater
Trafic5agnals
AArport/�akota
Rirport�precisan
AArpor[f1-355B
AArpor[fB�dnnie Brae
Le n d s ca p a ng�5 rrigati o n
Entry Pvl�nument.
Electricity
Gas
Tatal Hard Casts
S�o$t Costs
Engineering
Administratiue
�erm�tsj�ees
c�n �ee
Insurance
Landscape Architect.
Tatal S�o$t Casts
Cantingency
�4#B� �'�`iBS� ��� �45tS
Est��mated Inte�est o¢� P�ase 11 P�aject Gosts*
$ 657,606
$ 5.33,8E�...
$ SS,�O
$ 21Q...,t2i.
$ 80.,,60'0�..
$ SO.,,d0��0�..
$ SOy60��0�..
$ Sd,Ga6
� 50��,60�0��
� -
� -
$ 30.,,60'0�..
$ t,d52,fi2i.
� Sfly�O,p,.
S 1Q.y60'0,.
S 1Qy�0'0,.
g so,aoo
S ia,aao
$ 10��,640���
$ i40��,60�0��
$ L59,262
$ t,75S,88�3
� zao,aoo
�`RCtual Interest udill depend dn the availability df funds in the Tax Increment Fund and the timing af disbursements from the Tax Increment �und td +Arestrayfor
reimbursement df L+erified Pra;iect Gdsts. This estimate is used anlyto illustarte possnb8e Interestthat �.�ill be incurred and is ndt a maximum ar minimum amdunt.
Page 33
REIMBURSEMENT AGREEMENT
Exhibit I
Easement Areas
All Public Improvements will be located in existing easements, land owned by the City and/or
public rights-of-way, except for the following:
The Additional Drainage Improvements will be located in the area described on Exhibit
I-1 hereto ("Draina�e Easement Area"), and Westray shall cause a drainage easement
instrument to be executed and recorded covering such area, and all Additional Drainage
Improvements will be located in such area.
If Westray elects to proceed with the Phase II Public Improvements, Westray will cause
up to 25 feet of land to be dedicated on both sides of Jim Christal Road and West Oak
Street (for those portions extending from Western Boulevard to the I-35 Frontage Road
only) (the existing right-of-way for Jim Christal Road and West Oak Street as expanded
by the additional dedications described immediately above may be collectively referred
to as the "Ex�anded Jim ChristaUWest Oak Ri�ht-of-WaX").
• If Westray elects to proceed with the Phase III Public Improvements, Westray will cause
the strip of land shown on Exhibit I-2 attached hereto (running North-South from the
existing Northern terminus of Precision Drive Northward to West Oak Street)
("Dedication Land") be publically dedicated, and all Phase III Public Improvements will
be located within such area.
Page 34
REIMBURSEMENT AGREEMENT
Exhibit I-1
Drainage Easement Area
SITUATED in the City of Denton, Denton County, Texas, and being a strip of land in the J. PERRY
SURVEY, Abstract No. 1040, and being across a portion of LOT 2A, BLOCK A, PHASE 2, WESTPARK
ADDDITION, as shown on plat thereof recorded under Denton County Clerk's (Clerk's) File No.
2011-116, and said strip being more fully described as follows:
BEGINNING at an "Arthur Surveying Company" 5/8" iron rod found in place for the northwest
corner of Lot 1, Block 1, R. D. Wells Interchange, shown on plat thereof recorded in Cabinet Y,
Page 619, of the Denton County Plat Records, said point being 0.54 foot South 89 degrees East
from the east line of that certain railroad spur easement described in Assumption of Easement
Rights to BC Rail Spur, L. P. recorded under Clerk's File No. 2007-12766;
THENCE South 1 degree, 13 minutes, 25 seconds West with a common line between said Lot 1
and said Lot 2A, and generally along said east line of rail spur easement, 89.02 feet;
THENCE South 66 degrees, 20 minutes, 55 seconds West across said Lot 2A, 681.33 feet to a point
in a west line of said Lot 2A and the east line of Western Boulevard (variable width right-of-way)
as described in instrument recorded under Clerk's File No. 2007-81316, said point being 20.92 feet
North 8 degrees, 32 minutes, 55 seconds East from an "RPLS 1640" capped 5/8" iron rod set for
the end of a curve in said west line and east right-of-way line;
THENCE North 8 degrees, 32 minutes, 55 seconds East with said west line of Lot 2A and east line
of Western Boulevard, 171.99 feet;
THENCE easterly across said Lot 2A, the following courses and distances:
North 84 degrees, 03 minutes, 30 seconds East, 149.69 feet;
North 66 degrees, 20 minutes, 55 seconds East, 442.91 feet; and,
South 88 degrees, 50 minutes, 30 seconds East, at 45.31 feet crossing said east line
of rail spur easement and continuing in all 45.85 feet to the PLACE OF BEGINNING,
and containing 1.6234 acres.
Page 35
REIMBURSEMENT AGREEMENT
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Exhibit I-2
Dedication Land
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REIMBURSEMENT AGREEMENT
s:AIegal\our documents\miscellaneousU4\atmos agenda information sheet.doc
AGENDA INFORMATION SHEET
AGENDA DATE: May 13, 2014
DEPARTMENT: Legal Department
ACM: Anita Burgcss
SUBJECT: Consider approval of a resolution by the City of Denton, Texas denying an increase
in rates requested by ATMOS Energy Corporation — Midtex Division, submitted on or about
February 28, 2014 under the rate review mechanism; finding ATMOS' request unreasonable;
directing ATMOS Energy to reimburse the City's rate-case expenses; authorizing the City's
participation in appeals ATMOS may take denying its requested increase; requiring delivery of
the resolution to the company and the City's special counsel; finding that the meeting complied
with the Open Meetings Act; making other findings and provisions related to the subject; and
declaring an effective date.
BACKGROUND: The City is a member of the Atmos Texas Municipalities (ATM). The ATM
group was organized by a number of municipalities served by Atmos and has been represented
by the law firm �f Herrera & Boyle, PLLC (through Mr. Alfred R. Herrera). ATM also retained
the services of a consulting firm, Utilitech, Inc. (Mr. Mike Brosch and Mr. Steve Carver) to
assist in reviewing an application submitted by the Atmos Energy-Mid-Tex Division (Atmos)
that seeks to increase its rates and change its rates. Both Herrera & Boyle, PLLC and Utilitech,
Inc. have participated in prior rate cases involving Atmos and have extensive knowledge and
experience in rate matters affecting Atmos' rates, operations, and services.
HISTORY OF PRIOR RATE INCREASES
General Rate Case (Approved December 2012)
In January 2012, Atmos sought an increase of about $49.1 million. Ultimately, the ATM cities
and Atmos were not able to reach agreement on an increase and Atmos filed an appeal to the
Railroad Commission of Texas. The Railroad Commission approved an increase of about $24.1
million, representing an increase in revenue of about 7%
Prior Increase Under the RRM (July 2013)
In the summer of 2013, Atmos and ATM entered into an agreement that approved a revised Rate
Review Mechanism (RRM). The RRM approved in the Summer of 2013 is the third iteration of
that rate-setting mechanism.
Less than a year ago, on or around July 15, 2013, Atmos submitted a request to increase rates
under the RRM. Atmos requesied an increase in rates on a system-wide basis of $22.7 million,
which is an increase of about 5%. Following a series of settlement negotiations between Atmos'
experts and ATM's experts, Atmos agreed to an increase of $16.6 million, an increase in revenue
of about 3.7%.
s:Uegal\our documcnts\miscellaneousU4\atmos agenda information sheet.doc
RATE REVIEW MECHANISM
On February 28, 2013, Atmos initiated a ratemaking proceeding with cities in the coalition
known as the Atmos Texas Municipalities (ATM) by submitting an application to increase its
revenue by about $45.6 million and to change its rates to collect that increase in revenue. An
increase of $45.6 million represents an increase of about 9.2% in annual base-rate revenue. The
increase for an average customer is as follows:
Residential Customer: $2.02/month (9.96%) in base rates.
Commercial Customer: $2.16/month (10.16%) in base rates.
Industrial/Transportation Customer: $53.65/month (10.29 %) in base rates.
ATM retained the law firm of Herrera & Boyle, PLLC (H&B) as Special Counsel and the
consulting firm of Utilitech, Inc. (Utilitech) to review Atmos' filing. After an extensive review
of Atmos' request to increase its revenue and change its rates, on about April 10, 2014, ATM's
Special Counsel and consultants concluded Atmos merited an increase of no more than about
$26.6 million. Special Counsel's and the consultants' assessment was preliminary and excluded
additional downward adjustments to Atmos' request that are not included in the $26.6 million
amount because of the amount of time to review Atmos' request and because of then-outstanding
responses to requests for information submitted to Atmos by ATM's Special Counsel.
The basis for ATM's consultants' preliminary assessment that Atmos warranted at most an
increase of $26.6 million is based on numerous exclusions of costs or rejection of accounting
practices for which Atmos failed to carry its burden of proof that such costs or practices were
reasonable and consistent with sound ratemaking and regulatory principles. Examples of these
items included Annos' request with regard to:
• An increase in Uncollectible Revenue related to implementation of a new billing system
and unexplained cost overruns associated with implementation of the new billing system
• An increase in promotional advertising expenses unrelated to the conservation of energy
and more related to promoting Atmos' corporate image
• Atmos' Incentive Compensation program for its executives and upper management
� Inclusion in its capital accounts of items the Railroad Commission had in prior orders
excluded from Atmos' cost of service
• Atmos' use of projected costs related to medical and dental benefits
• Atmos' deferred accounting treatment of certain pension benefits
• The amount of Cash Working Capital Atmos proposed to recover from customers
• Atmos' treatment of certain federal income tax expenses including its ratemaking
treatment of accumulated deferred income tax (ADIT) reserves
• Atmos' calculation of accounting balances related to certain regulatory assets allowed
under the Railroad Commission's rules
This is not intended to be nor is it an exhaustive list of the issues identified by ATM's rate
experts. It is provided to show some of the areas in Atmos' application to change rates in which
ATM's Special Counsel and rate experts found deficiencies in Atmos' request.
s:Uegal\our documents\miscellaneousU4\atmos agenda information shect.doc
ATM's Special Counsel and consultants engaged in good-faith negotiations with Atmos to
attempt to reach a settlement of Atmos' proposed increase, but those negotiations failed to
produce an agreement.
OPTIONS: At this juncture, the ATM cities' options are as follows:
Option L To deny Atmos' requested increase and approve no increase;
Option 2. To deny Atmos' requested increase and approve an iucrease of no more than
$26.6 million, based on ATM's consultants' preliminary report; or
Option 3. To take no action and allow Atmos' proposed increase of $45.6 million and its
related rates to go into effect.
Note that under Option 1 and Option 2, Atmos has the right to appeal the ATM cities' decisions
to the Railroad Commission of Texas and pending such an appeal has the right to implement its
proposed increase of $45.6 million effective June l, 2014, subject to refund if the Cammission's
review later finds a lower amount is appropriate. Atmos has notified ATM's Special Counsel of
Atmos' intent to file an appeal of the City's decision to deny its requested increase.
RECOMMENDATION: ATM's eXperts' preliminary report suggests Atmos does not warrant
an increase of $45.6 million. Given that the ATM cities and Atmos were not able to reach
agreement on an amount by which to increase Atmos' annual revenue and that ATM's Special
Counsel and rate experts believe a much lower increase is in order, and in light of the significant
increases Atmos has obtained in the recent past, ATM's Special Counsel recommends that the
City deny Atmos' proposed increase in revenue and changes in rates.
Atmos will appeal the City's decision denying its requested increase and changes in rates to the
Railroad Commission. ATM's Special Counsel recommends that the City participate in Atmos'
appeal to the Railroad Commission and in any appeals to the courts of the Railroad
Commission's decision.
The attached Resolution also directs Atmos to reimburse ATM's rate-case expenses incurred to
date and to reimburse on a monthly basis, ATM's rate-casc expenses for any and all related
appeals.
The City should take action as soon as possible but no later than May 31, 2014.
�.'�..-�� �--���r" f�./�.�.
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J ` ' ��'-' . "����-�� ,
John M. Knight
Attachment: Resolution
s:Ucgal\our documents\resolutions\14\atmos midtex resolution-dcnial.doc
RESOLUTION NO.
A RESOLUTION BY THE CITY OF DENTON, TEXAS DENYING AN
INCREASE IN RATES REQUESTED BY ATMOS ENERGY
CORPORATION — MIDTEX DIVISION, SUBMITTED ON OR ABOUT
FEBRUARY 28, 2014 UNDER THE RATE REVIEW MECHANISM;
FINDING ATMOS' REQUEST UNREASONABLE; DIRECTING ATMOS
ENERGY TO REIMBURSE THE CITY'S RATE-CASE EXPENSES;
AUTHORIZING THE CITY'S PARTICIPATION IN APPEALS ATMOS
MAY TAKE DENYING ITS REQUESTED INCREASE; REQUIRING
DELIVERY OF THE RESOLUTION TO THE COMPANY AND THE
CITY'S SPECIAL COUNSEL; FINDING THAT THE MEETING
COMPLIED WITH THE OPEN MEETINGS ACT; AND MAKING
OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT
AND DECLARING AN EFFECTIVE DATE;.
WHEREAS, Atmos Energy Corporation-MidTex Division ("Atmos" or "Company")
filed a request with the City of Denton, Texas ("City") on or about February 28, 2014, thereby
initiating a ratemaking proceeding to increase its revenue and change its rates within the
corporate limits of the City, and specifically to increase its system-wide, annual revenue
requirement by approximately $45.7 million, which is an increase in base rates exclusive of the
cost of gas of approximately 9.2%; and
WHEREAS, the City is a regulatory authority under Utilities Code § 103.001 (more
commonly referred to as the Gas Utility Regulatory Act ("GURA")) and has exclusive original
jurisdiction over Atmos' rates, operations, and services within the City; and
WHEREAS, Section 103.021 of GURA authorizes the City to obtain information from
Atmos as necessary to make a determination of the basis for the Atmos' proposed increase in
rates in the City; and
WHEREAS, Section 103.022 of GURA provides that Atmos shall reimburse the City its
reasonable cost of engaging personnel to assist it in reviewing Atmos' application; and
WHEREAS, the City has participated in prior cases regarding Atmos as part of a
coalition of cities known as the Atmos Texas Municipalities ("ATM"); and
WHEREAS, Atmos submitted its application to increase rates under the Rate Review
Mechanism ("RRM"); and
WHEREAS, Special Counsel and experts representing ATM have analyzed the data
furnished by Atmos, sought and obtained additional data, and have interviewed Atmos'
management regarding Atmos' request to increase rates; and
WHEREAS, the City's Special Counsel and rate experts concluded that Atmos' request
to increase rates by $45.7 million is unreasonably high; and
s:Uegal\our documents\resolutionsU4\atmos midtex resolution-denial.doc
WHEREAS, the City's Special Counsel and rate experts' conclusion that Atmos' request
to increase rates by $45.7 million is unreasonably high is based on numerous elements in Atmos'
request that are inconsistent with sound rate-setting and regulatory principles; and
WHEREAS, the City's Special Counsel and rate experts participated in discussions with
Atmos to attempt to resolve Atmos' proposed change in rates and increase in revenue through
negotiations but were unable to reach agreement; and
WHEREAS, it is anticipated that Atmos will appeal the City's denial of its request to
increase rates to the Railroad Commission of Texas and possibly to the courts, thus requiring the
continued assistance of Special Counsel and rate experts in those proceedings. NOW,
THEREFORE
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION l. The findings set forth in this Resolution are hereby in all things approved.
SECTION 2. Atmos Energy Corporation-MidTex Division's request to change its rates
and to increase its revenue by approximately $45.7 million is hereby DENIED.
SECTION 3. Pursuant to Utilities Code § 103.022 and under the terms of the Rate
Review Mechanism, Atmos is hereby directed to reimburse the City's rate case expenses, as
participants in the coalition of cities known as the Atmos Texas Municipalities, for engaging
counsel, rate consultants, and other personnel in assisting the City in its investigation of Atmos'
proposed increase in rates, and is further directed to reimburse the City's rate case expenses on a
monthly basis for the City's participation in any appeal Atmos seeks of the City's denial of its
request to increase rates.
SECTION 4. This Resolution supersedes any Resolution or Ordinance previously
adopted by the City Council to the extent such previously adopted Resolution or Ordinance is
inconsistent with this Resolution.
SECTION 5. The meeting at which this Resolution was approved was in all things
conducted in compliance with the Texas Open Meetings Act, Texas Government Code, Chapter
551.
SECTION 6. If any one or more sections or clauses of this Resolution is judged to be
unconstitutional or invalid, such judgment shall not affect, impair or invalidate the remaining
provisions of this Resolution and the remaining provisions of the Resolution shall be interpreted
as if the offending section or clause never existed.
SECTION 7. A copy of this Resolution shall be sent to Atmos Energy-Mid-Tex
Division, care of Christopher Felan, Vice President of Rates and Regulatory Affairs, Atmos
Energy Corporation, 5420 LBJ Freeway, Suite 1600, Dallas, Texas 75240, and to Special
Counsel, Mr. Alfred R. Herrera, Herrera & Boyle, PLLC, 816 Congress Avenue, Suite 1250,
Austin, Texas 78701.
SECTION 8. This Resolution shall become effective from and after its passage.
2
s:\legal\our documents\resolutions\14\almos midtex resolution-denial.doc
PASSED AND APPROVED this day of , 2014.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
i
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY: �—,%, �, ��__� �,, r. ���r�
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AGENDA INFORMATION SHEET
AGENDA DATE: May 13, 2014
DEPARTMENT: Economic Development ��
ACM: John Cabrales, Jr.
SUBJECT
Consider adoption of an ordinance of the City of Denton, Texas approving a
Reimbursement Agreement between the City of Denton, the Board of Directors of the
Tax Increment Reinvestment Zone Number Two, City of Denton, Texas, and Westray
Group, LP.
BACKGROUND
On December 17, 2012, the City Council adopted Ordinance No. 2012-366 designating
and describing the boundaries of Tax Increment Reinvestment Zone Number Two
(Westpark) to provide the public infrastructure necessary to encourage development in
the largest industrially zoned area in the City.
Prior to the creation of the zone, a preliminary Project Plan, Finance Plan, and Feasibility
Study were completed with assistance from consultants Schrader & Cline (Exhibit D of
the Reimbursement Agreement). After the establishment of the Zone, Economic
Development staff and representatives from Rayzor Investments met multiple times to
define the parameters of the Reimbursement Agreement for infrastructure. Rayzor
Investments hired an engineering firm (Unitech) to work with the City's Engineering
Department to define the scope and estimated cost of the public improvements (Exhibit G
& H of the Reimbursement Agreement). During that process, a water model and a traffic
impact study had to be completed in order to determine appropriate street/traffic
improvements and water infrastructure improvements. These studies were important to
ensure that the City and Rayzor Investments understood and agreed upon the scope of the
infrastructure necessary. As such, the Project Plan (Exhibit D of the Reimbursement
Agreement) has been updated to reflect a more accurate estimate of costs associated with
the improvements.
Improvements are split into three Phases (Exhibit G of the Reimbursement Agreement).
Under this Reimbursement Agreement, Westray Group (an affiliate of Westpark and
Rayzor Investments) will be required to construct Phase I improvements within 24
months of execution of the agreement for total of approximately $5.1 million in
improvements on and along Western Boulevard (see Exhibit H of Reimbursement
Agreement for detailed description of improvements). Per the original proposal and
Project Plan, Westray Group will be eligible for reimbursement of interest at a 5%
interestrate.
Agenda Information Sheet
May 13, 2014
Page 2
The Reimbursement Agreement gives Westray Group the option to construct Phases II
and IIL However, it also gives the City the option to enter into Reimbursement
Agreements with other parties to accomplish Phases II and III, should Westray Group opt
not to construct future phases. Because the TIRZ is projected to net approximately $14
million over its 25-year term, the City would have resources available to construct the
improvements on our own, or to enter into future agreements.
PRIOR ACTION
The Economic Development Partnership Board adopted the final Project Plan, considered
this Agreement on May 6, 2014, and recommends approval6-0.
On February 4, 2014, Ordinance 2014-039 was adopted establishing TIRZ Board terms.
On December 12, 2012, Ordinance 2012-366 was adopted creating the TIRZ.
FISCAL IMPACTS
Westray Group will advance all costs for Phase I infrastructure improvements, and will
be reimbursed from TIRZ revenue.
Respectfully submitted:
�'� � � � � �� �
Aimee Bissett
Economic Development Director
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A
REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF DENTON, THE BOARD OF
DIIZECTORS OF THE TAX INCREMENT REINVESTMENT ZONE NUMBER TWO, CITY
OF DENTON, TEXAS, AND WESTRAY GROUP, LP.; AND PROVIDING AN EFFECTIVE
DATE.
THE COUNCII, OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The City Manager, or his designee, is hereby authorized to execute a
Reimbursement Agreement, in substantially the form of the Reimbursement Agreement, which is
attached hereto and made a part of this ordinance for all purposes.
SECTION 2. The City Manager, or his designee, is authorized to exercise the City of
Denton's rights and duties as set forth in the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2014.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
:•
Reimbursement Agreement
THIS Reimbursement Agreement (this "A�reement") is entered into by the City of
Denton, Texas, a home-rule Texas municipal corporation (the "Citv"), the Board of Directors of
Reinvestment Zone Number Two, City of Denton, Texas (the `Board"), and Westray Group, LP,
a Texas limited partnership ("Westrav"), to be effective as of May _, 2014 (the "Effective
Date").
ARTICLE L RECITALS
1.L WHEREAS, The City, the Board, and Westray are individually referred to as a
"Partv" and collectively as the "Parties";
1.2. WHEREAS, pursuant to the Tax Increment Financing Act, Chapter 311, Texas
Tax Code, as amended (the "Act"), on December 18, 2012, the City Council of the City (the
"Citv Council") approved and adopted Ordinance No. 2012-366, a copy of which is attached as
Exhibit A(the "Zone Ordinance"), which, among other things, (1) created, established and
designated Reinvestment Zone Number Two, City of Denton, Texas (the "Zone"), (2)
established the Board, (3) established a tax increment fund (herein, the "Tax Increment Fund";
also called the "TIF" in the below defined County Participation Agreement) into which the City,
for itself and for County, pursuant to the Act, will deposit the City's and County's respective Tax
Increments produced from the real property within the Zone, such Tax Increment deposits to be
collected and disbursed for the sole and exclusive purpose of reimbursing Westray and the City
for costs authorized by the Act, including interest accruing thereto, and (4) defined the Tax
Increment deposit obligations for the City and the County;
1.3. WHEREAS, Westray's affiliates Rayzor Investments, Ltd. and Westpark Group,
LP (collectively the "Ravzor Owners") own certain real property in Denton County, Texas (the
"Countv") within the Zone consisting of approximately 738.26 acres of land, as more particularly
described on Exhibit B(the "Ravzor Pro�ertX");
1.4. WHEREAS, the Rayzor Property lies within the City's corporate limits and the
boundaries of the Zone;
1.5. WHEREAS, the City Council finds that the contemplated development and use of
certain Public Improvements in accordance with this Agreement will significantly enhance the
value of all taxable real property in the Zone and will result in benefits to the City, its residents,
and property owners, in general and to the Rayzor Property, residents and other property owners
within the Zone;
1.6. WHEREAS, although neither Westray nor the Rayzor Owners are in the
development business and will not themselves be expected to develop any parcels, the Rayzor
Owners desire to sell tracts with the Zone so that purchasers can proceed with the development
of commercial and industrial projects on land within the Zone and, to facilitate the same,
Page 1
REIMBURSEMENT AGREEMENT
Westray and the Rayzor Owners desire that the Public Improvements be constructed as soon as
possible, even prior to the time that City can issue bonds or incur other obligations to pay the
costs of such Public Improvements;
1.7. WHEREAS, pursuant to the Act, the City and the County entered into that certain
Ta� Participation Agreement, a copy of which is attached as Exhibit C(the "Countv
Participation Agreement"), which, among other things, obligates the County to pay to the City,
for each calendar year, the County's Tax Increment due for such year, and obligates the City to
deposit such County Tax Increment deposits into the Tax Increment Fund;
1.8. WHEREAS, pursuant to the Act, on , the Board recommended to the
City Council approval of Reinvestment Zone Number Two, City of Denton, Texas, Final Project
Plan and Final Financing Plan for the Zone, a copy of which is attached as Exhibit D(the
"Final Plan");
1.9. WHEREAS, pursuant to the Act, on , the City Council approved and
adopted Ordinance No. which, among other things, approved the Final Plan and approved
and directed the execution of this Agreement;
1.10. WHEREAS, the Parties intend for the rights, duties, and obligations of the Parties
under the Zone Ordinance, County Participation Agreement, and Final Plan to be incorporated as
part of this Agreement;
1.l L WHEREAS, Terms used in this Agreement that have their initial letters
capitalized shall have the meanings given to them in the applicable Sections of this Agreement or
the Final Plan, as applicable; and
1.12. WHEREAS, the RECITALS contained in this Agreement: (1) are true and correct
as of the Effective Date; (2) form the basis upon which the Parties negotiated and entered into
this Agreement; and (3) reflect the final intent of the Parties with regard to the subject matter of
this Agreement. 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.
NOW THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
OBLIGATIONS OF THE PARTIES SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE AS FOLLOWS:
ARTICLE IL OBLIGATIONS
2.1 Incor�oration bv Reference. The rights, duties, and obligations of the Parties
under the Zone Ordinance, County Participation Agreement, and Final Plan are incorporated as
rights, duties, and obligations of the Parties under this Agreement as if fully set forth in this
Agreement.
Page 2
REIMBURSEMENT AGREEMENT
2.2 Administrative and Pre-Develo�ment Costs The parties acknowledge that City
and Westray have incurred costs for work predating the Effective Date hereof in contemplation
of and contribution to the Zone, such costs to be addressed as follows:
22.1 Pre-TIRZ Administrative Costs. The City has paid or incurred Pre-TIRZ
Administrative Costs as described on Exhibit E attached hereto. The City shall submit to
the Board (with a copy to Westray) evidence (in reasonable detail) of such Pre-TIRZ
Administrative Costs paid or incurred by the City. If the Board verifies that the City paid
or incurred the Pre-TIRZ Administrative Costs, then the City shall be reimbursed for such
verified, actual costs from the Tax Increment Fund as provided in Section 2.7.4. No
interest shall accrue on Pre-TIRZ Administrative Costs.
22.2 Administrative Costs. The City will pay or incur on an annual basis
Administrative Costs for the administration of the Zone (including costs related to the
Board). The City shall submit to the Board (with a copy to Westray) evidence (in
reasonable detail) of the actual Administrative Costs paid or incurred by the City. If the
Board verifies that the City paid or incurred the Administrative Costs, then the City shall
be reimbursed for such verified, actual costs from the Tax Increment Fund as provided in
Section 2.7.4. No interest shall accrue on such Administrative Cost.
22.3 Pre-Development Costs. Westray has paid or incurred Pre-Development
Costs as described on Exhibit F attached hereta Westray shall submit to the Board (with
a copy to the City) evidence (in reasonable detail) of such Pre-Development Costs paid or
incurred by Westray. If the Board verifies that Westray paid or incurred the Pre-
Development Costs, then Westray shall be reimbursed for such verified, actual costs from
the Tax Increment Fund as provided in Section 2.7.4. No interest shall accrue on Pre-
Development Costs.
2.3 The Public Im�rovements.
2.3.1 A�reed Sco�e of Public Im�rovements. The Public Improvements
hereunder shall be divided into three separate phases ("Phase P', "Phase IP' and "Phase
III", respectively, and collectively or generically, the "Phase s"). The Final Plan
contains descriptions of the Public Improvements for each such Phase which have been
agreed upon by the Parties. The descriptions of the Phase I Public Improvements are
contained in Exhibit G-1 attached hereto. The descriptions of the Phase II Public
Improvements are contained in Exhibit G-2 attached hereto. The descriptions of the
Phase III Public Improvements are contained in Exhibit G-3 attached hereto. Such
descriptions of the Phases are intended to be sufficient to show and identify the overall
basic configuration, layout, nature, extent, capacity, complexity, connectivity,
functionality and all other critical design and fundamental aspects of the Public
Improvements and the various components thereof for each Phase (the "A�reed
Preliminary Descri�tions").
2.32 Project Costs for Public Im�rovements. "Project Costs" as used herein
shall mean, with respect to each Phase, all costs arising in connection with the design,
Page 3
REIMBURSEMENT AGREEMENT
development and construction of such Public Improvements and shall include, without
limitation, all costs of design, engineering, materials, labor, construction, inspection and
testing, legal and other consulting fees, all payments arising under any contracts entered
into by Westray pursuant to this Agreement, all costs incurred in connection with
obtaining governmental approvals, certificates or permits (including any building permit
fees) required as a part of any contracts entered into in accordance with this Agreement
and all related legal fees incurred in connection therewith. Project Costs shall not
include, however, the cost of any land pertaining to the Public Improvements. Based on
the Agreed Preliminary Descriptions, the Parties have agreed that the maximum
anticipated Project Costs for each Phase of the Public Improvements are as set forth in
the schedule of costs and expenses attached hereto as Exhibit H-1 (for Phase I), Exhibit
H-2 (for Phase II) and Exhibit H-3 (for Phase III) (which cost schedules are also
included in the Final Plan) (collectively, the "the Cost Schedule"). The Project Costs
shown in the Cost Schedule are preliminary estimates only and Westray is not obligated
to incur or spend such amounts.
2.33 Obli�ation to Construct Public Im�rovements. Westray agrees to
construct the Public Improvements for Phase I(and such subsequent Phases of the Public
Improvements as Westray may elect as discussed below), pursuant to the final approved
Construction Plans and Specifications for such Phases, and to provide and furnish, or
cause to be provided and furnished, all materials and services as and when required in
connection with the construction of the applicable Public Improvements. Westray will
obtain all necessary permits and approvals from the City and all other governmental
officials and agencies having jurisdiction (including the approvals required under this
Agreement), provide supervision of all Phases of construction of the Public
Improvements, provide periodic reports as may be reasonably requested and required by
Board with copies to the City. Westray's obligation to proceed with the construction of
the Phase I Public Improvements is conditioned on the Parties' mutual approval of the
Construction Plans and Specifications for the Phase I Public Improvements, and all other
terms and conditions contained in this Agreement. Subject to satisfying all conditions
herein with respect to proceeding with the Public Improvements for Phase I, the Public
Improvements for Phase I may be referred to as the "Minimum Improvements".
2.3.4 Option to Construct Additional Phases. Westray may, but is not obligated
under this Agreement to, construct additional Public Improvements under Phase II and
Phase III, subject to the Parties' mutual approval of Construction Plans and Specifications
for such Public Improvements. If Westray desires to proceed with such Public
Improvements, Westray shall give written notice thereof ("Proceed Notice") to the Board
and the City of its election to proceed with the applicable Phase, in which case the Parties
shall proceed with developing Construction Plans and Specifications for the applicable
Public Improvements as provided below. The Proceed Notice for Phase II and/or Phase
III may be sent at any time during the term of this Agreement; provided, however, at any
time prior to Westray's delivery of the Proceed Notice for either such Phase, City may,
but shall have no obligation to, deliver notice (the "Alternative Builder Notice") to
Westray that City desires to proceed with the Public Improvements for such Phase
through a reimbursement agreement similar to this Agreement with another party or
Page 4
REIMBURSEMENT AGREEMENT
otherwise cause such Public Improvements to be completed through other means (the
"Alternative Build-Out"), and unless Westray delivers a Proceed Notice to the City
whereby Westray elects to build such Public Improvements itself pursuant to the
provisions of this Agreement within thirty (30) days after the Alternative Builder Notice
is sent, then the City may proceed with the Alternative Build-Out and Westray will have
no further right to send a Proceed Notice for such Public Improvements so long as the
City actually proceeds and diligently pursues completion of such Public Improvements
pursuant to such Alternative Build-Out. Subject to the express terms hereof for
reimbursement of Project Costs to Westray for Phase II and Phase III Public
Improvements if Westray sends Proceed Notices with respect thereto, City has no
obligation to construct the Public Improvements for Phase II or Phase III or to provide for
any Alternative Build-Out or to reimburse any other party for costs relating thereto (other
with respect to rights assigned to a permitted assignee of Westray as permitted under
Section 2.11 below).
2.3.5 Construction Plans and Specifications. The Agreed Preliminary
Descriptions will be utilized as the basis upon which detailed construction plans and
specifications (suitable for purposes of obtaining applicable permits and bidding out
specific work) for the Public Improvements for each applicable Phase will be developed
(the "Construction Plans and Specifications"). The Parties agree to act reasonably and in
good faith in developing and approving the Construction Plans and Specifications for
each applicable Phase. Westray shall prepare or cause to be prepared proposed
Construction Plans and Specifications for the applicable Public Improvements for
presentation to the Board and City prior to the commencement of construction or
implementation of the Public Improvements for any Phase, which proposed Construction
Plans and Specifications must be submitted to and approved by the City and all other
regulatory authorities having jurisdiction, and shall be in accordance with the City's
development regulations, as set forth in the Denton Development Code, as amended, and
all other applicable ordinances, regulations, and procedures of the City, as amended.
Once the City and Board have approved Construction Plans and Specifications for any
Phase of the Public Improvements, no changes thereto can be made without the express
written approval of the City, the Board and Westray. Westray will proceed in developing
Construction Plans and Specifications for the Phase I Public Improvements promptly
after the full execution of this Agreement. Westray need not proceed in developing
Construction Plans and Specifications for the Phase II and/or Phase III Public
Improvements unless and until the Proceed Notice for such applicable Phase is given.
2.4 Convevance of Easements. Except as provided immediately below, the parties
acknowledge that all Public Improvements will be located within existing City right-of-way or
other property owned by the City, and accordingly, it is expected that only limited easement
and/or land dedication rights will be necessary with respect to the Public Improvements. The
only areas in which Public Improvements will actually be located on Rayzor Property and not
within existing City right-of-way or other property owned by the City, and accordingly in which
the City will need perpetual easement or land dedication rights to own and maintain the Public
Improvements, are those areas specifically identified in Exhibit I(the "Easement Areas"). Upon
completion of the Public Improvements for any Phase and in connection with the dedication
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REIMBURSEMENT AGREEMENT
thereof to the City as discussed below, Westray shall cause the Rayzor Owners (as applicable) to
grant permanent easement rights and /or dedicate land within any Easement Areas that are
applicable to the Public Improvements so completed and located on Rayzor Property (if
easement or dedication rights have not already been granted to the City in such areas). The
Parties agree to diligently negotiate and pursue applicable agreements for easements, dedications
and/or rights-of-way which are necessary within the Easement Areas pursuant to applicable
instruments in form and substance reasonably satisfactory to the Rayzor Owners and the City,
and consistent with easement or other applicable instruments historically completed between the
Rayzor Owners and the City ("Im�rovement Easement(s)"); provided, however, that any
agreement between City and Westray concerning such easements, rights-of-way or similar
property interests shall be effective only by the delivery of executed instrument to be made of
record; and provided, further, that no Improvement Easements (and no obligation to convey the
same) are agreed to or given except as expressly provided above. Without limitation, neither
Westray nor the Rayzor Owners shall have any obligation to grant any easement rights in any
areas outside of the Easement Areas. With respect to any Public Improvements located on or
adjacent to property owned by the City, the City shall grant Westray, at no cost, all required
temporary construction and access easements reasonably necessary to install the Public
Improvements. Further, with respect to Public Improvements to be located on lands other than
the Rayzor Property and City right-of-way or other lands owned by the City, it shall be the City's
responsibility to obtain necessary easement rights in such areas for the location of the Public
Improvements.
2.5 Construction and Com�letion. Westray is authorized to proceed with the
construction of the Public Improvements for any Phase upon the approval of Construction Plans
and Specifications therefor by the Board and the City, and Westray's obtaining all applicable
construction and related or similar permits, as applicable (the "Applicable Permits"), from all
applicable governmental authorities. Notwithstanding anything herein to the contrary, Westray
may elect to terminate this Agreement at any time prior to the issuance of a building permit for
the Phase I Public Improvements and commencement of construction thereunder, by giving City
written notice of termination. In such case this Agreement will be null and void and of no
further force and effect.
2.5.1 Advancement of Costs. Westray will advance sufficient funds to pay all
Project Costs incurred for each applicable Phase of the Public Improvements as such
costs become due and payable.
2.52 Completion. Following the completion of each Phase of the Public
Improvements and the acceptance thereof by the City (as evidenced by a"Certificate of
Completion" to be issued by the City acknowledging that the Public Improvements have
been completed in accordance with the terms of this Agreement), Westray shall convey
the Public Improvements to the City and grant applicable easement rights in the
applicable Easement Areas by an Improvements Easement reasonably acceptable to both
parties and consistent with the provisions of Section 2.4 above. Conveyance of
applicable Public Improvements to the City shall include an assignment of all
contractors' warranties, if any, and shall be without recourse to Westray. Prior to the
acceptance of such conveyances by the City, Westray shall provide the City with releases
Page 6
REIMBURSEMENT AGREEMENT
from all prime contractors, major subcontractors, and major suppliers who have provided
labor and materials for the Public Improvements showing that they have been paid in full
for such labor and materials. City shall issue the Certificate of Completion so long as
Westray complies with the provisions contained above.
2.53 Verification of Project Costs. Upon receipt of a Certificate of Completion
for Public Improvements, Westray shall submit to the Board (with a copy to the City)
evidence (in reasonable detail) of the actual Project Costs of such Public Improvements
paid or incurred by Westray ("Project Costs Submittal"). If the Board verifies that
Westray paid or incurred the Project Costs, then Westray shall be reimbursed for such
actual Project Costs, plus Interest thereon (as provided below), from the Tax Increment
Fund as provided in Section 2.7.4. The Board shall at all times act reasonably and in
good faith in verifying Project Costs incurred or paid by Westray and shall, with in thirty
(30) days after the Project Costs Submittal, issue a written confirmation of its approval of
the Project Costs submitted for verification ("Confirmation of Verified Costs" and the
Project Costs so verified, the "Verified Project Costs") and/or deliver to Westray written
notice of its refusal to verify any such Project Costs so submitted specifying in reasonable
detail which Project Costs it is refusing to verify and the grounds for such refusal
("Verification Denial" and the Project Costs so denied, the "Denied Project Costs"). The
Board agrees to act reasonable and in good faith with Westray in order that Westray can
address the issues that have resulting in a Verification Denial so as to be able to resubmit
such Denied Project Costs for re-evaluation by the Board.
2.5.4 Reliance; Indemnification. The Board and the City shall be entitled to rely
on the information provided by Westray and Westray's assignees in verifying costs and
seeking reimbursement for such costs from the Tax Increment Fund and are under no
duty or obligation to independently verify the truth, accuracy, or completeness of such
information. Westray and its assignees release, hold harmless, and indemnify the Board
and the City (and their respective elected and appointed members, officers, and
employees) from any claims by third parties to the costs for which Westray or its
assignees seeks reimbursement pursuant to this Agreement.
2.5.5 Interest on Project Costs. All Verified Project Costs for which a
Confirmation of Verified Costs has been issued shall bear interest, from and after the date
the Confirmation of Verified Costs was issued until repayment of such Project Costs, at
the rate of five percent (5%) per annum ("Interest"). Interest shall be calculated on the
basis of a year of 365 or 366 days, as applicable, and the actual days elapsed (including
the first day but excluding the last day). The anticipated Interest to be paid on the Project
Costs is shown in the Cost Schedule.
2.6 Reimbursement of Verified Project Costs. Upon issuance of a Confirmation of
Verified Costs, and subject to the priority of payments as set forth in Section 2.7.4 below, City
shall begin repaying Verified Project Costs, plus Interest thereon, to Westray to the full extent of
available funds in the Tax Increment Fund, and shall continue such repayment until all such
amounts are repaid in full.
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REIMBURSEMENT AGREEMENT
2.7 Tax Increment Fund. The City shall create and fund the Tax Increment Fund in
accordance with the Zone Ordinance and the Participation Agreement.
2.7.1 Tax Increment. Pursuant to the Zone Ordinance and the Participation
Agreement, and in accordance with Section 311.012 of the Texas Tax Code, Ch. 311,
Tax Increment Financing Act: (i) the "Tax Increment Base" for the Zone shall be the
appraised value of all real property located within the Zone for calendar year 2012, (ii)
the "Ca�tured A�raised Value" shall be the total appraised value of all real property
located within the Zone for any calendar year after 2012, less the Tax Increment Base,
(iii) the City has agreed to pay into the Tax Increment Fund, for each calendar year after
2012, an amount calculated as a millage rate per $100 of Captured Appraised Value in
the Zone for such year that equals 40% of the City's tax rate for such year and (iv) the
County has agreed to pay into the Tax Increment Fund, for each year after 2012, an
amount calculated as a millage rate per $100 of Captured Appraised Value in the Zone
for such year that equals 40% of the County's tax rate. The amounts to be paid into the
Tax Increment Fund by the City and County, respectively, under items (iii) and (iv)
above for any year, are referred to herein as the "Tax Increment" for such year.
2.72 De�osit of Tax Increment. For each year beginning with the 2013
calendar year and each calendar year thereafter, the City shall deposit its Tax Increment
for such calendar year into the Tax Increment Fund, which payment shall be made not
later than ninety (90) days after the delinquency date for property taxes assessed and due
for such year. The City shall invoice the County for the County's Tax Increment owed
for each such year no later than 30 days after the delinquency date for property taxes
assessed and due for such year, and cause the County to pay such Tax Increment to the
City not later than ninety (90) days after the delinquency date for property taxes assessed
and due for such year, and City shall promptly upon receipt thereof deposit such amounts
into the Tax Increment Fund.
2.7.3 Se�arate Account. The City shall maintain the Tax Increment Fund as a
segregated account which shall not be commingled with any other funds of the City. The
Tax Increment Fund shall be invested in the same manner as other municipal funds, and
all interest earned shall be part of the Tax Increment Fund.
2.7.4 Disbursements. The City shall only make disbursements from the Tax
Increment Fund for the purposes and in the priority set forth below. Disbursements shall
be made from the Tax Increment Fund no less frequently than biannually each May 15tn
and November 15th beginning in calendar 2014, but not prior to the Effective Date hereof,
and subject to the terms and conditions of this Agreement. Disbursements from the Tax
Increment Fund shall be made only for the following purposes and only in the following
order of priority unless otherwise approved by the City and Westray:
2.7.4.1 FIIZST, to pay all current debt service due under any outstanding
TIRZ Bonds;
2.7.4.2 SECOND to reimburse the City for Pre-TIRZ Administrative
Costs;
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REIMBURSEMENT AGREEMENT
2.7.4.3 THIRD, to reimburse the City for Administrative Costs;
2.7.4.4 FOURTH, to reimburse Westray for Pre-Development Costs;
2.7.4.5 FIFTH, to reimburse Westray for Verified Project Costs as
provided for herein;
2.7.4.6 SIXTH, to reimburse Westray for Interest on Verified Project
Costs, as provided for herein; and
2.7.4.7 SEVENTH, to reimburse Westray for the costs of additional public
improvements (beyond Phases 1- 3), if any, approved by amendments to the
Final Plan.
2.7.5 The City shall maintain complete books and records showing all deposits
to and disbursements from the Tax Increment Fund, which books and records shall be
kept in accordance with generally accepted accounting principles as applied to Texas
municipalities. Such books and records shall be available for examination and copying by
Westray during normal business hours. The City shall maintain such books and records
throughout the term of this Agreement and for two years thereafter, or such longer period
as may be required by law.
2.8 Conditions of Reimbursement. The City shall not make disbursements from the
Tax Increment Fund to reimburse Westray for any Project Cost or pay interest on any Project
Costs for Public Improvements constructed by Westray unless and until Westray has completed
all of the Phase I Public Improvements by not later than twenty-four (24) months from the date
final Construction Plans and Specifications have been approved hereunder and Applicable
Permits issued for the Phase I Public Improvements, subject to reasonable extensions for Force
Majeure Events (as hereinafter defined). Westray will not be liable or in breach of or default
under this Agreement for any delay or failure of performance resulting from anything beyond the
reasonable control of Westray (a "Force Majeure Event"), including, but not limited to, acts of
God; acts of civil or military authority; acts of a public enemy; war; terrorism; severe weather,
earthquakes, or floods; fires or explosions; governmental action or regulation; strikes, lockouts,
or other work interruptions or labor shortages; supplier shortages; transportation and delivery
delays; or blocked access rights (but in all cases excluding causes which can be controlled by the
expenditure of money in accordance with good business practices). So long as Westray
diligently and continuously attempts to cure the non-performance caused by the Force Majeure
Event, the time for performance shall be extended commensurate with the duration of the Force
Majeure Event.
2.9 Westray understands and agrees that all payments of Project Costs, plus Interest
where applicable, shall be made solely from the Tax Increment Fund and from no other funds of
the City or the County unless otherwise approved by their respective governing bodies, and the
Tax Increment Fund shall only be used to pay Project Costs, plus Interest, where applicable. The
City shall only pay for actual costs incurred by Westray for Project Costs, and Interest thereon,
up to the maximum Project Costs and Interest identified in Cost Schedule.
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REIMBURSEMENT AGREEMENT
2.10 Sale of Bonds. Subject to the satisfaction of conditions set forth in this Section,
the City may — but is not required to - issue tax increment bonds or other obligations ("TIRZ
Bonds"), in its sole discretion, which are secured by and payable from the Tax Increment Fund,
for the purposes of acquiring or constructing Public Improvements and/or the reimbursing
Westray for Project Costs, and to pay costs related to the issuance, sale and delivery of such
TIRZ Bonds (including, but not limited to, amounts necessary to fund a reserve fund for the
TIRZ Bonds and capitalized interest). Westray may request issuance of TIRZ Bonds by filing
with the City a list of the Public Improvements to be funded with the Bonds and the estimated
costs of such Public Improvements. The issuance of TIRZ Bonds is subject to the following
conditions:
2.10.1 The adoption of a Final Plan for the Zone by the City Council and the
Board that identifies the Public Improvements that are to be funded through TIRZ Bonds
proceeds, and the Project Costs of the Public Improvements to be so funded.
2.102 The aggregate principal amount of TIRZ Bonds issued and to be
issued shall not exceed amounts sufficient to fund the Public Improvements.
2.103 Each series of TIRZ Bonds shall be in an amount estimated to be
sufficient to fund the Public Improvements or portions thereof for which such Bonds are
being issued.
2.10.4 Approval by the Texas Attorney General of the TIRZ Bonds and
registration of the Bonds by the Comptroller of Public Accounts of the State of Texas.
2.10.5 The Rayzor Owners are current on all taxes, fees and obligations owed
by them to the City.
2. 0.6 Westray is not in default under this Agreement.
2.10.7 No outstanding TIRZ Bonds are in default and no reserve funds have
been drawn upon that have not been replenished.
2.10.8 Review and approval by the City of the plats and final Construction
Plans and Specifications for the Public Improvements.
2.10.9 The Board has certified that the costs of the Public Improvements to be
paid from the proceeds of the TIRZ Bonds are eligible to be paid with the proceeds of
such TIRZ Bonds.
2.10.10 The Public Improvements to be financed by the TIRZ Bonds have
been or will be constructed according to the approved Construction Plans and
Specifications.
2.10.11 The City's evaluation and determination that there will be no negative
impact on the City's creditworthiness, bond rating, access to or cost of capital, or
potential for liability.
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REIMBURSEMENT AGREEMENT
2.10.12 The City has determined that the amount of proposed TIRZ Bonds and
the structure, terms, conditions and timing of the issuance of the TIRZ Bonds are
reasonable for the Project Costs to be financed and the degree of development activity
within the TIRZ, and that there is sufficient security for the TIRZ Bonds to be
creditworthy.
2.10.13 The maximum maturity for TIRZ Bonds shall not exceed 30 years
from the date of delivery thereof.
2.10.14 The final maturity for any TIRZ Bonds shall be not later than 60 years
from the date of this Agreement.
2.10.15 Unless otherwise agreed to by the City, the TIRZ Bonds shall be sold
and may be transferred or assigned only in minimum denominations of $100,000 or
integral multiples of $1,000 in excess thereof; provided that the limitation on
transferability or assignment shall not apply (A) if the TIRZ Bonds are assigned a rating
of not less than rated "BBB" by Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., "Baa" by Moody's Investors Service, Inc., "BBB" by
Fitch Ratings, or an equivalent rating by a nationally recognized municipal securities
rating service acceptable to the City, and (B) upon compliance with applicable securities
laws.
2.10.16 No information regarding the City, including without limitation
financial information, shall be included in any offering document relating to TIRZ Bonds
without the consent of the City.
2.10.17 City is satisfied that the Public Improvements for which such TIRZ
Bonds are issued either have been completed or will be completed by Westray with
Westray advancing all Project Costs in connection therewith.
2.10.18 Westray agrees to provide periodic information and notices of material
events regarding Westray and Westray's activities within the Zone in accordance with
Securities and Exchange Commission Rule 15cc2-12.
2.10.19 The TIIZZ Bonds meet all requirements of Texas Tax Code Section
311.015 as amended.
2.11 Successors and Assi�ns.
2.11.1 City and the Board acknowledge that the Rayzor Owners will be selling
and conveying lots and/or tracts within the Rayzor Property ("Sale Tracts") to third party
developers, users or other persons (any such grantee being referred to as a"Ravzor
Purchaser"). Rayzor Owners shall be free to sell Sale Tracts to Rayzor Purchasers
without the need of any consent of the City or the Denton Zone. Unless a Rayzor
Purchaser is expressly designated in a recorded instrument to be a Designated Successor
(as herein after defined), then: (i) in no event shall any such Rayzor Purchaser or the Sale
Tract acquired by it be subject to or encumbered by the obligations under this Agreement,
Page ll
REIMBURSEMENT AGREEMENT
it being agreed that all such obligations are personal and those of Westray only; provided,
only, however, if an Improvement Easement has actually been executed and recorded in
the Public Records which affects the Sale Tract so sold, such Sale Tract shall be subject
to the easement rights granted under such Improvements Easement and (ii) in no event
shall any Rayzor Purchaser inure to any right to receive reimbursement of Project Costs
or Interest or any other amounts payable to Westray under this Agreement.
2.11.2 Notwithstanding the above, Westray may at its option assign its rights and
obligations hereunder, from time to time and in whole or in part, to any person or entity
that acquires all or any portion of the Rayzor Property or that has a contract right to
acquire same, but only if Westray expressly designates such person or entity to succeed
to such rights and obligations (a "Desi�nated Successor") pursuant to a written instrument
executed by Westray and recorded of public record. The assignment must be in writing,
recorded in the public records must obligate the Designated Successor to be bound by this
Agreement. A copy of the assignment shall be given to the City within 30 days after its
effective date; however, City consent to the assignment is not required. Upon the
effective date of any such assignment and notice to the City, Westray shall be released
from performing the duties or obligations that are assigned and that arise after the
effective date or the date that the City receives notice of the assignment, whichever later
occurs; however, Westray is not released from any liabilities that arose prior to the
effective date or date of notice to the City, whichever later occurs, unless the City and the
Board agree. Such assignment may include the right to receive future reimbursements in
the same manner as Westray; provided, however, Westray may retain the right to be
reimbursed for actual costs of Project Costs which are then accrued and vested in the
Westray.
2.11.3 In addition to and separate from the right of Westray to assign its rights
and obligations under this Agreement as provided above, Westray's right to
reimbursement from the Tax Increment Fund pursuant to Section 2.7.2 may be assigned,
from time to time and in whole or in part, to any person or entity without the consent of
the City but with notice to the City, including a copy of the assignment. The assignment
shall include a representation and warranty by Westray that Westray has full power and
authority to execute the assignment and that the rights assigned are not subject of any
claims by third parties. The assignment shall also provide that Westray and its assignees
agree to release, hold harmless, and indemnify the City (and its elected officials, officers,
and employees) from any claims by third parties to the rights being assigned. The right
of any assignee under this section to reimbursement from the Tax Increment Fund is
conditioned on (i) receipt of notice of assignment by the City and (ii) inclusion of the
aforementioned hold harmless and indemnity provisions in the assignment document, a
copy of which shall be provided to the City.
ARTICLE 3. REPRESENTATIONS AND WARRANTIES.
3.1 Westrav. Westray represents and warrants to the other Parties that (1) Westray is
an affiliate of the Rayzor Owners; (2) Westray has full lawful right, power and authority to
Page 12
REIMBURSEMENT AGREEMENT
execute and deliver and perform the terms and obligations of this Agreement; (3) the execution
and delivery of this Agreement has been duly authorized by all necessary actions by the Westray;
and (4) this Agreement constitutes the legal, valid and binding obligation of Westray, and is
enforceable in accordance with its terms and provisions; and (5) Westray has not assigned any
portion of its rights and obligations under this Agreement, to third parties prior to the Effective
Date hereof.
3.2 Citv. The City represents and warrants to the other Parties that (1) the City has
full constitutional and lawful right, power and authority, under currently applicable law, to
execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement
has been duly and validly authorized and approved by all necessary City proceedings, findings,
ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of City,
enforceable against City in accordance with its terms and provisions.
3.3 Board. The Board represents and warrants to the other Parties that (1) the Board
has full constitutional and lawful right, power and authority, under currently applicable law, to
execute and deliver and perform the terms and obligations of this Agreement, (2) this Agreement
has been duly and validly authorized and approved by all necessary Board proceedings, findings,
ordinances, resolutions and actions; and (3) this Agreement is a legal obligation of the Board,
enforceable against the Board in accordance with its terms and provisions.
ARTICLE IV. DEFAULT AND REMEDIES
4.1 A non-performing Party shall be in "Default" under this Agreement if such Party
fails to perform any duty or obligation under this Agreement and such failure is not cured within
30 days after written notice from any other Party (or if the failure is not reasonably capable of
being cured within 30 days, the non-performing Party does not begin to cure within such 30-day
period and thereafter continuously and diligently complete a cure at the earliest possible time).
42 If a Party is in Default under this Agreement, the other Parties shall have available
all remedies at law or in equity (including, but not limited to, injunctive relief and specific
performance) except as follows: no Default sha1L (1) entitle any Party to terminate this
Agreement; (2) relieve the City from its obligation to process and issue Certificates of
Completion for Public Improvements and Additional Public Facilities that are completed in
accordance with this Agreement; (3) relieve the Board from its obligation to verify Project Costs
for completed Public Improvements that are to be reimbursed from the Tax Increment Fund; or
(4) relieve the City from its obligation to reimburse from the Tax Increment Fund all actual
Project Costs that are verified by the Board.
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REIMBURSEMENT AGREEMENT
ARTICLE V. ADDITIONAL PROVISIONS.
5.1 Term. The term of this Agreement shall commence on the Effective Date, and
continue until the earlier to occur of: (1) the date on which the City has fulfilled its
reimbursement obligations under Section 2.7.2; or (2) the earlier expiration or termination of the
Zone pursuant to the Zone Ordinance.
5.2 Notices. Any notice required or contemplated by this Agreement shall be in
writing and shall be deemed given and received: (1) when delivered (with evidence of delivery)
by a nationally recognized delivery service (e.g., FedEx or UPS) to the address shown below
whether or not signed for by the individual to whose attention the notice is addressed; or (2)
three business days after deposited with the US Postal Service, CERTIFIED MAIL, RETURN
RECEIl'T REQUESTED, for delivery to the address shown below whether or not signed for by
the individual to whose attention the notice is addressed.
To the Citv:
Attn: Director of Economic Development
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Phone: (940) 349-8333
Fax: (940) 382-7923
With a Co�v to:
Pamela England, Real Estate Specialist
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Phone: (940) 349-8928
Fax: (940) 349-8951
To the Board:
Board of Directors of Reinvestment Zone Number Two
c/o City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Phone: (940) 349-8333
Fax: (940) 382-7923
To Westrav
c/o The Rayzor Company
Page 14
REIMBURSEMENT AGREEMENT
Attn: Philip Baker
P.O. Box 336
Denton, Texas 76202
For deliveries to a physical address, use:
400 W. Oak, Suite 200
Denton, Texas 76201
Telecopy. (940) 566-1591
Telephone: (940) 387-8711
With a Co�v to:
David M. Mellina
Mellina & Larson, P.C.
1128 Fairmount Avenue
Fort Worth, Texas 76104
Telecopy. (817) 335-1221
Telephone: (817) 335-1200
53 Amendments.
5.3.1 This A�reement. This Agreement may only be amended in writing signed
by all the Parties.
5.32 Countv Partici�ation A�reement. The City shall give Westray at least 60
days' notice of any proposed amendment to the County Participation Agreement,
including the full text of the proposed amendment. If the proposed amendment adversely
impacts the obligation of the County to pay annually to the City the County Tax
Increment for deposit into the Tax Increment Fund for the term of the Zone or if the
proposed amendment reduces the amount of the County Tax Increment, the proposed
amendment shall require the approval of Westray.
5.33 Final Plan. The City shall give Westray at least 60 days' notice of any
proposed amendment to the Final Plan, including the full text of the proposed
amendment. The Board, the City, or Westray may, from time to time, request
amendments to the Final Plan, which may be approved only upon recommendation by the
Board and the mutual agreement of the City and Westray.
5.4 Economic Incentive A�reements. For and during the term of this Agreement the
City shall not, and shall not permit the County to, enter into any agreements that would in any
way reduce the City Tax Increment (including, but not limited to, tax abatement agreements and
Texas Local Government Code "380 Economic Development A�reements") or the County Tax
Increment without the consent of Westray and the Rayzor Owners.
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REIMBURSEMENT AGREEMENT
5.5 Vested Ri_�hts. Westray expressly understands and agrees that neither this
Agreement, the Final Plan, or any approvals required under this agreement, shall be considered a
"permit," as that term is defined in Tex. Loc. Gov't Code chapter 245, nor does the Final Plan
constitute a plan for development within the meaning of the statute. Westray, for itself, its
officers, agents, employees, successors and assigns, hereby releases and holds harmless the City,
its officers, agents, consultants and employees, from any claim or cause of action asserting that
this Agreement, the Final Plan, or any approvals required under this Agreement establish a
vested right against enforcement of subsequently enacted development regulations, whether such
cause arises under Tex. Loc. Gov't Code ch. 245, as amended, or other law of the State of Texas.
5.6 Venue. This Agreement is performable in Denton County, Texas, and venue of
any action arising out of this Agreement shall be exclusively in Denton County, Texas. This
Agreement shall be governed and construed in accordance with the laws of the State of Texas.
5.7 Unenforceable Provisions. If any provision of this Agreement is held to be
invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Agreement, and this Agreement shall be considered as
if such invalid, illegal, or unenforceable provision had never been contained in this Agreement.
5.8 Counter�arts. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original and constitute one and the same instrument.
5.9 Entire A�reement. This Agreement embodies the complete agreement of the
Parties, superseding all prior or contemporaneous oral or written agreements between the Parties
and relating to subject matter of this Agreement (other than the Zone Ordinance, the County
Participation Agreement, and the Final Plan).
5.10 Exhibits; Titles of Sections, Subsections. The following exhibits are incorporated
as part of this Agreement for all purposes:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G-1
Exhibit G-2
Exhibit G-3
Exhibit H-1
Exhibit H-2
Exhibit H-3
Exhibit I
Exhibit I-1
- Zone Ordinance
- Description of the Rayzor Property
- County Participation Agreement
- Final Plan
- Pre-TIRZ Administrative Costs
- Pre-Development Costs
- Description of Phase I Public Improvements
- Description of Phase II Public Improvements
- Description of Phase III Public Improvements
- Cost Schedule for Phase I
- Cost Schedule for Phase II
- Cost Schedule for Phase III
- Easement Areas
- Drainage Easement Area
Page 16
REIMBURSEMENT AGREEMENT
Exhibit I-2 - Dedication Land
In the event of any conflict between any of the provisions of such exhibits and the provisions of
this Agreement, the provisions of this Agreement shall prevail. All titles or headings are only for
the convenience of the parties and shall not be construed to have any effect or meaning as to the
agreement between the parties hereto. Any reference herein to a Section or Subsection shall be
considered a reference to such Section or Subsection of this Agreement unless otherwise stated.
Any reference herein to any exhibit shall be considered a reference to the applicable exhibit
attached hereto unless otherwise stated.
SIGNATURE PAGES TO FOLLOW
Page 17
REIMBURSEMENT AGREEMENT
ATTEST:
Name:
City Secretary
APPROVED AS TO FORM AND LEGALITY:
Name:
Counsel for the City
STATE OF TEXAS
COUNTY OF
CITY OF DENTON, TEXAS
By:
Name:
Title:
Date:
This instrument was acknowledged before me on the day of May, 2014 by
of the City of Denton, Texas, on behalf of said city.
Notary Public, State of Texas
Page 18
REIMBURSEMENT AGREEMENT
BOARD OF DIRECTORS
REINVESTMENT ZONE NUMBER TWO
CITY OF DENTON, TEXAS
By:
Name:
Title:
Date:
STATE OF TEXAS
COUNTY OF
This instrument was acknowledged before me on the day of May, 2014 by
of the Board of Directors of Reinvestment Zone Number Two, City of
Denton, Texas, on behalf of said Board.
Notary Public, State of Texas
Page 19
REIMBURSEMENT AGREEMENT
WESTRAY GROUP, LP, a Texas
limited partnership
Rayzor Denton Management, LLC, a
Texas limited liability company
By: The Rayzor Conpany
By:
Name: Philip A, Baker
Its: Vice-President
Date:
STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on the day of May, 2014
by Philip A. Baker, Vice President of The Rayzor Company, a Texas corporation, as the sole
member of Rayzor Denton Management, LLC, a Texas limited liability company, as the sole
general partner of Westray Group, LP, a Texas limited partnership, on behalf of said limited
partnership.
Notary Public, State of Texas
Page 20
REIMBURSEMENT AGREEMENT
1lcodad\departmentsUegallour documentslordinances1121ecodevo westpazk tirz.doc
Exhibit A - Zone Ordinance
ORDINANCE NO. 2012-366
AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX
INCREMENT REINVESTMENT ZONE TWO FOR AN INDUSTRIAL DISTRICT OF
DENTON, TEXAS; ESTABLISHING THE DURATION OF THE ZONE; ESTABLISHING A
TAX 1NCREMENT FUND; ESTABLISHING A BOARD OF DIRECTORS FOR THE TAX
INCREMENT RElNVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER
MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton, Texas, (the "City"), desires to
promote the development of an industrial area within the City of Denton by the creation of a Tax
Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act,
Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and
WHEREAS, the City has called a public hearing to hear the public comments on the
creation of the proposed Tax Increment Reinvestment Zone and its benefits to the City and the
property in the proposed Tax Increment Reinvestment Zone; and
WHEREAS, notice of such public hearing was published in the Denton Record-
Chronicle, a daily paper of general circulation in the City, such publication date being not later
than seven (7) days prior to the date of the public heaxing; and
WHEREAS, such hearing was convened at the time and place mentioned in the published
notice, on the 18h day of December 2012, at 6:30 p.m., in Council Chambers of the City of
Denton, Texas; and
WHEREAS, the City, at such hearing, invited any interested person, or his/her
representative, to appear and speak for or against the creation of the Tax Increment Reinvestment
Zone ,the duration of the Tax Increment Reinvestment Zone, the boundaries of the proposed Tax
Increment Reinvestment Zone, whether a11 or part of the territory which is described in Exhibit
"A" attached hereto and depicted on the map attached hereto as Exhibit "B" should be included
in such proposed Tax Increment Reinvestment Zone, the concept of tax increment financing and
the appointment of a board of directors of the proposed Tax Increment Reinvestment Zone; and
WHEREAS, all owners of property located within the proposed Tax Increment
Reinvestment Zone and all other t�ing units and other interested persons were given a
reasonable opportunity at such public hearing to protest the creation of the proposed Tax
Increment Reinvestment Zone andlor the inclusion of their property in such; Tax Increment
Reinvestment Zone; and
WHEREAS, the proponents of the Tax Increment Reinvestment Zone offered evidence,
in favor of all of the foregoing matters relating to the creation of the Tax Increment
Reinvestment Zone, and opponents of the Tax Increment Reinvestment Zone were given the
opportunity to appear to contest creation of the zone, after which the hearing was closed; NOW,
THEREFORE,
THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The facts and recitations contained in the preamble of this ordinance are
hereby found and declared to be true and correct.
Exhibit A - Zone Ordinance
SECTION 2. The City Council, after conducting such hearing and having heard such
evidence and testimony, has made the following findings and determinations based on the
evidence and testimony presented to it:
a) The public hearing on adoption of the Tax Increment Financing
Reinvestment Zone has been properly called, held and conducted and that
notice of such hearing has been published as required by law
b) Creation of the proposed Tax Increment Reinvestment Zone with
boundaries as described in Exhibits "A" and "B" will result in benefits to
the City, its residents, and property owners, in general, and to the property,
residents and property owners in the T� Increment Reinvestment Zone.
c) The Tax Increment Reinvestment Zone, as defined in Exhibits "A" and
"B", meets the criteria for the creation of a Ta�c Increment Financing
Reinvestment Zone set forth in the Act in that:
(i) It is a contiguous geographic area located wholly within the corporate
limits of the City.
(ii) It substantially impairs or arrests the sound growth of the
municipality creating the zone or constitutes an economic or social
liability in its present condition and use because of the presence of:
a. The area has a predominance of
sidewallcs or street layout; andlor
b. Predominately open or undeveloped
platting, deterioration of structures
other factors.
defective or inadequate
and, because of obsolete
or site improvements, or
(iii) The proposed project plan includes the use of land in the zone with
access to an industrial rail spur that serves the park.
a) That 30 percent or less of the property in the proposed T� Increment
Financing Reinvestment Zone, excluding property that is publicly owned,
is used for residential purposes, which is defined in the Act as any
property occupied by a house which has less than five living units.
b) The total appraised value of all taxable real property in the proposed T�
Increment Financing Reinvestment Zone according to the most recent
appraisal rolls of the City, together with the total appraised value of
taxable real property in all other existing Tax Increment Reinvestment
Zones within the City, according to the most recent appraisal rolls of the
City, does not exceed 25 percent of the current total appraised value of
taxable real property in the City and in the industrial districts created by
the City, if any.
c) The improvements in the T� Increment Reinvestment Zone will
significantly enhance the value of all t�able real property in the Tax
Increment Financing Reinvestment Zone.
Ordinance Desienatine TIRZ
Citv of Denton, Texas
Exhibit A - Zone Ordinance
d) The development or redevelopment of the property in the proposed Tax
Increment Financing Reinvestment Zone will not occur solely through
private investment in the reasonable foreseeable future.
SECTION 3. The City hereby creates a Tax Increment Reinvestment Zone over the area
described in Exhibit "A," attached hereto and depicted in the map attached hereto as Exhibit "B,"
and such Tax Increment Reinvestment Zone shall hereafter be identified as Tax Increment
Reinvestment Zone Number Two, City of Denton, Texas (the "Zone" or "Reinvestment Zone").
SECTION 4. There is hereby established a board of directors for the Zone that shall
consist of eleven members. The board of directors of Tax Increment Reinvestment Zone Number
Two shall be appointed as follows:
a) Nine of the eleven member board shall be appointed by the City Council
as provided here within sixty (60) days of the passage of this ordinance or
within a reasonable time thereafter. All members appointed to the board shall
meet the eligibility requirements set forth in the Act. The governing body of
Denton County, which levies taxes on real property in Tax Increment
Reinvestment Zone Number Two, has the right to appoint a single board
member. Rayzor Investments, LLP the "Developer" has the right to appoint a
single board member.
b) The terms of the board members shall be two-year terms. A board member
may serve no more than three consecutive terms. At the first meeting of the
Board of Directors, the board members will draw lots to establish the
staggering of terms with 5 of the board members serving an initial tern of one
year. The City Council shall designate a member of the board to serve as
chairman of the board of directors, and the board sha11 elect from its members
a vice chairman and other officers as it sees fit.
c) The boaxd of directors shall make recommendations to the City Council
concerning the administration of the Zone. It shall prepare and adopt a project
plan and Tax Increment Reinvestment Zone financing plan for the Zone and
must submit such plans to the City Council for its approval. The board of
directors shall possess all powers necessary to prepare, implement and
monitor such project plan and financing plan for the Tax Increment
Reinvestment Zone as the City Council considers advisable, including the
submission of an annual report on the status of the Zone. Any powers not
herein delegated to the board of directors are specifically reserved to the City
Council.
SECTION 5. The Zone shall take effect immediately upon passage of this ordinance, and
the termination of the Zone shall occur on December 31, 2036, or at an earlier time designated
by subsequent ordinance of the City Council in the event the City determines that the Zone
should be terminated due to insufficient private investment, accelerated private investment or
other good cause, or at such time as all project costs and tax increment bonds, if any, and the
interest thereon, have been paid in full. The base value within the Zone is established as of
January 2012.
Ordinance Desi¢natine T[RZ
Citv of Denton, Texas
ibit A Zo Or �nance
SECTION 6. The T� Incremen ase �or'��ie one, which is the total appraised value of
all t�able real property located in the Zone, is to be determined as of December 31, 2012, the
year in which the Zone was designated a Tax Increment Reinvestment Zone.
SECTION 7. Pursuant to Section 311.013(1) of the Tax Code, the City herby deterrnines
that the following portions of the tax increment produced by the City of Denton shall be paid into
the tax increment fund for the reinvestment zone:
Jurisdiction
City of Denton
Denton County
Years
1-10
11-25
1-10
11-25
2012 Tax Rate
$/$100 Value
0.6897500
0.7197500
0.2828670
0.3128670
% of Tax Rate
,�
.�
.�
,�
SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone
which may be divided into such subaccounts as may be authorized by subsequent resolution or
ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the
Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any
subaccounts are to be maintained in an account at the City Treasurer's affiliated depository bank
of the CiTy and sha11 be secured in the manner prescribed by law for funds of Texas cities. In
addition, all revenues from the sale of any tax increment bonds and notes hereafter issued by the
City, revenues from the sale of any property acquired as part of the tax increment financing plan
and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or
subaccount from which money will be disbursed to pay project costs for the Zone or to satisfy
the claims of holders of tax increment bonds or notes issued for the Zone.
SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for
any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Ordinance.
SECTION 10. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this 18t" day of December 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
MARK A. UCr� , MAYOR
Ordinance DesiQnatin� TIRZ
Citv of Denton, Texas
Exhibit A - Zone Ordinance
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
.�
Ordinance Desi n�inR TIRZ
Ciri of Denton. Texas
Exhibit A - Zone Ordinance
EXHIBIT A
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE No. 2
BOUNDARY DESCRIPTION
TRACT No.l
BEGINNING at the southwest corner of the 9.27 acre T. Toby, Tract 4 and the north right-of-
way line of Airport Road, the POINT OF BEGINNING;
THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest
corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton Municipal
Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sabre Road;
THENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of
the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66.946 acre T. Toby, Tract
2 to the northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundaxy of the 66.946 acre T. Toby, Tract 2 to the southwest
corner of the 148.5803 acre J. Scott, Tract 1;
THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest
corner and the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast
corner and the west right-of-way of Western Blvd.;
THENCE, due east across Western Blvd. to its east right-of-way and the northwest corner of the
20.7207 acre J. Bacon, Tract 1;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the
20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15-17, the 39.999
acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21 a to the northwest corner of the 10 acre
B.b.b, Tract 21a;
THENCE, east and south along the north and east bouridary of the 10 acre B.b.b, Tract 21 a to its
southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18;
THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast
corner and the west boundary of the 43.3069 acre B.b.b, Tract 12-14;
Exhibit A - Zone Ordinance
THENCE, north along the west boundaries of the 43.3069 acre B.b.b, Tract 12-14 and the
19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the
south right-of-way of US Highway 380;
THENCE, east along the north boundary of the 19.573 8 acre B.b.b., Tract 11 and the south right-
of-way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 11;
THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the
43.3069 acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 43.3069
acre B.b.b, Tract 12-14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b,
Tract 18; '
THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast
corner of the 24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15-17 to its southeast
corner and the north right-of-way of Jim Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the northwest corner of
the 16.3051 acre J. Perry, Tract 1a;
THENCE, northeasterly, south, east, north and east along the north boundary of the 16.3051 acre
J. Perry, Tract 1 a to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest
corner of the 18.3427 acre E. Puchalshi, Tract 295;
THENCE, east along the north boundary of the 18.3427 acre E, Puchalski, Tract 295 to its
northeast corner;
THENCE, southeasterly along the east boundaries of the 18.3427 acre E. Puchalski, Tract 295
and the 10,347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of
the 31.0 acre E. Puchalski, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski,
Tract 296 to its southeast corner and the north boundary of the north part of the 31.305 acre E.
Puchalski, Tracts 527, 528, and 529;
THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts
527, 528, and 529 to its northeast corner;
Thence, southwesterly along the east boundary and west along the south boundary of the north
part of the 31305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right-of-way of
Precision Road;
�
Exhibit A - Zone Ordinance
THENCE, west across Precision Road to its west right-of-way and the southeast corner of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A,
Lot 3;
THENCE, south and west along the east and south boundary of the 5.922 acre West Park
Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre
R. D. Wells Interchange, Block 1, Lot 1(City of Denton) to the east boundary of the 173.055
acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to its southeast corner and the north right-of-way of Airport Road;
THENCE, west along the north right-of-way of Airport Road and the south boundary of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east
right-of-way of Western Blvd.;
THENCE, west across Western Blvd, to its west right-of-way and the southeast corner of the
66.946 acre T. Toby, Tract 2;
THENCE, west along the north right-of-way of Airport Road and the south boundaries of the
66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and
the 9.27 acre T. Toby, Tract 4 and the POINT OF BEGINNING.
TRACT No. 2
The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.
TRACT No.l and TRACT No. 2 contain a total of approximately 848.8 acres of which
approximately 48.5 acres are municipally owned.
`' �. :. � ,�,� �, � ; r�r
. ; x
s' �'
Exhibit A - Zone Ordinance
This map is a graphic representation prepared by the City of
Denton and is intended for use only as a reference. Data
depicted is not guaranteed for accuracy and may be subject
to revision at any time without natification. A Registered
Surveyor for the State of Texas was not consulted. Far
Survey level accuracy, supervision and certification of the
produced data by a Registered Professional Land Surveyor
for the State of Texas would need to be performed.
� 412.5825 � ,650 2,475 3,300
Fe�f
f
�
i-,
�
L�g��d
� TIRZ �oundary
�roper�y escra�ii�r�
, �r,,�;, Government
' Real Acreage Rangeland
�
1
Commercial Vacant Lot
,�,�� �
,
„ ���
_ __ Reai Farmhouse �''��'�i�
__---__�
Exhibit B
Description of the Rayzor Property
The Rayzor Property is the property described or depicted in the Final Plan; provided, however,
the Rayzor Property does not include land previously conveyed to PACCAR INC under
instrument recorded as Document No. 2014-10033 of the Official Records of Denton County,
Texas.
Page 22
REIMBURSEMENT AGREEMENT
s:llegal\our documents\ordinances\131denton co participation agr.docx
Exhibit C- County Participation Agreement
ORDINANCE NO. 2�13-�33
AN ORDINANCE ACCEPTING AN AGREEMENT WITH DENTON COUNTY TO
PARTICIPATE 1N TAX INCREMENT REINVESTMENT ZONE NUMBER TWO;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT AND TAKE
OTHER ACTIONS NECESSARY TO ADMINISTER THE TAX 1NCREMENT
REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS
RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
Texas, Tax Code, Chapter 311 ("the Act"), the Denton City Council approved Ordinance No.
2012-366 on December 18, 2012, creating, establishing and designating "Tax Increment
Reinvestment Zone Number Two, City of Denton, Texas" (hereinafter called the "TIRZ") under
the Act; and
WHEREAS, the Denton County Commissioners Court recognize that participation in the
TIRZ will have the desired effect of developing and redeveloping portions of the County to the
benefit of all taxing units which levy taxes in the TIRZ; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute an
Agreement to Participation in the Tax Increment Reinvestment Zone Number Two with Denton
County and to malce expenditures in accordance with the terms set forth in the attached
Participation Agreement.
SECTION 2. This ordinance sha11 become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: �
APPR ED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: i �1�. � - r � �
Exhibit C- County Participation Agreement
City of Denton
And
Denton County
Agreement to Participate
In
Tax Increment Reinvestment Zone, Number Two, City of Denton
THIS AGREEMENT, ("Agreement") is made and entered into by and between the City
of Denton ("the City"), a municipal corporation, and Denton County, ("the County"), Texas.
WITNESSETH:
WHEREAS, in accordance with the provisions of the Tax Increment Financing Act,
Texas, TaY Code, Chapter 311 ("the AcY'), the Denton City Council adopted an O.rd;�1a��::c �"the
Ordinance") on the 18t�' day of December, 2012, in the form attached hereto as Exhibit "A" and
incorporated herein by reference, creating, establishing and designating "Reinvestment Zone
Number Two, City of Denton, Texas" (hereinafter called the "Reinvestment Zone") under the
Act; and
WHEREAS, the City also adopted a preliminary Project Plan and Financing Plan
(collectively "the Plan") for the Reinvestment Zone in substantially the form of the Plan attached
hereto as Exhibit "B" and incorporated herein by reference; and
WHEREAS, the Act provides that each taxing unit levying taxes on real property in a
Tax Increment Reinvestment Zone (hereinafter called a"TIRZ") is not required to pay into the
Tax Increment Fund (hereinafter called a"TIF") any of its tax increment produced from property
located in the TIRZ unless such taxing unit enters into an agreement to do so with the governing
body of the municipality that created the TIRZ; and
WHEREAS, an agreement to participate in a TIRZ created under the Act may be entered
into any time before or after the TIRZ is created, and such agreement may include any conditions
for payment of the tax increment into the TIF and must specify the portion of the tax increment
to be paid into the TIF and the years for which that tax increment is to be paid into ±?�e TTF
NOW, THEREFORE, the City and the County, in consideration of the terms,
conditions, and covenants contained herein, hereby agree as follows;
Section 1. The City and the County hereby agree to pay into the TIF established by
the City for the Reinvestment Zone a percentage of the ad valorem tax collections on the
captured assessed value of real property in the Reinvestment Zone as follows and subject to the
following terms and conditions.
a. City of Denton. The City hereby agrees to pay into the TTF, forty percent (40%) of
the ad valorem tax collections on the captured assessed value of real property in the
Reinvestment Zone from the date the Reinvestment Zone is established until the
City of Denton — TIRZ #2 - Page 1 of 8
Exhibit C- County Participation Agreement
earlier of: (i) December 31, 2037, or (ii) the date on which the Plan has been fully
implemented and all project costs, tax increment bonds, interest on such tax
increment bonds and all other obligations, contractual or otherwise, payable from
the TIF have been paid in full.
b. Denton County. The County hereby agrees to pay into the TIF, forty percent
(40%) of the ad valorem tax collections on the captured assessed value of real
property in the Reinvestment Zone from the date the Reinvestment Zone is
established until the earlier of: (i) December 31, 2037, or (ii) the date on which the
Plan has been fully implemented and a11 project costs, tax increment bonds, interest
on such tax increment bonds and all other obligations, contractual or otherwise,
payable from the TIF have been paid in full. In no event will the County be liable
for payment of ad valorem tax collections on the captured assessed value of real
property in the Reinvestment Zone after December 31, 2037.
c. Soundary. The boundaries of the Reinvestment Zone are and shall be those
boundaries described in the Ordinance, or an amendment thereto revising the
boundaries duly approved by the Reinvestment Zone Board of Directors and the
City Council of the City.
d. Purpose and Pro�ram. Street, utility, drainage improvements and industrial
projects are to be constructed as nearly as possible in conformity with the Plan.
Any additions, changes, revisions or modiiications to the Plan made after the date
of this Agreement may only be made by the Board of Directors of the Reinvestment
Zone and the City Council of the City.
e. Total Taxable Value. The real property within the boundaries of the Reinvestment
Zone is to be the total taxable value as of January 1, 2012, for ad valorem tax
purposes and for establishing the tax increment base referenced in Section 311,012
of the Act.
f. Bond Limit. The Denton City Council and the Denton County Commissioners
Court shall have the authority to authorize the total principal amounts of bonds or
notes.
g. Use of TIF Fands. All amounts paid into the TIF shall be used solely to pay or
reimburse cash expenditures for project costs or the principal of and interest on any
tax increment bonds or notes issued to finance project costs under tl�e r1.:�. and to
pay direct costs properly chargeable under the Act and under generally accepted
accounting principles to the administration of the Reinvestment Zone, all in
accordance with the Plan.
h. Denosit of TIF Funds. The City and the County shall provide for the collection of
its taxes in the Reinvestment Zone as for any other property taxed by the City or the
County. Each participating taxing authority shall pay into the TIF an amount equal
to the tax increment produced by the authority. The City shall invoice the County
City of Denton — TIRZ #2 - Page 2 of 8
Exhibit C- County Participation Agreement
not later than thirty (30) days after the delinquency date of property �a:�c.. in the
Reinvestment Zone. Pursuant to the Act, (Section 311.013(c)) the City and the
County shall malce payment to the TIF, pursuant to this Agreement, not later than
ninety (90) days after the delinquency date of property taxes in the Reinvestment
Zone.
i. Limits of Obli�ation of the County. Except for payment to the TIF of the County
ad valorem tax collections on the total taxable value of real property in the
Reinvestment Zone the County shall have no obligation for any costs or expenses
associated with the operation of the Reinvestment Zone, including, without
limitation, any obligation to pay or repay any debt issued by the City, the
Reinvestment Zone, or the Board of Directors of the Reinvestment Zone relating to
the Reinvestment Zone or any costs associated with the operation of the
Reinvestment Zone or any projects relating thereto. The County is not required to
pay into the TIF the applicable portion of the tax increment that is attributable to
delinquent taxes.
j. Board of Directors. The Reinvestment Zone's Board of Directors (hereinafter
referred to as "the Board") was established as provided in Section 4 of Ordinance
2012-366. Nine (9) of the eleven (11) member Board shall be appointed by the
Denton City Council within sixty (60) days of the passage of the Ordina�YCe or
within a reasonable time thereafter. All members appointed to the Board shall meet
the eligibility requirements set forth in the Act.
The terms of Board members shall be two-year terms. A Board member may serve
no more than three (3) consecutive terms. At the first meeting of the Board, the
Board members will draw lots to establish the staggering of terms with five (5) of
the Board members serving an initial tern of one (1) year. The Denton City Council
shall designate a member of the Board to serve as chairman of the Board, and the
Board shall elect from its members a vice chairman and other officers as it sees fit.
The Board shall make recommendations to the Denton City Council concerning the
administration of the Reinvestment Zone, It shall prepare and adopt a project plan
and Reinvestment Zone financing plan for the Reinvestment Zone and must submit
such plans to the Denton City Council for its approval, The Board shall possess all
powers necessary to prepare, implement and monitor such project plan and
financing plan for the Reinvestment Zone as the Denton City Council considers
advisable, including the submission of an annual report on the status of the
Reinvestment Zone. Any powers not herein delegated to the Board are specifically
reserved to the Denton City Council.
k. Denton Independent School District ("DISD") Representation. The DISD has
chosen not to participate in the Reinvestment Zone and shall not have the right to
appoint a voting member on the Board of the Reinvestment Zone.
City of Denton — TIRZ #2 - Page 3 of 8
Exhibit C- County Participation Agreement
l. County Representation. The County shall have the right to appoint and maintain
one (1) voting member on the Board of the Reinvestment Zone at all times.
m. City Representation. The City shall have the right to appoint and maintain nine
(9) voting members on the Board of the Reinvestment Zone at all times.
n. Other. Rayzor Investments, LLC, shall have the right to appoint and maintain one
(1) voting member on the Board of the Reinvestment Zone at all times.
Section 2. The City agrees that City bonds or tax increment bonds of the Reinvestment
Zone will not be issued to finance projects contemplated in the Plan until (a) a final Plan has
been prepared and adopted by the Board of the Reinvestment Zone and approved by the Denton
City Council, and (b) the City has furnished documentation, evidence and assurances �at�;�iuctory
to the Board of the Reinvestment Zone to the effect that funds necessary to support cash
expenditures and the retirement of tax increment bonds will be available either from revenues of
the TIF or from other funds provided by the City.
Section 3. This Agreement shall become effective as of the date of the final signature
hereto and shall remain in effect until the earlier of: (i) December 31, 2037, or (ii) the date on
which the Plan has been fully implemented and all project costs, tax increment bonds, interest on
such tax increment bonds and all other obligations, contractual or otherwise, payable from the
TIF have been paid in full.
Section 4. To the extent of their respective liabilities, the City and the County shall be
responsible for the sole negligent acts of their officers, agents, employees or separate contractors.
In the event of joint and concurrent negligence of both the City and the County, responsibility, if
any, shall be apportioned comparatively in accordance with the laws of the State of Texas,
without however, waiving any governmental immunity available to the City and the County
under Texas law and without waiving any defenses of the parties under Texas law,
Section 5. This Agreement shall be administered by the City Manager or his designee.
Section 6. Whenever this Agreement requires or permits any consent, approval, notice,
request, proposal, or demand from one party to another, the consent, approval, notice, request,
proposal, or demand must be in writing to be effective and shall be delivered to the party
intended to receive it at the addresses shown below or to such other addresses as the parties may
request, in writing from time to tirne:
If intended for the City of Denton, to:
City Manager
City of Denton, Texas
215 E. McKinney
Denton, Texas 76201
City of Denton — TIRZ #2 - Page 4 of 8
Exhibit C- County Participation Agreement
If intended for Denton County, to:
County Judge
Denton County, Texas
110 West Hicicory Street, 2°d Floor
Denton, Texas 76201-4168
Section 7. This Agreement is made subject to the provisions of the Charter and
Ordinances of the City, as amended; the policies of the County; the Texas Constitution, codes,
and statutes; and all other applicable state and federal laws, regulations and requirements, as
amended. Venue shall be exclusively in Denton County, Texas.
Section S. This Agreement embodies the complete understanding of the City and the
County with respect to the subject matter hereof superceding all oral or written agreements
between the parties relating to all matters herein. The Agreement may be amended, modified, or
supplemented only by an instrument in writing executed by the City and the County.
Section 9. The provisions of this Agreement are severable and the invalidity or
unenforceability of any provision herein shall not affect the validity or enforceability of any
other provision. It is the intention of the parties that each provision herein shall be cc,r,.str�r::� in a
manner designed to effectuate the purposes of such provision to the maximum extent enforceable
under applicable law.
Section 10. Failure of either party hereto to insist on the strict performance of any of the
covenants or agreements herein contained or to exercise any rights or remedies accruing
hereunder upon default or failure of performance shall not be considered a waiver of the right to
insist on, and to enforce by any appropriate remedy, strict compliance with any other obligation
hereunder or to exercise any right or remedy occurring as a result of any future default or failure
of performance.
Section 11. No party hereto waives or relinquishes any immunity or defense on behalf of
itself, its trustees, officers, employees or agents as a result of its execution of this Agreement and
performance of the covenants contained herein.
Executed in triplicate this the �f�? day of ��rc�oz✓ 201�' p by the City, signing
by and through its City Manager, approved on r` • 5, 201,z;3and on the 21 st day of
December, 2012, by the County through its duly authorized officials by approval at a duly called
and noticed County Commissioners meeting on December 21, 2012,
CITY OF DENTON, TEXAS
George ampbell, City Manager
DEN O COUNTY, TEXAS
Mary Horn, ty Judge
City of Denton — TIRZ #2 - Page 5 of 8
ATTEST:
Exhibit C- County Participation Agreement
ATTEST:
J ifer a s, City Secretary Denton County Clerlc
APPROVED AS TO FORM:
�� , � --�
�'�„ . � _�� �-� r .� � /
Anita Burgess, City Attorney, Denton, Texas /'
APPRO�ED�& TO FORM:
City of Denton — TIRZ #2 - Page 6 of 8
Exhibit C- County Participation Agreement
EXHIBIT A
• Ordinance (see "Ordinance" tab)
City of Denton — TIRZ #2 - Page 7 of 8
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
PROJE C T PLAN
Prepared October 2012
Finalized May 2014
Tax Increment Reinvestment Zone No. 2
City of Denton, Texas
i
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. � . �
.
George R. Schrader Larry D. Cline
4800 Broadway, Ste A Addison, TX 75001
972-661-1973 schcli(a�swbell.net
� �i� '1
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
The City of Denton, Texas proposes to establish a Tax Increment Reinvestment Zone
("TIRZ") for the purpose of dedicating the increase in tax revenue generated within the TIRZ to
provide funds for public infrastructure to encourage accelerated development in the largest
industrially zoned area within the City. The TIRZ consists of approximately 800 acres and is
more fully described in Project Plan Exhibit A.
The City is creating this TIRZ to encourage accelerated development in this area of the
City in an effort to stimulate new higher value, industrial development which would benefit and
be incentivized from the proposed public infrastructure improvements. It is expected that the
TIRZ will exist for twenty (25) years or the date when all project costs are paid, whichever
comes first.
As set forth in Section 311.011 of the Tax Increment Financing Act of the Texas Tax Code
Ann., the Project Plan for Tax Increment Reinvestment Zone No. 2, Denton, Texas must and
does include the following elements:
1. A map showing existing uses and conditions of real property in the TIRZ and a map
showing proposed improvements to and proposed use of the property.
■ The boundaries of the TIRZ are shown on the map labeled Project Plan Exhibit: B;
■ Project Plan Exhibit: C shows existing land use within the TIRZ. Currently, the
area is an industrial park that is generally undeveloped. Residential and multi-
family development are not included in the list of eligible projects and TIRZ
funds will not be used to reimburse the costs associated with any residential or
multi-family development.
■ Project Plan Exhibit: DI lists and defines the public improvements being
proposed for the TIRZ;
■ Project Plan Exhibit: D2 illustrates the major public improvements being
proposed in the TIRZ.
■ Project Plan Exhibit: E shows anticipated Future Land Use within the TIRZ.
1
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
2. Proposed changes of zoning ordinances, the master plan of the municipality, building
codes, and other municipal ordinances.
■ Any changes to codes, ordinances, or master plan as a result of the creation of
the TIRZ will be made through the standard process and procedures of the
City.
3. A list of estimated non-project costs.
■ Non-project costs within the TIRZ are those infrastructure costs not paid for
by the TIRZ. These costs will include, but are not limited to streets, utilities
and drainage associated with residential and multi-family development.
4. A statement of a method of relocating persons to be displaced as a result of
implementing the plan.
■ Although not anticipated, in the process of developing the TIRZ, any
relocation will be made through the standard process and procedures of the
City.
2
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
EXHIBIT A
Boundary Description
TRACT No.l
BEGINNING at the southwest corner of the 927 acre T. Toby, Tract 4 and the north right-of-
way line of Airport Road, the POINT OF BEGINNING;
THENCE, north along the west boundary of the 9.27 acre T. Toby, Tract 4 to its northwest
corner and the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton Municipal
Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sabre Road;
THENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of
the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66.946 acre T. Toby, Tract
2 to the northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest
corner of the 148.5803 acre J. Scott, Tract l;
THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest
corner and the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast
corner and the west right-of-way of Western Blvd.;
THENCE, due east across Western Blvd. to its east right-of-way and the northwest corner of the
20.7207 acre J. Bacon, Tract l;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the
20.7207 acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to the southwest corner of the 24.9953 acre B.b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15-17, the 39.999
acre B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre
B.b.b, Tract 21a;
THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21a to its
southeast corner and the north boundary of the 39.999 acre B.b.b, Tract 18;
THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast
corner and the west boundary of the 43.3069 acre B.b.b, Tract 12-14;
THENCE, north along the west boundaries of the 433069 acre B.b.b, Tract 12-14 and the
19.5738 acre B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the
south right-of-way of US Highway 380;
3
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right-
of-way of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 1 l;
THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the
43.3069 acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 433069
acre B.b.b, Tract 12-14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b,
Tract 18;
THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast
corner of the 24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15-17 to its southeast
corner and the north right-of-way of Jim Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the northwest corner of
the 163051 acre J. Perry, Tract la;
THENCE, northeasterly, south, east, north and east along the north boundary of the 163051 acre
J. Perry, Tract 1 a to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest
corner of the 183427 acre E. Puchalshi, Tract 295;
THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its
northeast corner;
THENCE, southeasterly along the east boundaries of the 183427 acre E. Puchalski, Tract 295
and the 10.347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of
the 31.0 acre E. Puchalski, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski,
Tract 296 to its southeast corner and the north boundary of the north part of the 31305 acre E.
Puchalski, Tracts 527, 528, and 529;
THENCE, east along the north boundary of the north part of the 31.305 acre E. Puchalski, Tracts
527, 528, and 529 to its northeast corner;
Thence, southwesterly along the east boundary and west along the south boundary of the north
part of the 31305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right-of-way of
Precision Road;
THENCE, west across Precision Road to its west right-of-way and the southeast corner of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to the northeast corner of the 5922 acre West Park Addition, Phase 2, Block A,
Lot 3;
�
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
THENCE, south and west along the east and south boundary of the 5922 acre West Park
Addition, Phase 2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre
R. D. Wells Interchange, Block l, Lot 1(City of Denton) to the east boundary of the 173.055
acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a to its southeast corner and the north right-of-way of Airport Road;
THENCE, west along the north right-of-way of Airport Road and the south boundary of the
173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east
right-of-way of Western Blvd.;
THENCE, west across Western Blvd. to its west right-of-way and the southeast corner of the
66.946 acre T. Toby, Tract 2;
THENCE, west along the north right-of-way of Airport Road and the south boundaries of the
66.946 acre T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and
the 927 acre T. Toby, Tract 4 and the POINT OF BEGINNING.
TRACT No. 2
The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.
TRACT No1 and TRACT No. 2 contain a total of approximately 848.8 acres of which
approximately 48.5 acres are municipally owned.
5
Exhibit D
PROJECT PLAN - DENTON TIRZ NO. 2
EXHIBIT B
TIRZ Boundary
Exhibit B: lll��sfipark T�R�
This rnap is a gra�hic mepresertitaiia� pc€�p�red by the City af
De�fon and us int�nd'�cG far �rse c�nly as a reference C7ata
de�u�tec9 �s not gaaarar�t�ed �ar accuracy an�9 may B�e subje�t
to devis�€�c� at any �i�re �s+�thou4 n�t[fucatic�n. A F�egdstered
Surveyar fo� the St�te eaf Texas was ncat c�rnsuV#ed. Fa��
Suruey I�a�I accuracy, s�pervis��n ar�d certi�ca$uon af the
p�duced data by a Registered' Pr�rfessianal Lan� Sun�eyar
f�ar fhe S#aYe of T�xas +�ra�rld nee�! fa be perFvrmed.
0 412. s8�5 1��5Q 2,47 a 3,3Q{3
Feei
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Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
Existing Land Use
Exhi�it �: 11V�st��rk TIR� Exis��in� Lancl LJse
This r���a �s � gc�ph�c representatic�n pre�aared by the �uty c�f
Der�tr�n an�i �s imtende�i far u�� anPy as a referec,ee Ltata
dep�cted is not guaranteed far a���racy and m�y be su,t�ject
t� revision a! arny kime witha�at noti�wca�ion A F�eg�s3eQed
5urveyn� f�rr the State af T�xas �vas nnt �ans�al#ed. Far
Survey le�el aceuracy, supenaisian ��d c�rtifcatio€� af the
prczduced data �,y a Regustered �rof�ssmona� L�rorl Surveyor
f�r khe �tat� af Texas uv�auld need to be �erFa�ned.
� 4�2.a825 1,�5fl 2,A75 3,3(3�
Feet
EXHIBIT C
��ger�d
r�
n TIfZZ ���ndary r�
_,. a
Rra�ae�ty Efescriptian ;
- � � Gra�!e rn �ner�t
( Re�� Acrea�e F2ar�ge�an�C
�mmercial Vacani �at
I Rea� Farrruhuause I�L^':I'�"1'�7�
7
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
EXHIBIT Dl
Project Plan
PROJECT ESTIMATED COST
Street Improvements and Traffic Signals $6,000,000
Utility / Drainage Improvements $5,000,000
Landscaping, Irrigation, and Entry $500,000
Monuments
Engineering/Architecture and other soft $1,500,000
costs
Support for Industrial Projects $1,275,430
TOTAL $14,275,430
Project Definitions
Street Im�rovements and Traffic Si_�nals: includes the construction and reconstruction of
paving improvements capable of handling heavy truck traffic and that provide common turning
radius for semi trailers and may consist of, but are not limited to, primary and secondary major
arterial thoroughfares and collector streets that will provide improved access within the industrial
park, to State highways, and Interstate 35. Also includes all traffic signals required by the City of
Denton or Texas Department of Transportation.
Utilities and Draina�e: includes the extension of water and wastewater lines along the right-of-
ways of the streets within the District. Water and wastewater lines will be built to adequately
accommodate the District at build-out and its anticipated industrial users. A number of properties
in the district are situated in the floodplain. Adequate stormwater drainage will be built to
accommodate the maximum use of the land and comply with the drainage standards in the
Denton Development Code.
Landsca�in�, Irri�ation, and Entrv Monuments: includes all landscaping and irrigation required
to meet City Code and includes entry monuments for Western Blvd and Jim Christal Rd.
En�ineerin�/Architecture, and other soft costs: professional services necessary to cause and
support all described infrastructure improvements.
Industrial Projects: may include grants, loans and services for public and private development.
Eligible TIRZ project costs are not limited to public uses and may also include projects that
stimulate economic development. Chapter 380 of the Local Government Code grants
municipalities in Texas the authority to offer grants and loans of public funds to stimulate
economic development.
Exhibit D
PROJECT PLAN — DENTON TIRZ NO. 2
Proj ect Plan Proj ects
Exhibit [3,�: We�tp�rk TIRZ Rrc�jects
,�IM �HRISTAL
�.�
Thrs ma� [s a��aph�ic representat�rar� prepared �y the City o°�
�]enffQn an�V �s interuded for use an�y as a reference Data
dep�cfed �s rnca# yuarar�teed for ac�aaracy a�d may be se�bject
ia r�visican �8 any firne wvithawt notificatian. A R�gistered
S�urveycrr for th� SEa#e of Texas was ra4t consulted. �or
Surv�y Ve!�el' aacucacy, su�ervis�on arod' certificatian of the
�rc��d'ue�d data t�y� a RegisRer�d Prafessicsc�a9 Lac�cV �urveyear
#or ihe Sta�e of Texas +rv�ruld need' tea be periearmed.
r� a� gsa � ,�s� �,sa� �,��
Feec
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z
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EXHIBIT D2
�egenr�
TI� B-oundary � '� -_.
F
Fuature Ra�d ar Plar�ned Expansic�n
Existing Rd. nea# i�s Standards
Propvser� I mpr�vemen4s `� °'_
L7Li�]°Il"C )PY
E
Exhibit D
PROJECT PLAN - DENTON TIRZ NO. 2
EXHIBIT E
Future Land Use
r r. ' �
This map is a�eaphi� repres�rrtataon preparesi �iy th� Gity of
CYentrsu� and �s �nrt�nci'ed fc�� use c�nfy �s ��efereaa�e. a�ta
de�sicte�I is nnt guaran6eed €o� accuracy and m�y tr� sra6jeci
tca r�visi�n at any tim� widhc�ut natific�Eion, A Reg�st�r�d'
Sunreyor (c�r fhe Stat� csf �exas was ncst ca�sufded. Fcs�
Survey le�eel accuracy, supervisio�a and cer�ificafiora a€ l�ae
produced cf��a by a Regosierer� Professuonal' Land Survey�ar
iar the Sfat� ai `�exas would n�ed to b� g�erformed.
l�
Exhibit D
FINANCE PLAN
Prepared October 2012
Finalized May 2014
Tax Increment Reinvestment Zone No. 2
City of Denton, Texas
i
��
i�'�:%,�,�'
�,�� �
. � . �
.
George R. Schrader Larry D. Cline
4800 Broadway, Ste A Addison, TX 75001
972-661-1973 schcli(a�swbell.net
Exhibit D
� �i� 1
The Financing Plan provides information on the projected monetary impact that the formation of
the Tax Increment Reinvestment Zone (TIRZ) could have on the property described in Finance Plan
Exhibit: A and shown in Finance Plan Exhibit: B. It will also describe how that impact can be utilized to
enhance the area and region through leveraging the resources of each entity that participates in the project.
Below is a summarv of the Financin� Plan items repuired bv law.
1. The proposed public improvements in the TIRZ may include:
• Capital costs, including the actual costs of the construction of public works, public
improvements, new buildings, structures, and fixtures; and the actual costs of the
acquisition of land and the clearing and grading of land;
• Financing costs, including all interest paid to holders of evidences of indebtedness or
other obligations issued to pay for project costs and any premium paid over the
principal amount of the obligations because of the redemption of the obligations before
maturity;
• Any real property assembly costs;
• Professional service costs, including those incurred for architectural, planning,
engineering, and legal advise and services;
• Any relocation costs;
• Organizational costs, including costs of conducting environmental impact studies or
other studies, the cost of publicizing the creation of the TIRZ, and the cost of
implementing the project plan for the TIRZ;
• Interest before and during construction and for one year after completion of
construction, whether or not capitalized;
• The amount of any contributions made by the municipality from general revenue for
the implementation of the project plan;
• Imputed administrative costs, including reasonable charges for the time spent by
employees of the municipality in connection with the implementation of a project plan;
• The cost of operating the TIRZ and project facilities; and
• Payments made at the discretion of the governing body of the municipality that the
municipality finds necessary or convenient to the creation of the TIRZ or to the
implementation of the project plans for the TIRZ.
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
The specific capital improvement projects anticipated to be undertaken in the Denton TIRZ No. 2,
are included in Finance Plan Exhibit: C.
2. Estimated Project Cost of TIRZ, including administrative expenses.
• Project costs are estimated at approximately $14.28 million dollars. Specific cost
estimates are included in Finance Plan Exhibit: C.
3. Economic Feasibility Study.
• An economic feasibility analysis has been completed and is included as Finance Plan
Exhibit: D.
4. The estimated amount of bonded indebtedness to be incurred.
• Initial project costs are to be advanced by a Developer. The City of Denton may
consider issuing bonds when tax increment funds exceed the amount necessary to
support debt service to reimburse the Developer.
5. The time when related costs or monetary obligations are to be incurred.
• Please refer to Finance Plan Exhibit: C for details regarding the type of improvement
costs anticipated. The Developer intends to begin construction of the projects in 2014,
with a completion date of 2015. Annual TIRZ reimbursement payments will be
provided to the Developer once the minimum improvements are completed.
6. A description of the methods of financing all estimated project costs and the expected
sources of revenue to iinance or pay project costs including the percentage of tax
increment to be derived from the property taxes of each taxing unit on real property
in the TIRZ.
• Project costs will be financed through loans advanced by developers or by the use of
tax increment funds received on a pay-as-you-go basis. No new debt is envisioned at
the beginning of the TIRZ term, but bonds may be issued at a later date when adequate
tax increment has been created to the support debt service. The revenue sources will be
the real property taxes captured by the TIRZ, which will account for 100% of revenues
used to fund project costs or bond debt service. For the Financial Plan, the City and
Denton County will participate at a rate of 40% for twenty-five (25) years.
7. The current total assessed value of taxable real property in the TIRZ.
• The current assessed base value of the taxable real property in the TIRZ using the 2012
certified values provided by the Denton Central Appraisal District is $ 119,458.
(*NOTE: this value represents an Ag Exemption)
8. The estimated assessed value of the improvements in the TIRZ during each year of its
existence.
• The estimated assessed value of the improvements in the TIRZ per year is listed in the
following FINANCE PLAN TABLE 1.
3
Exhibit D
FINANCE PLAN - DENTON TIRZ NO. 2
TABLE 1
Assessed Real Property Value
Including Anticipated New Development
Years 2012-2036
ToTaL ToTaL ToTaL
DEVELOP- ANNUAL CUMULATIVE ROLLBAC CUMULATIVE
YEAR MENT L`�� VALUATION VALUATION$ K AND
$M �M $M ROLLBACK
$M
2012
2013 $0.72 $0.72 $0.72 $1.44 $2.16
2014 $11.59 $0.72 $1231 $13.03 $2.16 $14.47
2015 $11.59 $0.72 $1231 $2534 $2.88 $27.50
2016 $11.59 $0.72 $1231 $37.65 $3.60 $40.53
2017 $11.59 $0.72 $1231 $49.96 $3.60 $53.56
2018 $11.59 $0.72 $1231 $62 27 $3.60 $65.87
2019 $11.59 $0.72 $1231 $74.58 $3.60 $78.18
2020 $11.59 $0.72 $1231 $86 gg $3.60 $90.49
2021 $11.59 $0.72 $1231 $9920 $3.60 $102.80
2022 $11.59 $0.72 $1231 $111.51 $3.60 $115.11
2023 $11.59 $0.72 $1231 $123.82 $3.60 $127.42
2024 $11.59 $0.72 $1231 $136.13 $3.60 $139.73
2025 $11.59 $0.72 $1231 $148.44 $3.60 $152.04
2026 $11.59 $0.72 $1231 $160.75 $3.60 $16435
2027 $11.59 $0.72 $1231 $173.06 $3.60 $176.66
2028 $11.59 $0.72 $1231 $18537 $3.60 $188.97
2029 $11.59 $0.72 $1231 $197.68 $3.60 $20128
2030 $11.59 $0.72 $1231 $209.99 $3.60 $213.59
2031 $11.59 $0.72 $1231 $222 30 $3.60 $225.90
2032 $11.59 $0.72 $1231 $234.61 $3.60 $23821
2033 $11.59 $0.72 $1231 $24692 $3.60 $250.52
2034 $11.59 $0.72 $1231 $25923 $3.60 $262.83
2035 $11.59 $0.72 $1231 $271.54 $3.60 $275.14
2036 $11.59 $0.72 $1231 $283 85 $3.60 �Zg'7.45
TOTAL $266,570,000 $17,280,000 $283,850,000 $82,080,000
Exhibit D
FINANCE PLAN - DENTON TIRZ NO. 2
The estimated annual incremental funds available from future development in the TIRZ are listed in the
following table.
Annual Incremental Funds Provided for TIRZ No. 2
Years 2012-2037
TABLE 2
CITY COUNTY TOTAL TIRZ CUMULATIVE
YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ
$K $K �K CONTRIBUTIONS
$K
2012
2013
2014 $5.97 $0.82 $6.79 $6.79
2015 $41.92 $14.75 $56.67 $63.46
2016 $77.87 $28.68 $106.55 $170.01
2017 $113.81 $42.60 $156.41 $326.42
2018 $147.78 $56.53 $204.31 $530.73
2019 $181.74 $70.46 $252.20 $782.93
2020 $215.70 $84.39 $300.09 $1,083.02
2021 $260.52 $108.74 $369.26 $1,45228
2022 $295.96 $124.15 $420.11 $ l, 87239
2023 $331.40 $139.55 $470.95 $2,34334
2024 $366.84 $154.96 $521.80 $2,865.14
2025 $402.28 $170.36 $572.64 $3,437.78
2026 $437.72 $185.77 $623.49 $4,06127
2027 $473.16 $201.17 $674.33 $4,735.60
2028 $508.60 $216.58 $725.18 $5,460.78
2029 $544.04 $231.98 $776.02 $6,236.80
2030 $579.48 $247.39 $826.87 $7,063.67
2031 $614.92 $262.79 $877.71 $7,94138
2032 $650.36 $278.20 $928.56 $8,869.94
2033 $685.80 $293.61 $979.41 $9,84935
2034 $721.24 $309.01 $1,03025 $10,879.60
2035 $756.68 $324.42 $1,081.10 $11,960.70
2036 $792.12 $339.82 $1,131.94 $13,092.64
2037 $827.56 $355.23 $1,182.79 $14,275.43
TOTAL $10,033,470 $4,241,960 $14,275,430
2012 TIRZ CONTRIBUTION TAX RATE /$100
VALUATION
Tax Rate / Years 1-10 Years 11-25
$100 Valuation
Cit of Denton $0.6897500 $0.2759000 $0.2879000
Denton Count $0.2828670 $0.1131468 $0.1251468
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
9. The duration of the TIRZ:
• The TIRZ was created in 2012. The TIRZ will exist for twenty-five (25) years with
termination of the TIRZ set as 2036 or the date when all project costs are paid and any debt
is retired, whichever comes first.
0
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
EXHIBIT A
Boundary Description
TRACT No.l
BEGINNING at the southwest corner of the 927 acre T. Toby, Tract 4 and the north right-of-way line of
Airport Road, the POINT OF BEGINNING;
THENCE, north along the west boundary of the 927 acre T. Toby, Tract 4 to its northwest corner and the
southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport);
THENCE, northwest along the southwest boundary of the 41.629 acre T. Toby, Tract 3(Denton
Municipal Airport) to its southwest corner and the east right-of-way of Sabre Road;
THENCE, northwesterly along the east right-of-way of Sabre Road and the westerly boundary of the
41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 66.946 acre T. Toby, Tract 2 to the
northwest corner of the 66.946 acre T. Toby, Tract 2;
THENCE, east along the north boundary of the 66.946 acre T. Toby, Tract 2 to the southwest corner of
the 148.5803 acre J. Scott, Tract l;
THENCE, north along the west boundary of the 148.5803 acre J. Scott, Tract 1 to its northwest corner and
the south right-of-way of Jim Christal Road;
THENCE, east along the north boundary of the 148.5803 acre J. Scott, Tract 1 to its northeast corner and
the west right-of-way of Western Blvd.;
THENCE, due east across Western Blvd. to its east right-of-way and the northwest corner of the 20.7207
acre J. Bacon, Tract l;
THENCE, east along the south right-of-way of Jim Christal Road and the north boundaries of the 20.7207
acre J. Bacon, Tract 1 and the 173.055 acre West Park Addition, Phase 2, Block A, Lot 2a to the
southwest corner of the 24.9953 acre B.b.b, Tract 15-17;
THENCE, north along the west boundaries of the 24.9953 acre B.b.b., Tract 15-17, the 39.999 acre
B.b.b., Tract 18 and the 10 acre B.b.b, Tract 21a to the northwest corner of the 10 acre B.b.b, Tract 21a;
THENCE, east and south along the north and east boundary of the 10 acre B.b.b, Tract 21a to its southeast
corner and the north boundary of the 39.999 acre B.b.b, Tract 18;
THENCE, east along the north boundary of the 39.999 acre B.b.b., Tract 18 to its northeast corner and the
west boundary of the 43.3069 acre B.b.b, Tract 12-14;
THENCE, north along the west boundaries of the 433069 acre B.b.b, Tract 12-14 and the 19.5738 acre
B.b.b, Tract 11 to the northwest corner of the 19.5738 acre B.b.b, Tract 11 and the south right-of-way of
US Highway 380;
THENCE, east along the north boundary of the 19.5738 acre B.b.b., Tract 11 and the south right-of-way
of US Highway 380 to the northeast corner of the 19.5738 acre B.b.b, Tract 1 l;
7
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
THENCE, southeasterly along the east boundaries of the 19.5738 acre B.b.b, Tract 11 and the 43.3069
acre B.b.b, Tract 12-14, continuing westerly along the south boundary of the 43.3069 acre B.b.b, Tract
12-14 to its southwest corner and the southeast corner of the 39.999 acre B.b.b, Tract 18;
THENCE; west along the south boundary of the 39.999 acre B.b.b, Tract 18 to the northeast corner of the
24.9953 acre B.b.b., Tract 15-17;
THENCE, south along the east boundary of the 24.9953 acre B.b.b., Tract 15-17 to its southeast corner
and the north right-of-way of Jim Christal Road;
THENCE, easterly along the north right-of-way of Jim Christal Road to the northwest corner of the
163051 acre J. Perry, Tract la;
THENCE, northeasterly, south, east, north and east along the north boundary of the 163051 acre J. Perry,
Tract la to its northeast corner;
Thence, south along the east boundary of the 16.3051 acre J. Perry, Tract la to the northwest corner of the
183427 acre E. Puchalshi, Tract 295;
THENCE, east along the north boundary of the 18.3427 acre E. Puchalski, Tract 295 to its northeast
corner;
THENCE, southeasterly along the east boundaries of the 183427 acre E. Puchalski, Tract 295 and the
10347 acre E. Puchalski, Tract 295a to its southeast corner and the northeast corner of the 31.0 acre E.
Puchalski, Tract 296;
THENCE, southeasterly, west and south along the east boundary of the 31.0 acre E. Puchalski, Tract 296
to its southeast corner and the north boundary of the north part of the 31305 acre E. Puchalski, Tracts
527, 528, and 529;
THENCE, east along the north boundary of the north part of the 31305 acre E. Puchalski, Tracts 527,
528, and 529 to its northeast corner;
Thence, southwesterly along the east boundary and west along the south boundary of the north part of the
31.305 acre E. Puchalski, Tracts 527, 528, and 529 to the east right-of-way of Precision Road;
THENCE, west across Precision Road to its west right-of-way and the southeast corner of the 173.055
acre West Park Addition, Phase 2, Block A, Lot 2a;
THENCE, west along the south boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to the northeast corner of the 5.922 acre West Park Addition, Phase 2, Block A, Lot 3;
THENCE, south and west along the east and south boundary of the 5922 acre West Park Addition, Phase
2, Block A, Lot 3, continuing west along the south boundary of the 6.889 acre R. D. Wells Interchange,
Block l, Lot 1(City of Denton) to the east boundary of the 173.055 acre West Park Addition, Phase 2,
Block A, Lot 2a;
:
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
THENCE, south along the east boundary of the 173.055 acre West Park Addition, Phase 2, Block A, Lot
2a to its southeast corner and the north right-of-way of Airport Road;
THENCE, west along the north right-of-way of Airport Road and the south boundary of the 173.055 acre
West Park Addition, Phase 2, Block A, Lot 2a to its southwest corner and the east right-of-way of
Western Blvd.;
THENCE, west across Western Blvd. to its west right-of-way and the southeast corner of the 66.946 acre
T. Toby, Tract 2;
THENCE, west along the north right-of-way of Airport Road and the south boundaries of the 66.946 acre
T. Toby, Tract 2, the 41.629 acre T. Toby, Tract 3(Denton Municipal Airport) and the 927 acre T. Toby,
Tract 4 and the POINT OF BEGINNING.
TRACT No. 2
The entire south part of the 31.305 acre E. Puchalski; Tract 527, 528, and 529.
TRACT No1 and TRACT No. 2 contain a total of approximately 848.8 acres of which approximately
48.5 acres are municipally owned.
0
Exhibit D
FINANCE PLAN - DENTON TIRZ NO. 2
EXHIBIT B
Property Boundary Map
ExYr i bit B: Wes#�ark T� RZ
Thus map ls a graph�c r�pr�s�rrt�ti�sn prepared by the �ity raf
Den�on and is ir�tended f�r trse anly as a referen�e. Qata
�Jepicted 'us no� �ua�ante�d for �ccuracy arr�J r�ay '�e s�bject
to revisiran ak any tircn� v�Nthout n�tvficati�n. fi Regustered
Sun+ey�r f�r th� Sta4� of Texas was not ccarosuV'te�_ Fcrr
5r�nrey lev�l accuracy s�aperv3siar� ar�d c�r[�fcati�� af ihe
�roducecl data by a Re�ostered Rrafessic�naV Land Surveyac
far #f�e 5tate of Texas would need tc� be perferrme�.
C1 412.5825 1,65C1 2,�75 3,3i�0
Feet
10
Exhibit D
FINANCE PLAN — DENTON TIRZ NO. 2
EXHIBIT C
Project Plan
PROJECT ESTIMATED COST
Street Improvements and Traffic Signals $6,000,000
Utility / Drainage Improvements $5,000,000
Landscaping, Irrigation, and Entry $500,000
Monuments
Engineering/Architecture and other soft $1,500,000
costs
Support for Industrial Projects $1,275,430
TOTAL $14,275,430
Project Definitions
Street Im�rovements and Traffic Si_�nals: includes the construction and reconstruction of paving
improvements capable of handling heavy truck traffic and that provide common turning radius for semi
trailers and may consist of, but are not limited to, primary and secondary major arterial thoroughfares and
collector streets that will provide improved access within the industrial park, to State highways, and
Interstate 35. Also includes all traffic signals required by the City of Denton or Texas Department of
Transportation.
Utilities and Draina�e: includes the extension of water and wastewater lines along the right-of-ways of the
streets within the District. Water and wastewater lines will be built to adequately accommodate the
District at build-out and its anticipated industrial users.
A number of properties in the district are situated in the floodplain. Adequate stormwater drainage will be
built to accommodate the maximum use of the land and comply with the drainage standards in the Denton
Development Code.
Landsca�in�, Irri�ation, and Entrv Monuments: includes all landscaping and irrigation required to meet
City Code and includes entry monuments for Western Blvd and Jim Christal Rd.
En�ineerin�/Architecture, and other soft costs: professional services necessary to cause and support all
described infrastructure improvements.
Industrial Projects: may include grants, loans and services for public and private development. Eligible
TIRZ project costs are not limited to public uses and may also include projects that stimulate economic
development. Chapter 380 of the Local Government Code grants municipalities in Texas the authority to
offer grants and loans of public funds to stimulate economic development.
11
Exhibit D
FEASIBILITY ANALYSIS
(EXHIBIT D OF THE FINANCE PLAN)
Prepared October 2012
Finalized May 2014
Tax Increment Reinvestment Zone No. 2
City of Denton, Texas
i
��
i�'�:%,�,�'
�,�� �
. � . �
.
George R. Schrader Larry D. Cline
4800 Broadway, Ste A Addison, TX 75001
972-661-1973 schcli(a�swbell.net
INDEX
Index
Forward
Section L•
Section IL•
Section IIL•
Section IV:
Exhibit D
HISTORY
CURRENT CONDITION / SITUATION
TAX INCREMENT ANALYSIS
TABLES
TABLE 1— Development Valuation Increase
TABLE 2— Land Valuation Increase
TABLE 3— Business Personal Property Valuation Increase
TABLE 4— Rollback Valuation Increase
TABLE 5— Total Increase TIIZZ Valuation
TABLE 6— City of Denton Revenues/Contributions
TABLE 7— Denton County Revenues/Contributions
TABLE 8— TIRZ Funding from City and County
Page
1
2
3
4
6
11
12
13
14
15
16
17
18
19
1
Exhibit D
FOR WARD
The City of Denton and Schrader & Cline, LLC have prepared a Feasibility Analysis using tax increment
financing to encourage accelerated development and redevelopment for Tax Increment Reinvestment
Zone (TIRZ) No. 2 in the City of Denton, Texas. The areas of the City within the boundary of the TIRZ
need public infrastructure projects that will provide a stimulus for new development.
Section I summarizes the history of Denton.
Section II is a brief discussion of the current condition/situation.
Section III details the tax increment analysis.
Section IV contains Tables.
The following projections of development and tax revenues are subject to change. As underlying
conditions in the national and regional economy change, the pace and value of new development projected
for the TIRZ area may shift. Future property tax rates are particularly difficult to predict given their
dependence on changes in the tax base, the mix of taxes levied and the various jurisdictions' overall fiscal
and budgetary policies. Thus, the projected tax increments are subject to change. The analysis of future
tax increment funds is dependent on a series of projections, assumptions, and other inputs. As a result, the
report should be reviewed in totality.
Neither this report nor its conclusions may be referred to or included in any prospectus or part of any
offering made in connection with private syndication of equity, sale of bonds, sale of securities or sale of
participation interests to the public without express written approval.
2
Exhibit D
SECTION I: HISTOR Y
Denton, the county seat of Denton County, is located on IH 35, less than forty miles north of Dallas and
Fort Worth. Because of its proximity, Denton has become closely associated with the Dallas - Fort Worth
metropolitan area. The City was founded in 1857 in order to become the county seat, because it was located
near the center of the County. Although established in 1857, and with a courthouse built on the north side
of the square, it was not until 1866 that Denton was incorporated.
In its early years, Denton grew slowly, but that changed with completion of the Texas and Pacific Railway
and the Missouri, Kansas and Texas Railway through Denton in 188L With only north and south rail
connections, however, the town did not develop as a manufacturing and wholesale center. The next spur to
Denton's growth came in 1890 with the opening of North Texas Normal College (now the University of
North Texas) and in 1903 with the opening of the Girls Industrial College (now Texas Woman's
University). With these developments as catalysts, the City grew from a population of 1,194 in 1880 to
2,558 in 1890 and subsequently, over time, to a population of 26,844 in 1960 and to 48,063 in 1980.
Proximity to Dallas and Fort Worth, with good interstate highway connections, played a major role in this
growth. Steady and at times rapid growth of enrollment at the two universities was important also.
Additionally, after 1974 the City added many new residents as a result of the opening of Dallas - Fort
Worth International Airport, which is closer to Denton than to many parts of Dallas and Fort Worth. Many
airline employees and executives who traveled for major companies took up residence in Denton. The City
of Denton has also benefitted from the continued rapid growth of the metropolitan area and as this growth
has moved northward, the City has grown in population from 80,537 in 2000 to 113,383 in 2010 to a
2011estimated 117,187, according to the U.S. Census Bureau. Denton ranked seventh among the fastest
growing cities in the nation for populations over 100,000 persons in 2011.
�
Exhibit D
SECTIONIL• CURRENT CONDITION/SITUATION
While Denton's industrially zoned area has grown along with its population, the area has reached a point
where future industrial growth is limited. One of the primary reasons for the limitation is the lack of
infrastructure. Although there are several hundred acres available for development, the lack of adequate
roads, water, sewer and drainage improvements creates a situation where development costs are too high
for most projects.
The City of Denton has the potential, the need and the desire to undergo a successful development of its
industrial area. To begin the effort, the City constructed a section of a road connecting two major highways
and bisecting the industrially zoned property in 2010. However, funds were not sufficient to build the road
at full capacity or to provide water, sewer and drainage improvements.
The major property owner of over 800 acres in the City's industrially zoned property approached the City
suggesting a public/private partnership to spur development. The property owner indicated a willingness to
construct the necessary infrastructure improvements which would provide assistance and stimulus for new
development in this area. In return, the property owner requested the City of Denton and Denton County
consider the creation of a Tax Increment Reinvestment Zone (TIRZ) to provide an opportunity for the
property owner to recoup some or all of the investment.
The proposal was submitted to the Economic Development Partnership Board (EDPB), who reviewed it in
detail. On August 7, 2012, the EDPB made a formal recommendation to the City Council that the City and
Denton County consider participation in a TIRZ to enhance the City's ability to grow its corporate and
industrial base. The EDPB recommended a twenty-five year term for the TIRZ with participation by the
City and County at 40%.
Based on the EDPB recommendation, the City of Denton is proposing creation of a TIRZ for the
industrially zoned area. The "defined area" of approximately 800 acres is all under the ownership of one
entity. New private development and redevelopment expected to occur as a result of public improvements
funded by the TIRZ will increase property values and tax income as well as bolster Business Personal
�
Exhibit D
Property (BPP) value and its related tax income for all taxing jurisdictions. TIRZ has been used in many
other cities and is a proven method to stimulate private development and redevelopment growth sooner,
rather than later, and in many cases will stimulate growth in value which might never occur without public
improvements funded by the TIRZ.
Exhibit D
SECTION IIL• TAX INCREMENT ANAL YSIS
This section documents the detailed analysis and inputs used to generate the tax increment revenue
estimates. Tax Increment Financing involves:
■ Designating an eligible redevelopment area as a Tax Increment Reinvestment Zone;
■ Soliciting participation of other taxing jurisdictions;
■ Setting the assessment base at the level of the most recent assessment; and
■ Placing tax revenues generated by the increase in assessed value in a tax increment fund for
funding public improvements.
Thus, future tax increment revenues depend on four elements:
■ The timing and added value of new development;
■ Appreciation of existing land and improvements;
■ The loss of value from any existing improvements demolished to make way for new
development; and
■ Future tax rates and the percentage of participation of each taxing jurisdiction.
Assessment policies typically set building assessments at 100 percent of fair market value, which are
generally comparable to construction costs for new construction. Assessed values are established as of
January 1 of the tax year. Thus, development in 2012 goes on the tax rolls for the Tax Year 2013. In this
analysis, to be conservative, no increase in value on redevelopment or new development after completion
has been included. In addition, only a portion of the taxes from increases in real property values for the
City of Denton and Denton County are directed to the TIRZ Fund. Taxes from the remaining portion on
real and all business personal property values will flow to the City and County. All taxes from increases in
real property values will flow to the other taxing jurisdiction (Denton Independent School District). Sales
tax income generated from the area will flow to the City of Denton.
The land valuation within the TIRZ boundary has continued to decrease in valuation over the past five
years. The total assessed land valuation in 2007 was $69,790 and in 2012 is $65,370, a decrease of $4,420.
�
Exhibit D
The property contains one single family dwelling currently valued at $54,366, which brings the total 2012
taxable value of the property within the TIRZ boundary to $119,458.
For the purposes of this tax increment analysis, the initial tax base for the Tax Increment Fund is assumed
to be $119,458. Taxes on the amount of base tax value will continue to flow to all taxing jurisdictions
during the 25-year life of the TIRZ.
The increase in value as a result of development within the TIRZ boundary is expected to be created in four
different categories:
1. Development/real improvements expected to occur within the TIRZ boundary;
2. Business personal property associated with new development;
3. Land value increases expected as properties are sold and removed from the current Ag
Exemption;
4. Rollback taxes - one-time revenue paid as property is removed from the current Ag
Exemption.
Each of these will be discussed in more detail in the following sections.
Development/Real Improvements
With the stimulus provided by the planned infrastructure improvements and recent development created
surrounding this TIRZ, this analysis assumed that a level of development within the TIRZ at build-out
would equal $289,629,330 and would take approximately 25 years to complete.
ESTIMATED VALUE PER
SITE USE ACRES VALUATION
BLDG SQ FT SQUARE FEET
Industrial 236.18 4,116,200 $30.00 $123,456,000
Rail Served 180.72 3,148,865 $30.00 $94,465,950
Mixed Use* 219.49 2,390,246 $100.00 $71,707,380*
TOTALS 636.39 9,654,312 $289,629,330
*Mixed Use Sites valuation reflects 30% of total valuation created, asstuning 70% of inixed use development is dedicated
to inulti-fainily construction, which is not an eligible use for proposed TIRZ participation.
7
Exhibit D
To arrive at an annual increase in valuation due to new development, this feasibility plan assumes that
1/25th of this valuation, or $11,585,173, will be added each year. The value created over the life of the
TIRZ by new development is shown in attached Table 1.
Land Valuation Increase
Currently, all of the land within the TIRZ boundary has an Ag Exemption. At the time it is sold for
development, the exemption will be removed and the valuation will reflect the market value of the land. In
order to determine the estimated land valuation to be created in the TIRZ, City staff compiled an average
acre value from the surrounding businesses to arrive at a value of $37,519 per acre. With an estimated
19.31 acres being developed each year, Table 2 shows the impact of adding $724,492 in new value each
year.
Business Personal Pro�ertX
In order to determine the estimated business personal property value to be captured within this industrial
TIRZ, City staff compiled an average of five existing companies (two manufacturers and three
warehouse/distribution centers) and determined that business personal property for these companies is
191 % more than the real property values (land and improvements). A more conservative percentage of
150% has been applied to the value created by the industrial and rail served sites, and only 50% to the
commercial value created within the mixed use area. Revenues from business personal property valuation
will not be included in the TIRZ funding. However, it is included in this feasibility plan as this revenue
will flow to the taxing entities at 100 percent. The value created over the life of the TIRZ by business
personal property is shown in attached Table 3.
Rollback Tax Revenue
As stated in the previous section, the entire TIRZ area receives an Ag Exemption on the undeveloped land.
The owner's cattle are grazing the pasture land. As property is developed, the pasture land will assume its
market valuation under industrial zoning, and the new owner will be required to pay the difference between
the property tax paid under the Ag Exemption and the higher market valuation for the previous five years.
The TIRZ will receive property tax revenue for the rollback taxes for the years that the property has been
included in the TIRZ. Rollback tax revenue for years prior to the creation of the TIRZ will belong to the
taxing entities at 100%. Rollback tax revenue is based on the annual land valuation (Table 2) less an
E'?
Exhibit D
average value per acre under the Ag Exemption of $4,778 for a total estimated annual rollback of $719,714
Rollback taxes are a one-time payment, therefore cumulative valuation is not calculated. The value created
over the life of the TIRZ by rollback tax revenue is shown in attached Table 4
Forecast
The forecast of increased value created within the TIRZ boundary during the next 25 years from these four
categories is shown in Table 5. Revenue to the City of Denton and the City's contribution to the TIRZ over
the life of the TIIZZ are detailed in attached Table 6. Revenue to Denton County and the County's
contribution to the TIRZ over the life of the TIRZ are detailed in attached Table 7. Revenues to the TIRZ
Fund over the life of the TIRZ and based on the values shown in attached Table 5 are provided in Table 8.
Below is a summary of all revenues:
Revenue to Real and BPP Revenue to Real and BPP Revenue to Total Revenue
TIRZ Fund City of Denton after TIRZ Denton County after TIRZ Generated
Contribution Contribution
$14,275,430 $43,926,530 $18,862,910 $77,648,870
The increase in the property tax rate for the City of Denton over the past five years totals $0.023 per $100
valuation. The tax rate for Denton County has increased by $0.047 over the past five years. This study
conservatively increases the 2012 tax rates for both the City and County by $0.03 in the eleventh year of
the TIRZ.
Jurisdiction
City of Denton
Denton County
Years 2012 Tax Rate
$/$100 Value
1-10 0.6897500
11-25 0.7197500
% of Tax
Rate
40
40
1-10 0.2828670 40
11-25 0.3128670 40
The public infrastructure projects planned to stimulate the higher values created by the TIIZZ are shown in
Project Plan Exhibit D.
�
Exhibit D
SECTION IV: TABLES
lo
Exhibit D
TABLE 1
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
DEVELOPMENT VALUATION INCREASE, $M
YEAR INCREASE FROM CUMULATIVE
DEVELOPMENT $M INCREASE $M
2012
2013
2014 $11.59 $11.59
2015 $11.59 $23.18
2016 $11.59 $34.77
2017 $11.59 $46.36
2018 $11.59 $57.95
2019 $11.59 $69.54
2020 $11.59 $81.13
2021 $11.59 $92.72
2022 $11.59 $104.31
2023 $11.59 $115.90
2024 $11.59 $127.49
2025 $11.59 $139.08
2026 $11.59 $150.67
2027 $11. 5 9 $162.26
2028 $11.59 $173.85
2029 $11.59 $185.44
2030 $11.59 $197.03
2031 $11.59 $208.62
2032 $11.59 $220.21
2033 $11.59 $231.80
2034 $11.59 $243.39
2035 $11.59 $254.98
2036 $11.59 $266.57
TOTAL $266,570,000
Assumptions
Development Based on build-out of 100% of Industrial and Rail-Served sites plus 30% of Mixed-
use site build-out projections equaling $289,629,330. Assumes 25 year build-out
with 1/25th ($11.59M) allocated each of the 25 years of the TIRZ.
11
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
LAND VALUATION INCREASE, $M
YEAR INCREASE FROM CUMULATIVE
DEVELOPMENT $M INCREASE $M
2012
2013 $.72 $.72
2014 $.72 $1.44
2015 $.72 $2.16
2016 $.72 $2.88
2017 $.72 $3.60
2018 $.72 $4.32
2019 $.72 $5.04
2020 $.72 $5.76
2021 $.72 $6.48
2022 $.72 $7.20
2023 $.72 $7.92
2024 $.72 $8.64
2025 $.72 $9.36
2026 $.72 $10.08
2027 $.72 $10.80
2028 $.72 $11.52
2029 $.72 $12.24
2030 $.72 $12.96
2031 $.72 $13.68
2032 $.72 $14.40
2033 $.72 $15.12
2034 $.72 $15.84
2035 $.72 $16.56
2036 $.72 $17.28
TOTAL $17,280,000
Assumptions
Land Valuation Increase in Land value is based on the average land value of $37,519
per acre of five existing industries immediately adjacent to TIRZ.
Table 2 assumes land to be developed 1931 acres per year. Only
includes 482.75 of the 636 developable acres. Land value not applied
to land not developable due to flood plain or other issues.
TABLE 2
12
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
BUSINESS PERSONAL PROPERTY VALUATION INCREASE, $M
YEAR INCREASE FROM CUMULATIVE
DEVELOPMENT $M INCREASE $M
2012
2013
2014 $14.56 $14.56
2015 $14.56 $29.12
2016 $14.56 $43.68
2017 $14.56 $58.24
2018 $14.56 $72.80
2019 $14.56 $87.36
2020 $14.56 $1 O l .92
2021 $14.56 $116.48
2022 $14.56 $131.04
2023 $14.56 $145.60
2024 $14.56 $160.16
2025 $14. 5 6 $174.72
2026 $14.56 $189.28
2027 $14.56 $203.84
2028 $14.56 $218.40
2029 $14.56 $232.96
2030 $14.56 $247.52
2031 $14.56 $262.08
2032 $14.56 $276.64
2033 $14.56 $291.20
2034 $14.56 $305.76
2035 $14.56 $320.32
2036 $14.56 $334.88
TOTAL $334,880,000
Assumptions
BPP Valuation Business Personal Property (BPP) projections based on average of
taxable BPP (BPP less Freeport Exemptions) of five existing industries
in immediate area of TIRZ. Actual existing BPP equals 191 % of real
value. Conservative BPP projections of 150% on Industrial and Rail-
served sites and 50% on Mixed-use commercial sites used in
Feasibility Plan.
TABLE 3
13
Exhibit D
TABLE 4
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
TIRZ ROLL BACK VALUATION, $M
YEAR ROLLBACK
VALUE
2012
2013 $1.44
2014 $2.16
2015 $2.88
2016 $3.60
2017 $3.60
2018 $3.60
2019 $3.60
2020 $3.60
2021 $3.60
2022 $3.60
2023 $3.60
2024 $3.60
2025 $3.60
2026 $3.60
2027 $3.60
2028 $3.60
2029 $3.60
2030 $3.60
2031 $3.60
2032 $3.60
2033 $3.60
2034 $3.60
2035 $3.60
2036 $3.60
TOTAL $82,080,000
Assumptions
Rollback Value Rollback value is based on one-time assessment of land removed from Ag
Exemption of $719,714. Rollback assessment equals Land Value in Table 2 of
$724,492 ($37,519/acre x 19.31 acres) less Ag Value currently assessed $4,778.
Example - Rollback paid on 2009, 2010, 201 l, 2012 and 2013. Revenues from 2012 and
Land sold in 2013: 2013 allocated to TIRZ; 2009, 2010, & 2011 revenues only to taxing entities.
TIRZ fund benefits from Rollback for those years the TIRZ has been established.
14
Exhibit D
TABLE 5
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
TOTAL INCREASE VALUATION, $M
TOTAL TOTAL TOTAL
DEVELOP- CUMULATIVE
YEAR LAND ANNUAL CUMULATIVE ROLLBACK
MENT VALUATION VALUATION ROLLBACK
2012
2013 $0.72 $0.72 $0.72 $1.44 $2.16
2014 $11.59 $0.72 $1231 $13.03 $2.16 $14.47
2015 $11.59 �p 72 $1231 $2534 $2.88 $27.50
2016 $11.59 �p 72 $1231 $37.65 $3.60 $40.53
2017 $11.59 �p 72 $1231 $49.96 $3.60 $53.56
2018 $11.59 $0.72 $1231 $6227 $3.60 $65.87
2019 $11.59 $0.72 $1231 $74.58 $3.60 $78.18
2020 $11.59 $0.72 $1231 $86.89 $3.60 $90.49
2021 $11.59 $0.72 $1231 $9920 $3.60 $102.80
2022 $11.59 �p 72 $1231 $111.51 $3.60 $115.11
2023 $11.59 $0.72 $1231 $123.82 $3.60 $127.42
2024 $11.59 �p 72 $1231 $136.13 $3.60 $139.73
2025 $11.59 �p 72 $1231 $148.44 $3.60 $152.04
2026 $11.59 �p 72 $1231 $160.75 $3.60 $16435
2027 $11.59 �p 72 $1231 $173.06 $3.60 $176.66
2028 $11.59 $0.72 $1231 $18537 $3.60 $188.97
2029 $11.59 $0.72 $1231 $197.68 $3.60 $20128
2030 $11.59 �p 72 $1231 $209.99 $3.60 $213.59
2031 $11.59 $0.72 $1231 $22230 $3.60 $225.90
2032 $11.59 $0.72 $1231 $234.61 $3.60 $23821
2033 $11.59 �p 72 $1231 $24692 $3.60 $250.52
2034 $11.59 $0.72 $1231 $25923 $3.60 $262.83
2035 $11.59 �p 72 $1231 $271.54 $3.60 $275.14
2036 $11.59 $0.72 $1231 $283.85 $3.60 $287.45
TOTAL 266,570,000 $17,280,000 $283,850,000 $82,080,000
15
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
CITY OF DENTON REVENUES/CONTRIBUTIONS $K
CITY REVENUE CITY TIRZ CONTRIBUTION
CUMULATIVE CONTRIBUTION CUMULATIVE
YEAR REVENUE $K REVENUE $K $g CONTRIBUTION
$K
2012
2013
2014 $23.85 $23.85 $5.97 $5.97
2015 $173.29 $197.14 $41.92 $47.89
2016 $322.72 $519.86 $77.87 $125.76
2017 $472.16 $992.02 $113.81 $239.57
2018 $623.58 $1,615.60 $147.78 $38735
2019 $775.00 $2,390.60 $181.74 $569.09
2020 $926.43 $3,317.03 $215.70 $784.79
2021 $1,124.73 $4,441.76 $260.52 $1,045.31
2022 $1,282.74 $5,724.50 $295.96 $1,341.27
2023 $1,440.74 $7,16524 $331.40 $1,672.67
2024 $1,598.75 $8,763.99 $366.84 $2,039.51
2025 $1,756.76 $10,520.75 $402.28 $2,441.79
2026 $1,914.77 $12,435.52 $437.72 $2,879.51
2027 $2,072.78 $14,50830 $473.16 $3,352.67
2028 $2,230.79 $16,739.09 $508.60 $3,861.27
2029 $2,388.79 $19,127.88 $544.04 $4,405.31
2030 $2,546.80 $21,674.68 $579.48 $4,984.79
2031 $2,704.81 $24,379.49 $614.92 $5,599.71
2032 $2,862.82 $27,24231 $650.36 $6,250.07
2033 $3,020.83 $30,263.14 $685.80 $6,935.87
2034 $3,178.84 $33,441.98 $721.24 $7,657.11
2035 $3,336.84 $36,778.82 $756.68 $8,413.79
2036 $3,494.85 $40,273.67 $792.12 $9,205.91
2037 $3,652.86 $43,926.53 $827.56 $10,033.47
TOTAL $43,926,530 $10,033,470
TABLE 6
16
Exhibit D
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
DENTON COUNTY REVENUES/CONTRIBUTIONS, $K
COUNTY REVENUE COUNTY TIRZ CONTRIBUTION
CUMULATIVE CONTRIBUTION CUMULATIVE
YEAR REVENUE $K REVENUE $K $g CONTRIBUTION
$K
2012
2013
2014 $7.34 $7.34 $0.82 $0.82
2015 $67.40 $74.74 $14.75 $15.57
2016 $127.46 $202.20 $28.68 $4425
2017 $187.53 $389.73 $42.60 $86.85
2018 $249.62 $639.35 $56.53 $14338
2019 $311.72 $951.07 $70.46 $213.84
2020 $373.82 $1,324.89 $84.39 $29823
2021 $482.51 $1,807.40 $108.74 $406.97
2022 $550.84 $2,35824 $124.15 $53112
2023 $619.52 $2,977.76 $139.55 $670.67
2024 $688.20 $3,665.96 $154.96 $825.63
2025 $756.89 $4,422.85 $170.36 $995.99
2026 $825.57 $5,248.42 $185.77 $1181.76
2027 $894.26 $6,142.68 $201.17 $1382.93
2028 $962.94 $7,105.62 $216.58 $1599.51
2029 $1031.63 $8,13725 $231.98 $1831.49
2030 $1100.31 $9,237.56 $247.39 $2078.88
2031 $1169.00 $10,406.56 $262.79 $2341.67
2032 $1237.68 $11,64424 $278.20 $2619.87
2033 $1306.37 $12,950.61 $293.61 $2913.48
2034 $1375.05 $14,325.66 $309.01 $3222.49
2035 $1443.73 $15,76939 $324.42 $3546.91
2036 $1512.42 $17,281.81 $339.82 $3886.73
2037 $1581.10 $18,862.91 $355.23 $4241.96
TOTAL $18,862,910 $4,241,960
TABLE 7
17
Exhibit D
TABLE 8
CITY OF DENTON
TAX INCREMENT REINVESTMENT ZONE NO. 2
TIRZ FUNDING FROM CITY AND COUNTY
CITY COUNTY TOTAL TIRZ CUMULATIVE
YEAR CONTRIBUTION CONTRIBUTION CONTRIBUTIONS TIRZ
$K $K �K CONTRIBUTIONS
$K
2012
2013
2014 $5.97 $0.82 $6.79 $6.79
2015 $41.92 $14.75 $56.67 $63.46
2016 $77.87 $28.68 $106.55 $170.01
2017 $113.81 $42.60 $156.41 $326.42
2018 $147.78 $56.53 $204.31 $530.73
2019 $181.74 $70.46 $252.20 $782.93
2020 $215.70 $84.39 $300.09 $1,083.02
2021 $260.52 $108.74 $369.26 $1,45228
2022 $295.96 $124.15 $420.11 $ l, 87239
2023 $331.40 $139.55 $470.95 $2,34334
2024 $366.84 $154.96 $521.80 $2,865.14
2025 $402.28 $170.36 $572.64 $3,437.78
2026 $437.72 $185.77 $623.49 $4,06127
2027 $473.16 $201.17 $674.33 $4,735.60
2028 $508.60 $216.58 $725.18 $5,460.78
2029 $544.04 $231.98 $776.02 $6,236.80
2030 $579.48 $247.39 $826.87 $7,063.67
2031 $614.92 $262.79 $877.71 $7,94138
2032 $650.36 $278.20 $928.56 $8,869.94
2033 $685.80 $293.61 $979.41 $9,84935
2034 $721.24 $309.01 $1,03025 $10,879.60
2035 $756.68 $324.42 $1,081.10 $11,960.70
2036 $792.12 $339.82 $1,131.94 $13,092.64
2037 $827.56 $355.23 $1,182.79 $14,275.43
TOTAL $10,033,470 $4,241,960 $14,275,430
�'?
Legal
Schrader & Cline
Schrader & Cline
Terry D. Morgan & Assoc
Terrv D. Mor�an & Assoc
Exhibit E
Pre-TIRZ Administrative Costs
Invoice Date Amount
11/2/2012 $ 1,944.02
12/4/2012 $ 675.00
10/31/2013 $ 1,230.00
3/31/2014 $ 870.00
$ 4,719.02
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Page 26
REIMBURSEMENT AGREEMENT
Exhibit G-1
Description of Phase I Public Improvements
• Two additional lanes added to the western side of the existing pavement for Western
Boulevard from Airport Road to Jim Christal Road, all located entirely within the
existing public right-of-way for Western Boulevard, consisting of approximately 6,400
linear feet of two additional traffic lanes (16-foot and 12-foot lanes) with curbs. (Note:
Although the original long range plans for Western Boulevard included a total of six
lanes, the recent Traffic Study indicates that only four lanes total are necessary; and
accordingly, the parties acknowledge that the two additional lanes described immediately
above are the only additional lanes which Westray is responsible for constructing,
whether or not Westray proceeds with Phases II and IIL)
• Associated drainage improvements which will be located entirely within the existing
public right-of-way for Western Boulevard and shall include reinforced concrete pipe
(RCP) ranging in size from 18"to 27". There will be approximately 13 drainage inlets
(ten 20' inlets and three 10' inlets).
• Sanitary sewer line extension which will consist of an approximate 1,500 feet of 8" PVC
and an approximate 4,900' of 15" PVC pipe, all located entirely within the existing
public right-of-way for Western Boulevard.
• Waterline extension which will run from Airport Road to US 380 (University Drive) and
is approximately 10,682 linear feet of 16" ductile iron (DI) pipe, all located entirely
within the existing public right-of-way for Western Boulevard.
• Landscaping in connection with the forgoing to City standards, all located entirely within
the existing public right-of-way for Western Boulevard.
• Install traffic signals at the following intersections: (i) Western Boulevard and US 380
(University Drive), (ii) Western Boulevard and Jim Christal Road and (iii) Western
Boulevard and Airport Road.
• Street, directional and/or other signage, all located entirely within the existing public
right-of-way for Western Boulevard.
• If Westray determines that extension of low or high pressure gas pipeline is necessary or
desirable and not separately completed by applicable utility providers, then Westray may,
but is not required to, include as part of the Public Improvements for Phase I an extension
of low and/or high pressure gas line(s), all located entirely within the existing public
right-of-way for Western Boulevard or within existing easement areas previously granted
to the City of Denton.
Page 27
REIMBURSEMENT AGREEMENT
Exhibit G-1
Description of Phase I Public Improvements
In addition to the forgoing, it is acknowledged that pursuant to a separate agreement between
Westray's affiliate Westpark Group, LP and the City of Denton, certain drainage improvements
are to be constructed by the City of Denton to the East of Western Boulevard, between Western
Boulevard and the existing railroad spur (all as more particularly described therein) ("Additional
Drainage Improvements") . Westray is not responsible for constructing the Additional
Drainage Improvements but Westray or its affiliate is expected to advance funds to the City of
Denton to cover the cost to construct the Additional Drainage Improvements ("Westray
Advanced Funds"). The Additional Drainage Improvements are not part of the Public
Improvements hereunder insofar as any obligation of Westray to construct same, but they are
included in the Public Improvements hereunder insofar as the Westray Advanced Funds shall be
considered Project Costs for all purposes under this Agreement.
Page 28
REIMBURSEMENT AGREEMENT
Exhibit G-2
Description of Phase II Public Improvements
• Reconstruct Jim Christal Road and West Oak Street from Western Boulevard to the I-35
Frontage Road will consist of an approximate 6,400 linear feet of 54-feet of pavement
(four travel lanes and a center 24-foot median), all located entirely within the Expanded
Jim ChristaUWest Oak Right-of-Way (as defined in Exhibit I). There will be a 16-foot
and an 11-foot travel lane in each direction, with curbs.
• Associated drainage improvements which will be located entirely within the Expanded
Jim ChristaUWest Oak Right-of-Way and shall include approximately 8,SOO linear feet of
approximately 30" RCP pipe. There will be approximately 24 drainage inlets (sixteen
20' inlets and eight 10' inlets) and one drainage crossing improvement.
• Sanitary sewer line extension which will consist of an approximate 3,400 feet of 8" PVC
and an approximate 4,000' of 12" PVC pipe, all located entirely within the Expanded Jim
ChristaUWest Oak Right-of-Way.
• Waterline extension which will consist of 2,400 linear feet of 12" PVC and 2,000 linear
feet of 16"PVC, all located entirely within the Expanded Jim ChristaUWest Oak Right-
of-Way.
Page 29
REIMBURSEMENT AGREEMENT
Exhibit G-3
Description of Phase III Public Improvements
• Extend Precision Drive from the existing Northern terminus Northward to West Oak
Street, all located entirely within the Dedication Land (as described in Exhibit I) which
will consist of approximate 2,2001inear feet of two travel lanes with a continuous center
turn lane, and curbs.
• Associated drainage improvements which will be located entirely within the Dedication
Land and shall consist of approximately 3,3001inear feet of approximately 30" RCP pipe.
There will be approximately 9 drainage inlets (six 20' inlets and three 10' inlets).
• Sanitary sewer line extension which will consist of approximately 2,700 linear feet of 8"
PVC, all located entirely within the Dedication Land.
• Waterline extension from the northern terminus of the existing waterline located in the
existing portion of Precision Drive, extending northward to the waterline located within
Jim Christal Road, consisting of approximately 4,000 linear feet of 12" PVC, all located
entirely within the Dedication Land.
Page 30
REIMBURSEMENT AGREEMENT
Exhibit H-1
Cost Schedule for Phase I
�"�as� 1-INest�rm ��vd. Pav�ng, C�u�a�mag�, Wa#�r and S�wer
Hard Canstructian Casts
sA+'estern Blvd qaving[Tudo additidnal lanes� $ I.,542,229
tiN'estern Blvd. Starm Grainage $ 85,7.33
tiN'estern Blvd. Sanitary Se�sder $ 30���3,430���
5N'estern Blud. S^Jater $ t,38�7,570���
Traffic Signals $ -
ir'�desternf380��� $ L20y640���
ir'�desternflG $ ia0y640���
6N'esternfAarpdrt $ iad,Ga6
Landscaping/Irrigation $ Sd,Ga6
Entry Mrnument $ 50��,60�0��
Additi�na) Orainag:e Impr�vements $ 350���,60�0���
Gas $ 50��,60��0���
Ta3al Hard Cast�:s $ 4,i72,90���2
S�n�t� Costs
Engineering
Administratiye
Permits/�ees
ChJI Fee
Insurance
Landscape Architect.
Tntal S�n#t� Cnsts
Ca�ntingency
'�o#a� Phase 1 �"a-crjeet Cas#s
�S��GO1B#�C�'Fl#EB"�5� 4C1 �'�'185�' �'i4��lEC� �4��5�5*
$ 236,60�0..
$ 25,60,p...
$ 34,60'0�..
$ LS{1��,60'0���
$ 25,fYL�i
$ 30���,60��0���
$ Sad,Ga6
$ 42Qy5�6i.
$ 5,693,463
$ 2,Sa0��,640...
�`RCtual Interest udill depend dn the availability df funds in the Tax Increment Fund and the timing af disbursements from the Tax Increment �und td +Arestrayfor
reimbursement df L+erified Pra;iect Gdsts. This estimate is used anlyto illustarte possnb8e Interestthat �.�ill be incurred and is ndt a maximum ar minimum amdunt.
Page 31
REIMBURSEMENT AGREEMENT
Exhibit H-2
Cost Schedule for Phase II
�'F�ase 11 - J�re� C�is#a1flRVest l7ak 5#. Pav�ng, C�ra�nage ao�d aar�n#ary ��urer
Hard Canstruct.io�n Cost:s
lim Ghris#aI/51d'est �ak �'aving
lG�'�^Jd 5tdrm �rainage
lG/'�N'd Sanitary 52�w��er
lG1'SN'd SN'ater
Traffic Signals
's^Jest. dak/I-355B
's^d'est. dakl`�-35�16�
YPJest. aak�`Precisean
La n d s ca p i ng�5 rrigati o n
Entry Pvldnument.
Eled�.rocity
Gas
Tatal Hard Casts
$ 2,SO...S,SSf1...
$ 3d3,906
$ �8�2,28-0...
$ 514,8�0..
3By60'0�..
30��,60��0���
ia0��,640���
30���,600���
S�oft� Cos.ts
Engine2ring $ L50���,600���
Administrative $ 25,60�0��
Permits/�ees $ 25,60�0���
CPV1 Fee $ 84,6A�
Insurance $ 25,60��0���
Landscape Architect $ 1o�yd0��0���
Tatal S�n#t� Cnsts. $ 319,6A:1t
Cc�nt�ingency $ 455,i8�3
�4#B� P�"iBSe �I C45#S
� s,ao�,ai3
Est�Fina#ed In#e�-est oe� �"hase 11 P�aject Gcrs#s* $ I,iaa,caa
"Actual Interest aJiII depend on the availahilit:y of funds in the Tax Increment Fund and the timing of dis6ursements from the Tax Increment �und to tiPd'estrayfor
reim6ursement df Verified Pra;ject Gdsts. This es#imate is used anlyto illustarte poss66le Interest.that �r�ill 6e incurred and is ndt. a maximum ar minimum amdunt.
Page 32
REIMBURSEMENT AGREEMENT
Exhibit H-3
Cost Schedule for Phase III
�"�as� 111- Pr�c�snoo� C�u-�v� Pav�ng, C�a-a�nag� V4�a#ea- amd San6#a�ry S�w�r
Hard Canstructian Costs
Precis�on Orove Paving
Precisidn Storm Orainage
Precision 5anitary 5e4�+er
Precisi�n 4Uater
Trafic5agnals
AArport/�akota
Rirport�precisan
AArpor[f1-355B
AArpor[fB�dnnie Brae
Le n d s ca p a ng�5 rrigati o n
Entry Pvl�nument.
Electricity
Gas
Tatal Hard Casts
S�o$t Costs
Engineering
Administratiue
�erm�tsj�ees
c�n �ee
Insurance
Landscape Architect.
Tatal S�o$t Casts
Cantingency
�4#B� �'�`iBS� ��� �45tS
Est��mated Inte�est o¢� P�ase 11 P�aject Gosts*
$ 657,606
$ 5.33,8E�...
$ SS,�O
$ 21Q...,t2i.
$ 80.,,60'0�..
$ SO.,,d0��0�..
$ SOy60��0�..
$ Sd,Ga6
� 50��,60�0��
� -
� -
$ 30.,,60'0�..
$ t,d52,fi2i.
� Sfly�O,p,.
S 1Q.y60'0,.
S 1Qy�0'0,.
g so,aoo
S ia,aao
$ 10��,640���
$ i40��,60�0��
$ L59,262
$ t,75S,88�3
� zao,aoo
�`RCtual Interest udill depend dn the availability df funds in the Tax Increment Fund and the timing af disbursements from the Tax Increment �und td +Arestrayfor
reimbursement df L+erified Pra;iect Gdsts. This estimate is used anlyto illustarte possnb8e Interestthat �.�ill be incurred and is ndt a maximum ar minimum amdunt.
Page 33
REIMBURSEMENT AGREEMENT
Exhibit I
Easement Areas
All Public Improvements will be located in existing easements, land owned by the City and/or
public rights-of-way, except for the following:
The Additional Drainage Improvements will be located in the area described on Exhibit
I-1 hereto ("Draina�e Easement Area"), and Westray shall cause a drainage easement
instrument to be executed and recorded covering such area, and all Additional Drainage
Improvements will be located in such area.
If Westray elects to proceed with the Phase II Public Improvements, Westray will cause
up to 25 feet of land to be dedicated on both sides of Jim Christal Road and West Oak
Street (for those portions extending from Western Boulevard to the I-35 Frontage Road
only) (the existing right-of-way for Jim Christal Road and West Oak Street as expanded
by the additional dedications described immediately above may be collectively referred
to as the "Ex�anded Jim ChristaUWest Oak Ri�ht-of-WaX").
• If Westray elects to proceed with the Phase III Public Improvements, Westray will cause
the strip of land shown on Exhibit I-2 attached hereto (running North-South from the
existing Northern terminus of Precision Drive Northward to West Oak Street)
("Dedication Land") be publically dedicated, and all Phase III Public Improvements will
be located within such area.
Page 34
REIMBURSEMENT AGREEMENT
Exhibit I-1
Drainage Easement Area
SITUATED in the City of Denton, Denton County, Texas, and being a strip of land in the J. PERRY
SURVEY, Abstract No. 1040, and being across a portion of LOT 2A, BLOCK A, PHASE 2, WESTPARK
ADDDITION, as shown on plat thereof recorded under Denton County Clerk's (Clerk's) File No.
2011-116, and said strip being more fully described as follows:
BEGINNING at an "Arthur Surveying Company" 5/8" iron rod found in place for the northwest
corner of Lot 1, Block 1, R. D. Wells Interchange, shown on plat thereof recorded in Cabinet Y,
Page 619, of the Denton County Plat Records, said point being 0.54 foot South 89 degrees East
from the east line of that certain railroad spur easement described in Assumption of Easement
Rights to BC Rail Spur, L. P. recorded under Clerk's File No. 2007-12766;
THENCE South 1 degree, 13 minutes, 25 seconds West with a common line between said Lot 1
and said Lot 2A, and generally along said east line of rail spur easement, 89.02 feet;
THENCE South 66 degrees, 20 minutes, 55 seconds West across said Lot 2A, 681.33 feet to a point
in a west line of said Lot 2A and the east line of Western Boulevard (variable width right-of-way)
as described in instrument recorded under Clerk's File No. 2007-81316, said point being 20.92 feet
North 8 degrees, 32 minutes, 55 seconds East from an "RPLS 1640" capped 5/8" iron rod set for
the end of a curve in said west line and east right-of-way line;
THENCE North 8 degrees, 32 minutes, 55 seconds East with said west line of Lot 2A and east line
of Western Boulevard, 171.99 feet;
THENCE easterly across said Lot 2A, the following courses and distances:
North 84 degrees, 03 minutes, 30 seconds East, 149.69 feet;
North 66 degrees, 20 minutes, 55 seconds East, 442.91 feet; and,
South 88 degrees, 50 minutes, 30 seconds East, at 45.31 feet crossing said east line
of rail spur easement and continuing in all 45.85 feet to the PLACE OF BEGINNING,
and containing 1.6234 acres.
Page 35
REIMBURSEMENT AGREEMENT
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Page 36
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T�¢,3:^T
REIMBURSEMENT AGREEMENT
AGENDA DATE:
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
May 13, 2014
Economic Development
John Cabrales, Jr.
�
�
Consider approval of a resolution of the City Council of Denton, Texas, making findings
that the proposed Rayzor Ranch Public Improvement District No. 1 and the proposed
public improvements will promote the interests of the city and confer a special benefit on
a definable part of the city; providing that the district and proposed public improvements
are feasible and advisable; providing findings with respect to the nature and estimated
cost of the proposed public improvements, the boundaries of the district, the method of
assessment, and apportionment of costs between the District and the City; authorizing the
creation of the District and directing the City Secretary or other officer to publish notice
of the creation; and providing an effective date.
BACKGROUND
A Public Improvement District (PID) is a defined area where public improvements may
be financed through the use of special assessments. The funds from the assessment can
be used to maintain those improvements. Under Chapter 372 of the Local Government
Code, a public improvement district may be formed to accomplish any of the following
improvements:
• Water, wastewater, health and sanitation, or drainage improvements (including
acquisition, construction, or improvements of water, wastewater or drainage
improvements);
• Street and sidewalk improvements (acquiring, constructing, improving, widening,
narrowing, closing or rerouting sidewalks, streets or any other roadways or their
rights-of-way);
• Mass transit improvements (acquisition, construction, improvement or rerouting
of mass transportation facilities);
• Parking improvements (acquisition, construction or improvement of off-street
parking facilities);
• Library improvements (acquisition, construction or improvement of libraries);
• Park, recreation and cultural improvements (the establishment or improvement of
parks);
• Landscaping and other aesthetic improvements (erection of fountains, distinctive
lighting and signs);
• Art installation (acquisition and installation of pieces of art);
• Creation of pedestrian malls (construction or improvement of pedestrian malls);
• Similar improvements (projects similar to those listed above);
Agenda Information Sheet
May 13, 2014
Page 2
• Supplemental safety services for the improvement of the district, including public
safety and security services; or
• Supplemental business-related services for the improvement of the district,
including advertising and business recruitment and development.
The Project
The proposed District will include approximately 230 acres owned by Allegiance
Hillview, L.P. and DB Denton II, LLC ("Owners") and located in the southeast quadrant
of the intersection of West University Drive (U.S. Highway 380) and Interstate Highway
35.
The property is being developed for commercial/retail and multi-family uses comparable
in quality to the Rayzor Ranch project north of West University Drive, and will be unique
and exceed the standards in the Denton Development Code. No single-family uses will
be included. The required public improvements will be financed, in part, from the
proceeds of District bonds issued by the City and secured solely by assessments levied
against the property on a per-acre basis that takes into consideration permitted uses.
Assessments will be secured by a lien on the property that is senior to private financing
but junior to the lien for ad valorem taxes. No city property will be assessed, and the City
will not otherwise have any liability to pay assessments. All costs of the collection and
administration of the District will be paid by property owners as part of the annual
installments of assessments. Costs and penalties resulting from assessment delinquencies
(including foreclosure) will also be paid by property owners in the same manner as for ad
valorem tax delinquencies.
The Process
The creation of the District will not obligate the City to levy assessments or issue District
bonds. If the City Council determines it is in the best interest of the City and the property
to levy assessments and issue District bonds, then the amount and terms and conditions of
the bonds (as well as the method by which bond proceeds will be administered) will be
subject to final approval by the City Council.
When assessments have been levied, notice (in a form approved by the City Attorney)
will be filed in the real property records so that all purchasers of property in the District
will have notice of the District, the amount of the assessments (and corresponding liens)
that apply to the property being purchased, the options for payment, and the liability of
the owner should the assessments become delinquent.
Prior to the City Council considering assessments or bond sales, Council will be provided
with the "official reports" which will include a list of the public improvements and the
estimated costs that have been prepared by an engineering firm. In addition, Council will
receive the Preliminary Service and Assessment Plan, Preliminary Assessment Roll, and
Draft Reimbursement Agreement. At this time, Council will be asked to call another
Public Hearing where the final Service and Assessment Plan, Assessment Roll,
Reimbursement Agreement and Evidence of Enhanced Value will be considered for
Agenda Information Sheet
May 13, 2014
Page 3
approval. The final documents must be provided to the City at least ten days prior to the
Public Hearing for our review.
ESTIMATED SCHEDULE OF PROJECT
If the PID is approved by Council, construction of the improvements may start twenty
days following the creation of the PID.
According to Chapter 372 of the Local Government Code, a public hearing will be held
following completion of the Feasibility Report "to determine the advisability of the
proposed improvements." Council will "make findings regarding the advisability of the
proposed improvements" by resolution.
A five-year on-going service plan and assessment plan will be developed.
PRIOR ACTION/REVIEW
On May 6, 2014, a Public Hearing was held to consider creation of the PID. The
ordinance to create the PID was tabled until May 13, 2014.
On April l, 2014 Council approved a Resolution 2014-012 accepting for filing a petition
for the creation of Rayzor Ranch Public Improvement District No. l; ordering a public
hearing to consider the creation of the District; authorizing and directing the publication
and mailing of notices of the public hearing as required by law.
On March 25, 2014, representatives of RED Development filed a petition requesting the
City Council consider the creation of a Public Improvement District (PID) to provide for
funding for infrastructure improvements for Phase II of the Rayzor Ranch development —
Rayzor Ranch Town Center.
The Economic Development Partnership Board discussed the proposed PID at their April
l, 2014 and March 18, 2014, meetings and gave staff direction to continue to pursue the
creation of the PID and the Term Sheet. The City Council discussed the PID request at
their March 4, 2014, meeting and directed staff to proceed with the creation of the PID.
FISCAL INFORMATION
The estimated total cost of the proposed public improvements is $40,000,000. Pursuant
to the Term Sheet, the maximum indebtedness for Assessment Area #1 will be
$12,000,000.
Costs incurred in the creation and administration of the PID will be paid through PID
funds.
The Term Sheet is provided as Exhibit 2, and includes the following key considerations
to protect the City's financial interests:
• The minimum assessed value to lien ratio at each bond issue is 3:1.
Each bond issue will preclude the City from making debt service payments other
than from special assessment revenues.
Agenda Information Sheet
May 13, 2014
Page 4
The PID will cover the City's administrative costs.
The developer will be required to deposit into escrow cash or a Letter of Credit
(Financial Assurance) to cover any projected construction shortfalls.
The developer will be required to petition the City to dissolve the PID if no bonds
are issued within five years from the date of formation of the PID.
EXHIBITS
Exhibit 1— Rayzor Ranch PID Term Sheet
Exhibit 2— Resolution Creating the PID
Respectfully submitted:
, �,� :1. �i. �!�! _ .��_
Aimee Bissett, Director
Economic Development Department
EXHIBIT 1
TERM SHEET
RAYZOR RANCH PUBLIC IMPROVEMENT DISTRICT NO. 1
3/7/14
In order to form the Rayzor Ranch Public Improvement District No. 1("the PID"), the following
limitations and performance standards shall apply:
FINANCING CRITERIA
L Maximum TotalIndebtedness—PID $ 40,000,000 subject to the limitation that the
estimated equivalent tax rate of the assessments upon
completion of the development does not exceed $0.50
per $100 of assessed value.
2. Estimated Total Qualified Development Costs $ 32,000,000
— PID
3. Maximum Total Indebtedness — Assessment $ 12,000,000
Area # 1
4. Maximum annual assessment rate as $0.50 per $100 of assessed value
equivalent tax rate upon completion of
development — Assessment Area #1
5. Maximum Construction Costs to be Funded —$ 8,100,000
Assessment Area #1
6. Minimum appraised value to lien ratio at date 3:1
of each bond issue
7. Maximum years of capitalized interest for each 2
bond issue
8. Maximum term of each bond issue (to extent 30 years
allowed by law)
The aggregate principal amount of bonds required to be issued shall not exceed an amount sufficient to
fund: (i) the actual costs of the qualified public improvements (ii) required reserves and capitalized
interest during the period of construction and not more than 12 months after the completion of
construction and in no event for a period greater than 2 years from the date of the initial delivery of the
bonds and (iii) any costs of issuance. Provided, however that to the extent the law(s) which limit the
period of capitalized interest to 12 months after completion of construction change, the foregoing
limitation may be adjusted to reflect the law(s) in effect at the time of future Bond issuances. Appraisals
shall be performed by an independent third party satisfactory to the City and shall assume development of
the property will only include completion of the Authorized Improvements financed with PID Bonds
and/or any other financial assurance as required according to the terms herein.
MISCELLANEOUS
l. The specific Financing Criteria above includes potential financing activity associated with those land
parcels within Rayzor Ranch Town Center and the approximately 100 acres currently owned by RED
Development, LLC or its affiliates and identified on Exhibit A as Assessment Area #l.
EXHIBIT 1
2. The land owned by Allegiance Hillview, or its affiliates, within the PID is not included in the above
stated Financing Criteria but Allegiance Hillview and/or its affiliates retain the right to submit
Financing Criteria similar to the above for Future Assessment Areas as shown on Exhibit A.
3. The proposed PID does not include land located north of University Avenue or any land intended for
development as detached single family residential.
4. The City of Denton (the "City") agrees that PID Bonds, subject to compliance with the standards set
forth herein, may be issued in advance of construction for the Authorized Improvements within
Assessment Area #l.
5. RED Development, or its assignees, may seek bond issues either in advance of construction of and/or
on a reimbursement basis for an individual Phase of the Project subject to compliance with these
standards. No PID bonds will be issued without the approval by the City of a Service and Assessment
Plan for the Specific Assessment Area within the District.
6. No General Obligation or Certificate of Obligation bonds will be utilized by the City to fund the PIDs.
7. RED Development, Allegiance Hillview, their assignees and the City agree that all PID bond issues, if
any, will be subject to approval by the City Council but that the terms outlined here will apply.
8. Special assessments on any given portion of the property may be adjusted in connection with
subsequent bond issues as long as the maximum annual assessment rate is not exceeded, and the
special assessments are determined in accordance with applicable Service and Assessment Plan(s).
Special assessments on any portion of the property will bear a direct proportionate relationship to, and
will not exceed, the special benefit of the public improvements to that improvement area.
9. The City shall not be obligated to provide funds for any improvement except from the proceeds of the
PID Bonds and/or per the terms of the 380 Agreement, as may be amended from time to time.
10. Each PID Bond Indenture will contain language precluding the City from making any debt service
payments for the PID Bonds other than from available special assessment revenues.
11. The PID will be responsible for payment of all of the City's reasonable and customary costs and
expenses associated with both the issuance of bonds and the ongoing administration of the PID.
12. It is agreed that the PID will be exempt from any public bidding or other purchasing and procurement
policies to the extent the project qualifies under Texas Local Government Code Section 252.022(a) (9)
which states that a project is exempt from such policies if "paving drainage, street widening, and other
public improvements, or related matters, if at least one-third of the cost is to be paid by or through
special assessments levied on property that will benefit from the improvements."
13. The City will not approve any PID Bonds for Assessment Area #1 unless at least 50% of the proposed
Gross Leasable Area has been pre-leased or under contract to be sold to retail operators.
14. It is agreed that the improvements to be funded by the PID for Assessment Area #1 or any other
parcels located within the PID are limited to those defined as Authorized Improvements under Texas
Local Government Code Section 372.003 ("Authorized Improvements"), and will be dedicated to the
City:
• Streets and sidewalks;
• Public safety and security services;
• Water, wastewater, health and sanitation, and drainage facilities
• Acquisition of rights of way;
• Art;
• Creation of pedestrian malls;
• Erection of fountains, landscaping and other aesthetics;
• Library facilities;
• Mass transit;
• Park, recreation and cultural facilities; and,
• Parking facilities.
2
EXHIBIT 1
15. The City retains the right to approve the use of future PID Bonds for construction costs of Authorized
Improvements for Future Assessment Areas or for additional assessments within Assessment Area #l.
16. RED Development, or its assignees, shall be obligated to provide funds, in a cash escrow/trust
agreement, or an irrevocable letter of credit (Financial Assurance), to pay projected construction
shortfalls, if any, for improvements to be financed with PID Bonds. Such funds or irrevocable letter
of credit shall be deposited with the trustee for the PID Bonds at closing. RED Development shall
also be obligated to pay any cost overruns for such improvements, if the cost of such improvements
exceeds the amount of the PID Bonds and Financial Assurance deposited with the trustee for payment
of such costs.
17. It is agreed that, if no PID Bonds are issued within a period of five (5) years from the date of the
formation of the PID by the Denton City Council, RED Development, or its assignees, will be
required to submit a petition to dissolve the PID.
18. It is agreed that all principal landowners will provide any required continuing disclosure obligations
associated with the issuance of PID Bonds as required under the Indenture, any continuing disclosure
agreement, or any other regulatory agreement or regulatory agency.
19. In connection with the issuance of the initial PID Bonds on behalf of Assessment Area #l, RED
Development, or its assignees, agrees to guarantee the funding of the City's costs associated with the
formation of the PID and the issuance of the initial PID Bonds through a mutually negotiated Escrow
and Deposit Agreement and to be paid back by the PID Bond proceeds.
20. This term sheet shall remain in place until such time and date that a Financing Agreement is executed
by the City, RED Development, Allegiance Hillview and/or their assignees.
21. Assignees of RED Development and/or Allegiance Hillview, for purposes of this Term Sheet, shall
include only those parties which have demonstrated to the City's satisfaction that the party has the
financial, technical and managerial capacity, experience and expertise to perform any obligations or
duties assigned or necessary to develop the Authorized Improvements of the PID.
3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF DENTON, TEXAS, MAKING FINDINGS
THAT THE PROPOSED RAYZOR RANCH PUBLIC IMPROVEMENT DISTRICT NO. 1
AND THE PROPOSED PUBLIC IMPROVEMENTS WII,L PROMOTE THE INTERESTS OF
THE CITY AND CONFER A SPECIAL BENEFIT ON A DEFINABLE PART OF THE CITY;
PROVIDING THAT THE DISTRICT AND PROPOSED PUBLIC IMPROVEMENTS ARE
FEASIBLE AND ADVISABLE; PROVIDING FINDINGS WITH RESPECT TO THE
NATURE AND ESTIMATED COST OF THE PROPOSED PUBLIC IMPROVEMENTS, THE
BOUNDARIES OF THE DISTRICT, THE METHOD OF ASSESSMENT, AND
APPORTIONMENT OF COSTS BETWEEN THE DISTRICT AND THE CITY;
AUTHORIZING THE CREATION OF THE DISTRICT AND DIIZECTING THE CITY
SECRETARY OR OTHER OFFICER TO PUBLISH NOTICE OF THE CREATION; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the governing body (the "Citv Council") of the City of Denton, Texas (the
"Citv"), is authorized by Chapter 372, Texas Local Government Code, as amended (the "Act"),
to create public improvement districts within the corporate limits and extraterritorial jurisdiction
of the City; and
WHEREAS, on March 25, 2014, Allegiance Hillview, L.P., a New York limited
partnership and DB Denton II, LLC, a Delaware limited liability company submitted and filed
with the municipal secretary of the City (the "Citv SecretarX") a petition (the "Petition")
requesting the creation of Rayzor Ranch Public Improvement District No. 1(the "District")
consisting of property within the corporate limits of the City, which property is described in the
Petition and is the same property described by metes and bounds on the attached Exhibit A and
depicted by the drawings on the attached Exhibit B(the "Pro�ertX"); and
WHEREAS, the Petition has been on file with the City Secretary and available for public
inspection at all times after it was submitted and filed; and
WHEREAS, the City Council has investigated and determined that the Petition complies
with and is sufficient under the Act to create the District; and
WHEREAS, the City Council has investigated and determined that the matters set forth
in the Petition are true and correct; and
WHEREAS, the City Council has investigated and determined that the public
improvements described in the Petition (the "Public Im�rovements") are authorized by the Act,
promote the interests of the City, and confer a special benefit on the Property; and
WHEREAS, the City Council has investigated and determined that the District may be
created without a preliminary financial report and without the appointment of an advisory body;
WHEREAS, on April l, 2014, the City Council approved Resolution No. 2012-012
accepting the Petition, setting a public hearing for May 6, 2014 (the "Public Hearin�") to take
public testimony on the feasibility and advisability of creating the District and the feasibility and
advisability of the proposed Public Improvements and authorizing and directing the City
Secretary to publish and mail notices of the Public Hearing as required by the Act;
WHEREAS, on or before April 16, 2014, the City Secretary caused notice of the Public
Hearing to be published in a newspaper of general circulation in the area where the proposed
District is located;
WHEREAS, on or before April 16, 2014, the City Secretary caused notice of the Public
Hearing, addressed to "Property Owner," to be mailed to the current address (as reflected on the
tax rolls) of owners of property subj ect to assessment under the proposed District;
WHEREAS, the City Council has investigated and determined that the published and
mailed notices of the Public Hearing complied with the Act and were published and mailed
before the 15th day before the date of the Public Hearing as required by the Act;
WHEREAS, after publishing, mailing, and otherwise providing all notices required by
the Act and state law, the City Council, conducted the Public Hearing on May 6, 2014, at the
time and place, and for the purposes, set forth in the notices;
WHEREAS, after all persons having an interest in the creation of the District were given
an opportunity to be heard, the City Council closed the Public Hearing on May 6, 2014; NOW,
THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION l. The matters set forth in the "WHEREAS" recitals in this Resolution are
true and correct, are fully incorporated as part of this Resolution for all purposes, and constitute
findings of the City Council acting in its legislative capacity.
SECTION 2. The form and content of the Petition, the form, content, and timing of the
notices of the Public Hearing, and the conduct of the Public Hearing were in compliance with all
requirements of the Act and are hereby ratified and approved.
SECTION 3. The City Council, after considering the Petition, information provided by
the City staff, and the evidence, information, and testimony presented at the Public Hearing,
makes the following findings, each of which represents the exercise by the City Council of its
legislative authority and discretion:
(1) The creation of the District and the undertaking and financing of the Public
Improvements promote the interests of the City;
(2) The creation of the District and the undertaking and financing of the Public
Improvements confer a special benefit on a definable part of the City identified herein as
the Property;
(3) The creation of the District and the undertaking and financing of the Public
Improvements are advisable and feasible;
Resolution Creating Rayzor Ranch PID 1 Page 2
1915.010\29486.2
(4) The proposed Public Improvements are authorized by Section 372.003 of the Act and
include, but are not limited to, the improvements described below. Improvements that
are eligible under that certain Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. between Allegiance Hillview, L.P. and the City effective June
15, 2010, will include Public Improvements undertaken and financed through the District.
a. arterial, collector, and local street improvements including, but not limited to,
grading, drainage channels and structures, storm drains, retention basins, paving, curb,
gutter, sidewalks, medians, landscaping, street lights, traffic signals, sewer lines, utility
lines and appurtenances, irrigation lines and facilities, signing and striping, dust control
and erosion protection, any necessary transitions, tapers and temporary improvements to
existing roadways and facilities, and other associated improvements;
b. sanitary sewer line improvements from the main collector and arterial roadways
through the Property to serve individual lots and pad sites;
c. water line improvements from the main collector and arterial roadways through
the Property to serve individual lots and pad sites; and
d. storm water improvements.
(5) The estimated cost of the proposed Public Improvements is $40,000,000.
(6) The boundaries of the proposed District are the boundaries of the approximately 229.693
contiguous acres within the corporate limits of the City generally located east of
Interstate Highway 35, north of Scripture Street, west of Bonnie Brae Street, and south of
West University Drive (U.S. Highway 380) and described by metes and bounds on
Exhibit A and depicted by the drawings on Exhibit B attached hereto.
(7) The method of assessment (which shall be adopted by ordinance of the City Council after
notice and another public hearing in accordance with the Act) will impose equal shares of
the cost of the proposed public improvements on parcels that are similarly benefited.
Before assessments are levied, a Service and Assessment Plan will be prepared on behalf
of the City Council and made available for public inspection that describes in greater
detail the method by which assessments may be levied against the Property and against
parcels that result from the subdivision of the Property and the amount of the assessments
against each parcel. Once levied, the principal amount of the assessments may be
reduced but not increased. All assessments shall be due and payable in accordance with
the ordinance adopted by the City Council and may be paid in full at any time, together
with interest through the date of payment. Assessments levied by the City Council, if not
paid in full, may be paid in annual installments which may vary in amount from year to
year as approved each year by the City Council, including an amount to pay principal,
interest, costs of collection, costs of administration, and costs and penalties due to
delinquencies. If an assessment is paid in installments, the installments must be in
amounts necessary to meet annual costs for the Public Improvements and must continue
for a period necessary to retire the indebtedness of the Public Improvements.
Assessments may be effective (including the liens created against the Property) as of the
effective date of the ordinance that levies the assessments; however, the ordinance may
provide that the accrual of interest or the collection of annual installments, or both, may
be deferred in accordance with any terms and conditions imposed by the City Council in
the ordinance. If assessments are levied based on estimates of the costs of the Public
Improvements, the levy must be structured so that it will be reduced in the event the
actual costs are less than the estimate.
Resolution Creating Rayzor Ranch PID 1 Page 3
1915.010\29486.2
(8) The costs of the Public Improvements will be apportioned solely to the District and none
to the City.
SECTION 4. The District is authorized, established, and created as a public
improvement district under the Act.
SECTION 5. The District shall be known as Rayzor Ranch Public Improvement District
No. 1.
SECTION 6. The City Secretary is hereby authorized and directed to cause the caption
of this Resolution (together with a general description of the Property) to be published one time
in a newspaper of general circulation in the area where the District is located as required by the
Act; whereupon the authorization of the District shall take effect.
SECTION 7. This Resolution has been approved by majority vote of all members of the
City Council and constitutes the improvement order establishing and creating the District in
accordance with the Act.
SECTION 8. This Resolution shall take effect immediately from and after its passage
and publication as required by this Resolution and the Act.
PASSED AND APPROVED THIS 13th DAY OF May, 2014.
APPROVED:
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTER, CITY SECRETARY
:•
�,I'1'R.�VEL"3 �.S 'T�} �°C�l�:
A1*�I�A �URG��S�, GITY ATT�I��«TE'�
�
� *,�.' ����� - � ����
B'�: �''�-��P: .���" �.�� �`�
�°, ��,
Resolution Creating Rayzor Ranch PID 1 Page 4
1915.010\29486.2
Exhibit A
Legal Description of the Property
METES AND BOUhJDS DESCRIPTION
�EING a 231.693 acre tract of land situated in the B,B.B, 8c G. R.R. Survey, Abstrac# Number 192, Denton Gounty,
Texps, in the City of penton. Being a portion of the tract o� land described as Tract One in the deed to
Allegiance Hillview, L.P. recorded in Document Number 2006-41i43, Deed Records of Denton County, Texas and all
of Lot 3, Pearcy/Christon Addition wo. 1, an additian to #he City of Denton, according to the plat recorded in
Cabinet 8, Page 34, Plat Records o�f �enton County, Texas, also being dll of the tract of land described in #he
deed to D8 Denton II, LLC recorded in Document Number 2010-74478, Deed Records of D�nton Caunty, Texas and
being a portion af Block 1, Rayzor Ranch South Canveyance Plat according ta the Conveyar�ce Plat recorded in
Cabine# Y, Slide 470, Plat Records af penton County, Texas, said 231,693 acre tract of land being mora
parti�ularly described as follows:
BEGINNING at the point of intersection of the easterly right—af—way line of Interstate Highway 35 {o variable width
right—of—way) with the southerly right—of—way line of University Awenue (a variable width right—of—way) as
described in the instrumen2 recarded in Document Number 2010-69548, Deed Records of Denton County, Texas;
THENCE with the southerly right—af—way line of University Avenue the following:
South 88' 51' 08" East a distpnc� of 233.78 fe�t to the paint nf curvature af a curv� tn the right having a
radius af 4,950.OD feet;
Southeasterly alang spid curve thrnugh a central angle of Oa° 49' 37" pr, qrc distqr,c� nf 157.83 f��� with p
chard bearing af South 87° 56' 20" East and a chord dis�ance of 157.83 feet to the paint of tangency of said
curue;
South 87' 01' 32" Eost a distance of 75,84 feet to the poin# of curvature of a curve to the left hoving a
r4dius of 5,050.�0 feet;
Southeasterly along said curve through a central angle of 0�° 49' 36" an arc distance of 161'.01 fieet with a
chord bearing of South 87° 56' 20" East and a chord distance of i61.0� feet to the point of tangency of said
curve;
South 88' 51° 08" East a dis#ance of 135.55 feet to a point for corner;
South 43' 51' d8" East a distance of 42.43 feet to a point for corner;
North 85° 26' 14" Eas# ca dist4nce of 110.55 feet to q point for corner;
North 46° Q8' 52" East a dis#ance of 42.43 feet to a point for carner;
South 88' S1' 08" East a distance of 156.45 feet to the point of curvature af a curve to the right having a
radius of 185.00 feet;
Sautheasterly along said curve thrQUgh a central angle 4f O6° 16' 36" an arc distance of 20.27 feet with a
chard bearing of South 85° 42' S0" Eost and a chord dis�ance af 20.26 feet ta the point of �angency of said
curve;
5outh 82' 34` 33" EQSt Q dist�nce of 78.68 feet #o the point of curvQture of � curve to the left hQVing a
radius of 215.00 feet;
Gontinued nex# page...
Exhibit A to Resolution Creating Rayzor Ranch PID 1 Page 1
SHEET 1 OF 8
1915.010\29486.1
Exhibit A
Legal Description of the Property
Continued ...
Southeas#erly along said curve �hrough a central angle of 06° 16' 36" an arc distance of 23.55 feet with a
chard bearing of South 85° 42' S0" Eost and a chord distance of 23.54 feet to the point of tangency of said
eurve;
Sauth 88° �1' 08" East a distance of 248.29 feet to the beginning of a nan—tangent curve to the le�ft, the
radius point nf said curve being situated North �i° 10' 45" Epst a distance nf �.050.11 �eet fram said pnint;
Southeasterly along said curve �hraugh a central angle of Q1° 10' 25" an arc distance of 103.44 feet wi#h a
ehord bearing of South 89' 24' 27" East and a chord distance of 103.44 fee# to the snd of said curve;
North 84° 31` 22" East a distance of 125.28 feet ta a point for comer;
Nor#h 89° 27' 11" East a distance of 26,81 feet to the paint af curvature of a curve to #he righ# having a
radius of 185,Of3 feet;
Southeasterly along said curve througM a central angle of 06° 1B' 38" an arc distance o�f 2d.27 feet with a
cFrord bearing of South 8i' 24` 30" East and a chard distance of 20.26 feet to the point of tangency of said
curve;
5outh 84° 16' 11" Eas# a dist�nce of 78.67 feet to the point of curvature of a curve to the left having a
radius of 215.4d feet;
Southeasterly along said curve ehrough a central angle of 06° 16' 38" an arc distance o� 23.5fi feet with a
ehord bearing of South 87' 24' 3Q" East and a chard distance of 23.54 feet to the paint p€ tangency of said
curve;
NartF� 89° 27' 11" Edst a distanee of 290.19 fieet to d point for corner;
South 44° 41' S9" EasR a distance of 41.8n feet to a point for corner;
f�orth 83° 45' 42" Eas� a distanc� of 1i0.92 feet ta a pnint for corner;
North 4b° 18' 01" East a distance of 43.45 feet to a point for corner;
NortM 89° 27' 11" East a distance of 217.23 feet to the point of curvature of a curve to the right having a
rpdius af 4,961.�0 feet;
NartMeasterly along said curve through a central angle of 00° 55' 55" an arc distance o� $2.15 feet with a
chard bearing of North 89° 55' 38" East and a chord distance of 82.15 feet to a point in the westerly line af
Lot 2 of said Pearcy/Christon Addition No, 1„
THENCE departing the southerly right—of—way line of University Drive with the westerly line of said La't 2,
Pearcy/Christon Addition No. 1 South 01° 08' 26° West a distance af 593.84 feet to the aouthwesterly comer of
said Lo# 2, Pearcy/Christan Addition No. �;
Corrtinued next page...
SHEET 2 OF 8
Exhibit A to Resolution Creating Rayzor Ranch PID 1 Page 2
1915.010\29486.1
Exhibit A
Legal Description of the Property
Continued...
THENCE departing the westerly line of said Lot 2, Pe�rcy/Christon Addi#ion Na. 1 with the southerly line of said
Lo# 2� Pearcy/Christon Addi#ion No. 1 South 89° Q4' 34" East a distance of fi91.5Q feet to a point in the westerly
right—of—way line of Bonnie Brae Stree# (a variable width right—of—way) as descnbed in the instrument recorded in
Dncument Number 20�8-96935, Deed Records af D�ntnn County, T�xas;
THENCE with the westerly right—of—way line of 8annie 6rae Street the following:
Sauth OQ° 53' 47" West a distance af 481.67 feet to a point for corner;
South Q1' 03' 42" West a distamce of 956.92 feet to a paint for corner,
South QO° 59' 47" West a distance af 821.01 fee# to a point iro the easterly ex�ensian of the northerly line nf
the tract af land d�escri��d in Exhibit X of the instrument recorded in Dacument Number 20C}8-80692, Deed
Recards of Dentan County, Texqs;
THENGE departing the westerly right—of—way line of Bonnie Brae Street with the easterly extension of arud the
nartherly line of the tract of land described in said Exhibi# X North 89° 11` 09" West a distance of 297.98 feet to
the northwesterly corner af the tract of land described in said Exhibit X;
THENCE departing the northerly line of the traet of land described in said Exhibit X with the� westerly line of the
tract of land described in said Exhibit X So�uth �0° 48' S1" West a distance of 482.75 feet ta #he southwesterly
c4rner of the tract of land described in said Exhibit X;
THENCE depQrting the westerly line of the tract of land described in s4id Exhibit X with the eQSierly extension of
and the southerly line af the tract nf land describe�l in said Ezhibit X South 89° 11' 09" Enst a distance nf
263.85 feet to a paint in the westerly right—of—way line af 8onnie Brae Street in a non—tangent curve to the
right having a radius of 279.87 f�e�;
THENCE with the westerly right—of—way line af Bonnie Brae Street the following:
Southwes#erly alang said curve through a central angle of 16° 58' 20" an arc distance of 82.90 feet with a
chord bearing of South 3i' 25' 10° West qnd a chord distqnce of 82.60 feet to the paint o'f reverse curvqture
of a curve to 4he left having a radius of 437.01 feet;
Southwesterly Qlong s4id curve thraugh a central angle of 56° 13' 56" qr� qrc dist4nce of 428.90 feet with ca
chord beoring of South 17° 47' 22" West and a chard distance of 411.89 feet to the end of said curve;
South 39° 46' 47" West a distance of 25.02 feet ta a point in the northerly right—of—way line af Scripture
Stre�t (a variable width right—of—wQy);
THENCE departing the wes#erly right—of—way line of Bonnie Brae Street with the northerly right—af—way line of
Scripture Street North 88° 58' 04" West a distance of 373.11 feet to the sautheasterly �orner of the tract of land
described in the deed to Cook Childrem's Hedlth Care 5ystem recorded in Document Number 2Q08-116772, Deed
Records of Denton County, Texas also heing Lot 2, 81ock 3, Rayzor Ranch South Conveyance, according to the
Conveyance Plat recorded in Cabinet Y�age 690, P1at Records of Dentan County, Texas;
Continued next page...
SHEET 3 OF 8
Exhibit A to Resolution Creating Rayzor Ranch PID 1 Page 3
1915.010\29486.1
Exhibit A
Legal Description of the Property
Can�inued...
THENCE depqrting the northerly right—of—wqy line af 5cripture StreeR with the eqsterly lirres of sqid Gook Ghildrerr's
Health Care System tract the follawing:
North 01` 04' 41° East a distance of 469.52 feet ta a point for corner;
North 88° 57' 19" Wsst a distance of 270,25 �feet ta a point for corner.
North 01° 0�' 49" East a distanee of 268.87 fe�t to a poin# for corner;
North 06° 56' 52° West a distance of 192.19 feet to the most northerly northeast corner of said Cook
Children's Health Gare System tract;
THENCE depdrting the easterly lines of said Cook Children's Hedlth Cdre System trdct with the r,ortMerly lines of
said Cook Children's Health Care System tract the following;
South 83' 18' 21" West a distance of 349.09 freet ta the pain# of curvature of p curve to the right having c�
radius of 1,032.�0 feet;
Southwesterly along said curve through a eentral ahgle of 03° 02' 20" dn arc distdnce of 54.76 feet with a
chord bearing of Sauth 84° 49` 31" Wes# and a chord distance of 54,76 feet ta the point af tangency af said
curve;
South $fi' 20' 41" West a distance af 37.69 feet to the most northerly northwest corner of said Cook
Childrerr's Health Care System tract:
THENCE departing the northerly line of said Cook Children's Health Care System tract with the westerly lines af
said Cook Children's Health Care System tract the following:
Sauth 39' 41' S3" West a distance of 19,91 feet to a paint far corner;
Sauth 08' 56' 52" East a distance of 26.90 feet #o a point of curvature of a curve to the right having a
radius nf 693.0� feet;
Southeasterly along said curve through a central angle of 08° 01" 33° an arc distance of 97.07 feet wi#h a
chord bearing of Sau#h 02° 56' �6" East and a chord distance of 96.99 feet to the poin# of tangency of said
curve;
South fl1° 04' 41" West a distartce af 248.63 �feet to a point for corr�er;
North 88° 55' 19" West a distance of 3.00 feet to a point �or corner;
South 01° 04' 41" West a distance of �09.21 feet to q point for comer;
South 43' 55' 19" East a distartce of 19.86 feet ta a point in the nartherly right—of—way IinQ of S�ripture
Street;
Continued next page...
SHEET 4 �F 8
Exhibit A to Resolution Creating Rayzor Ranch PID 1 Page 4
1915.010\29486.1
Exhibit A
Legal Description of the Property
Continued...
CONTAINING a camputed grass are4 of 231,693 �cres (1fl,092,547 sq�u�re feet) af land. SAVE AND EXCEPT the
fnllowing d�scribed trac#. ;r
BEI�YG a 2.00Q acre tra�t of land situated in the B.B,B. & C, R,R, Survey, Abstrdct Number 192, Denton County,
Texas, in the City of Denton, B�ing all af the tract of land described in th� d��d to th� City of Dentan re�orded �
in Dacument Number 2010-3772i, Deed Records of C�enton Caunty, Texas, said 2.Om� acre tract ofi land being
mmre partieularly described as follows:
C0�1MEf�GING at the northwesterly corner of right—o�—way far Bonnie 8rae Street as described in the instrument
recorded in Dacument Number Z�q8-96935, Deed Records of Denton County, Texas; th
THENCE wi#h the wes�erly right—of—way line of Bonnie 8rae Street South �0° 53' 07" West a distance of 45�Qa "�
feet to Q point for camer;
THEN�CE departing the westerly right—af—way line of Bonnie Brae Stre�t North 89° (}4' 34" West a distanee of
58.75 feet to the PflIM19T aF BEGIN'NING;
THEN�CE Sauth {�0° 53" 07" West Q distqnce of 295.16 feet to � point for cornert
THENCE North �9° Q4' 34" W�st a distance �f 2��,16 feet to a point for carner;
THENCE N�rth 00° 53' 07" East a distanGe af Z95.1 fi fee# ta a�aint for corner,
THEN�CE Sauth 89° �4' 34" East a dis#ance of 295.16 feet to the POINT OF BEGINNING;
CC?NTAINING a computed area of 2.000 Qcres (8i,119 squQre feet) of IQnd. LEAVING Q net computed areQ of
229.693 acres (10,OQ5,42$ square feet) of land.
South 30° 37' 54" West a distance of 42.69 feet to a point irt the easterly right—of—way line of Interstate
Highway 35 for the northwesterly corner of said 310Q I-35 N, LLG traet,
THENCE departing the northerly lines of said 31�0 I-35 N, LLC trac2 with the easterly right—of—way line af
Interstat�e Highway 35 the following:
Nnrth 1'6° 24' QO° West p distqnce nf 3190.03 fee# tn q point for corner;
North 1�° 5�� 06" East a distance of 171.01 f�et to a point for �orner;
North 46` Q4' 12" East a distance of 303.95 feet to a point far eorner;
North 60' 32' 22" Eqst q distpnce of 68.86 feet to the PQINT OF BEGINiNING;
Continued next pqge...
Exhibit A to Resolution Creating Rayzor Ranch PID 1 Page 5
5
d
SHEET 5 OF 8
1915.010\29486.1
Exhibit B
Depiction of the Property
WEST UNIVERSITY DRIVE/U.S. 380
(VARIABLE WIDTH RIGHT-OF-WAY)
DOCUMENT NUMBER
2070-69548
�32�1 �1 L2 C2 L3 L5 U C3 C4 L9 CS L10 CC7 L13 ��
L4 L6 � L71 LU 2 L14
POINT OF BEGINNING
OVERALL
N14'50'06"E
7 71.01'
Z� i
�m
� �
v (n
m �
� ��
sm
�i
��
� Z
o z
v �.�
� w
C5�
LOT 1, BLOCK 4 "
RAYZOR RANCH SOUTH
CCNVEYANCE
3100 I-35N, LLC.
DOCl1MENT NUMBER
2011-109831
DB DENTON II, LLC.
DOCUMENT Nl1MBER
20':0-74478
LOT i, BLOCK 5
RAYZOR RANCH SOUTH
CONVEYANCE
DOCUMENT NUMBER
2DiC-119
6
LOT 3 59�.
PEARCY/CHRISTON
ADDITION N0. 1
CABINET e, PAGE 34
�
U
Z �
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C� F- � W
___ . Z F .—. � � X
Z�I U W
WX i I L��
mW — oa
z
N ! o—a ! o a
iz w �
......d �, ���
SAVE AND EXCEPT TRACT
2.OD0 ACRES
(87,119 SQUARE FEET)
LOT 1, BLOCK 2
RAYZOR RANCH SOUTH
CONVEYANCE PLAT
CABINET Y, SLIDE 470
CfiY OF DENTON
DOCUMENT NIJMBER
2010-32727
�
J
� �
W }
W �
� •�
� °W
,m
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° W ��m
�.._.-- N � � Z �O
GROSS ACRES 231.693 (10,092,547 SQUARE FEET) 3� o?,�
—SAVE AND EXCEPT ACRES 2.000 (87,119 SQUARE FEET) � m g� o
a W wo
NET ACRES 229.693 (10,005,428 SQUARE FEET) o Z Q°
° zQ
ExHiaiT x p �
BLOCK 1 �7 DOCUMENT NUM�9ER N89'71'O9"W m"
CONVEYANCE PLAT 2008-80692 297,95'
RAYZOR RANCH SOUTH �2 r���L20 ,..
CABINEf Y, SLIDE 470 �3 a,
3
C12 J � �
w �
a�
C73 c��, N °p o °�,
�9 �8 N88'58'00"W L25 0 � N
C14 761.56' N N88'57'79"W
° 270.25'
W z
��6�2 I�ENTON MED, LP' w 3 LOT 2, BLOCK 3 S89'11'09'E Vai
36919 � � o• ' RAYZOR RANCH ;� 263.85'
DOCUMENT o o � N SOUTH '
a
�0 2007 M 08635 �' o� o�n C ABINYEfNYE °� �
� ���� . z N SLIDE 690 Z a
L26
_. . ._ . � _____ ___,'�. ._ . . L27 ... N88'S8'DO"W ��
373.17'
SCRIPTURE STREET
(VARIABLE WIDTH RIGHT-OF-WAY)
TEXAS ONCOLOGY COOKS CHILDREN'S
PROPERTIES, LLC. HEALTH CARE SYSTEM
DOCUMENT NUMBER
DOCUMENT NUMBER 2008-116772
2006-�42313
Exhibit B to Resolution Creating Rayzor Ranch PID 1 Page 1
1915.010\29486.1
Line Table
�.ine ��a��n9 C3istance
�umber
L1 S88'S1 "b8•'E 2�i3.78'
L2 S87"Q9'32"E 75.84'
L3 588'S1'Q8'•E 135.55'
L4 S43`51'08"E 42.43°
L� h�85`26'14"E 110.55'
L6 t�46'fl8'52"E 42.43'
L7 588'S1'08"E 155,45'
L8 S82'34'33"E 78.Fi$'
L9 S88°51'08"E 248.29'
L10 P184'31`22"E t25.2g'
L11 N�9'27'11"E 26.�1'
L72 S8¢'16'11"E 78.67'
L13 N89'27't t "E �90.19°
L14 S44'41'S3"E 41.80'
L75 N83'45'42"E 1i(3.g2�
L76 C�4S'18'ti1°E 43.45'
L,17 NBg"27' 1 1"E 217.23'
L18 S3J'46'0�">W 2�.02'
L19 N�36'S6'S2"W 192.19'
L24 S83° 1$"21 °W 349.09'
L21 SFi6'2p,41 „Vv, 37.69'
L22 539'41'S3"YJ /9.91 �
L23 �{}6'S�'S2•`E 26.9��
L24 St31'04'41 "W 208.�3°
L25 N88'55'19"W 3.(i0'
L2� 543'S5°19"E 19.86'
L27 N88'S8'00"W 1Q=3.2C1'
L2E3 NO1"02'C3t7"E �.45'
L29 514'43'28"E 6.13'
L3Q S3�".�7'�4.,N1 42.65'
L31 �i46'Ci4'i2"E 3d3.95°
L3� N6C7'32'22"E 68.�6'
L�3 589'Q4'34"E 29�.16'
L34 SC9t7'�3'd7"W 295.16`
L35 t�89'�4'34,�W 295.16'
L35 iJ(i(?'S3'�7°E 295.16'
L37 S�3�i'S3'(77"W 45.00°
L38 t+lS9'�94"34„w 58.75'
Exhibit B
Depiction of the Property
C�urve Table
�urve Centrcal �adius A,rc GF�ord 8earing
hJumb�r Angle Length anJ' Qistance
G1 1'49'37" 495f}.f}f�' 157,83' S87'Sia'20"E 15i.$3'
C2 1`49'36" SOStS.{}t}' 161.01' S87'SF'20"E 761.QCt'
G3 6'16'3fi° 185.00' 2t1.27' S85`42'S0"E 20.26'
G4 6'15'36" 215.bt}' 23.55' S85`4�"50"E 23.54"
GS 1`1p'25" Sa5P.11' 1p3.44' S�9`24'27"E 1p3.44'
C6 B'15'38" 185.i?0' 2C7.2✓' S87'24'3Q"E 2Q.26'
G7 6`t6'38" 215.QG' 23.56' S87'24'30'"E 23.54'
C8 0'S6'S5" 49�1.CiU` 82.15' N85'S6'38`"E 62.75`
C9 i6'S8'2�" 279.$7' 82.9�' S37"25'14"W f32.60'
Ct{? 56'13'S6" �&37.�1' 428.9C7' S�7"47'22"W 411.89�
C71 3°fl2'20" 1032.SQ' S4.7�' S84'43'31 "4M1! 54.76'
C12 8`01'33" 693.�0" 97.i77' �02`56'O6"E 95.99'
Ct3 3'15�22" 532.5Ci� 3+J.26� S£7"48`19'"W 30.26`
C74 5"4d'50" 638.00' 53.�5' S72"26'Q8"W 63.23'
Exhibit B to Resolution Creating Rayzor Ranch PID 1 Page 2
1915.010\29486.1
AGENDA DATE:
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
May 13, 2014
Economic Development
John Cabrales, Jr.
�,
�
Consider adoption of an ordinance of the City of Denton, Texas approving a Second
Amendment to an Economic Development Program Grant Agreement dated June 15,
2010 between the City of Denton and Allegiance Hillview; and providing an effective
date.
BACKGROUND
On June 15, 2010, the City of Denton approved an Economic Development Program
Grant Agreement between the City of Denton and Allegiance Hillview, L.P. (Exhibit 1-
Ordinance 2010-142). A first amendment to the Agreement was approved on September
14, 2010, assigning a portion of the incentive grant payments to RED Rayzor Ranch,
LLC (RED Development) (Exhibit 2— Ordinance 2010-210).
The Grant Agreement executed on June 15, 2010 essentially split the development into
two Phases. Phase 1(Rayzor Ranch Marketplace) has already met the minimum
threshold of 400,000 square feet of retail and has activated incentive payments. Phase 2
(Rayzor Ranch Town Center) is in the early stages of development at this time (site plans
and infrastructure plans are currently under review by the City).
RED Development has made a request to the City for a Second Amendment to the
Agreement. Even with the proposed Second Amendment, the following statements
remain accurate:
l. The Grant Agreement is performance-based only. In other words, if the
development does not succeed in generating new sales tax revenue over the life of
the agreement, they will not receive full reimbursement.
2. The Grant Agreement allows for a 50% rebate on the local portion of sales tax
revenue collected by the City.
3. The Grant Agreement provides a mechanism for reimbursement of public
infrastructure costs only.
The Second Amendment includes the following revisions:
l. TIME-RELATED CHANGES:
a. An extension of time to meet the square footage threshold requirements on
the south side of the development (Rayzor Ranch Town Center) from
January l, 2015 to January l, 2018. This time extension is a critical need
in order for the development to be successful.
Agenda Information Sheet
May 13, 2014
Page 2
b. Splitting the square footage threshold requirement on the south side from
600,000 square feet to 300,000 (initial threshold) and 300,000 (ultimate
threshold). Grant payments will also be split (eligible for $21,000,000 at
initial threshold, and an additional $27,000,000 at ultimate threshold).
This "phasing" protects both the City and the developer from risk In the
event that the developer built less than the full 600,000 square feet, the
total eligible expenses would be reduced by $27,000,000.
c. An extension of the grant term from 240 months to 300 months, on the
grant for the south side of the development only. (NOTE: this allows the
developer more time to receive full reimbursement; however, the
reimbursement remains contingent upon the developer's performance in
years 21-25.)
2. REVENUE-RELATED CHANGES
a. An increase in total eligible costs for the entire project from $62,000,000
to $68,000,000. This increase accounts for new TxDot-related expenses to
change the exit ramp off of Interstate 35 in order to allow more
frontage/improved access to the south side of Rayzor Ranch. This increase
also accounts for up to $3,000,000 in additional carrying costs for
development (since the project was not built on the original estimated
timeline due to the economy). The recovery of these additional costs is
entirely dependent upon the performance of the development, and on those
costs actually being incurred by the developer.
b. A change in the definition of "total taxable sales" to include point-of-sale
purchases and mixed beverage taxes collected by the City as a result of the
Rayzor Ranch development.
3. OTHER CHANGES
a. There are two options attached to this AIS regarding the provisions related
to Golden Triangle Mall (Sections 3 and 7). In Option l, the provisions
expire in five years. In Option 2, the provisions remain for the life of the
Agreement.
The amendment maintains the intent of the original agreement, which was approved to
reimburse expenses related to public improvements and that requires performance by the
developer in order to receive reimbursement. Phase 1(Rayzor Ranch Marketplace) was
successful because the City Council phased the agreement in 2010. Further phasing will
help ensure the success of Phase 2(Rayzor Ranch Town Center). Furthermore, Rayzor
Ranch Marketplace has generated net new revenue to the City of Denton in a cumulative
amount of $3,831,605 since the Agreement was executed in 2010 (see table below). The
developer has demonstrated a commitment to Denton and has proven their effectiveness
with Marketplace.
Agenda Information Sheet
May 13, 2014
Page 3
Rayzor Ranch Marketplace Return on Investment
SaCes T�x �evenue
38C� Grar�t �let 5�les Tax
Re�enue
����; � �,���,��z.aa � - � �,���,��z.r��
���z� � �,���,��o.o� S ���,�.��.�� S ��Q,z��.o�
���.�� i Zr�i�t�'�s'{)��.�� � ��%��{��.�� ,�a ���,�%.��.��..
T[7Tl�L $ 4,28i1,1Z3.tltl $
U'aluation
1,124,721.�(1
Iracrement Qver 2fJ1fJ
$ 3,155,4(l�.iltl
Prs�perty Tax I�evenue
�ir�crement�
�tl1L�' $ 35,8�9,t382.fJ[?
�t111 $ 41,Z88r61I.OfJ 5 4,4��,,39.�0 $ �fl,��3.00
Zi?1Z� $ 73,391,Y6�.DD � $ 36,�3Z,Ci84.OD � Za1,98iJ.i�i7
2�13, $ 93,933,33'� OC� �$ 5i3Oi4�,2�7,Q0 $ 393,��t�.OQ I
N�t New R��+�nu�
ESTIMATED SCHEDULE OF PROJECT
, . � rr
$ 3,831.,605,t7t1
The Rayzor Ranch Town Center is already in the early stages of development. Site plans
for a movie theater and pad sites along Highway 380 have already been submitted to the
City, as well as infrastructure plans. The developer expects the first openings to occur in
mid-2015.
PRIOR ACTION/REVIEW
The Economic Development Partnership Board discussed the proposed Amendment at
their April l, 2014 and March 18, 2014 meetings, and gave staff direction to continue to
pursue the Amendment. The City Council discussed the requested Amendment at their
April l, 2014 and March 4, 2014 meetings, and directed staff to proceed with the
Amendment, as long as the uncertainty over the Dillard's building could be resolved. On
May 6, 2014, the item was tabled until May 13, 2014 in order for the City Council to
have time to consider the requests made by Golden Triangle Mall to leave all provisions
from the original agreement that relate to anchors relocating from Golden Triangle Mall
to Rayzor Ranch.
FISCAL INFORMATION
The program grant is performance-based. The developer is requesting an overall increase
in reimbursement from $62,000,000 up to $68,000,000. If the developer is reimbursed the
full $68,000,000 over the life of the grant, the City of Denton will benefit from net new
sales tax revenue of $68,000,000 as well, plus all new ad valorem revenue as a result of
Agenda Information Sheet
May 13, 2014
Page 4
the development. The $68,000,000 is reimbursed over the life of the grant term and will
only be utilized to reimburse eligible public infrastructure improvements as defined in
Exhibit A to the Second Amendment.
EXHIBITS
Exhibit 1— Ordinance 2010-142 - Original Agreement for Rayzor Ranch
Exhibit 2— Ordinance 2010-210 - First Amendment to Agreement
Exhibit 3— Ordinance Approving Second Amendment — Option 1
Exhibit 4— Ordinance Approving Second Amendment — Option 2
Respectfully submitted:
�,� i �, �! � .
Aimee Bissett, Director
Economic Development Department
0
s.11egallour documentsb�rdinances\101380 amended agr-allegiance hillview doc
o�nvaNCE No. 2010-142
EXHIBIT 1
AN ORDINANCE APPROVING A CHAPTER 380 ECONOMIC DEVELOPMENT GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, LP; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, Allegiance Hillview, LP ("Allegiance") has made a request of the City of
Denton ("City") to establish an economic development program under Chapter 380 of the Texas
Local Government ("Chapter 380") to stimulate the development of commercial property within
the City of Denton; and
WHEREAS, on May 15, 2007, the City Council adopted Ordinance No. 2007-113 which
included an Economic Development Grant Agreement (the "Original Agreement") establishing
an economic development program under Chapter 380; and
WHEREAS, on March 10, 2009, the City Council adopted Ordinance No. 2009-064
which amended the Original Agreement (the "Amendment"); and
WHEREAS, Allegiance has requested that certain terms of the Original Agreement, as
amended by the Amendment, be again amended; and
WHEREAS, due to the nature of the requested amendments and to clarify the intent of
the parties, Allegiance and the City desire to enter into a new agreement ("Agreement") with
regard to the economic development grant described herein; and
WHEREAS, it is in the public interest to authorize the approval of the Agreement, which
is attached hereto and made a part of; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The recitals and findings contained in the preamble of this Ordinance are
incorporated into the body of this Ordinance.
SECTION 2. The Mayor, or the Mayor Pro Tem, is hereby authorized to execute the
Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of
Denton under this Agreement, including without limitation the authorization to make the
expenditures set forth in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of , 2010.
- - -- - �
.� -
- „rf.
� "
�
s.11eeallour documenulordinancesU O1380 amended agr-allegiance hillview.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~ 1� . -
APPRO ED A TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: 1, �. � �• a
Page 2
EXHIBIT 1
i�:�:u:���i
THE STATE OF TEXAS §
COUNTY OF DENTON 5
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
ALLEGIANCE HILLVIEW, L.P.
This Economic Development Program Crant Agreement (this "A�reement") is made and
entered into by and between ALLEGIANCE HILLVIEW, L.P. ("Grantee"), a New York Limited
Partnership, and the CITY OF DENTON; TEXAS (the "City"), a Texas municipal corporation,
for the purposes and considerations stated below. Grantee and the City are individually referred
to as a"Party" and collectively as the "Parties."
Section 1. Authorization.
This Agreement is made pursuant to the Economic Development Program provisions of
TEXAS LOCAL GOVERNMENT CODE; Chapter 380 (the "Act") to promote local economic
development and to stimulate business and commercial activity in the City.
Section 2. Definitions.
"Eligible Improvements" means any improvements included within the categories
identified on Exhibit A.
"EliQible Phase I Costs" means the actual amounts paid for Eligible Improvements in
Phase 1, including amounts paid for the Highway 380 Improvements.
"Eli�ible Phase lI Costs" means (i) the actual amounts paid for Eligible Improvements in
Phase ll plus (ii) the amount by which the amounts paid for Eligible Improvements in Phase I
exceed $20 million.
"Grantee" means Allegiance Hillview, L.P., and its successors and assigns as permitted
by this Agreement.
Page 1
191510101951 1.2
i�:�:u:���i
"Hi�hway 380 lmprovements" means the reconstruction of US Highway 380 consisting
of two additional lanes (one on the north side and one on the south side of the highway) from the
intersection of US 380 and Bonnie Brae to the intersection of US 380 and the nearest service
road right-of-way for Interstate 35, including utility relocations required by the reconstruction.
"Monthlv Sales Tax Report" means the monthly report received from the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period.
"Phase t" means the portion of the Property located north of US 380, consisting of
approximately 153 acres described in Exhibit B.
"Phase II" means the portion of the Property located south of US 380, consisting of
approximately 257 acres described in Exhibit B
"Program Effective Date for Phase I" is defined in Section 3 ofthis Agreement.
"Pro�ram Effective Date for Phase II" is defined in Section 3 ofthis Agreement.
"Program Grant for Phase I" means 240 consecutive monthly payments made by the City
to Grantee beginning on the Program Effective Date for Phase [ and continuing for the term of
the Program Grant for Phase I as described in Section 4.1 of this Agreement. Each monthly
payment will be calculated as a percentage of the 1.5% sales tax collected by the City with
respect to Total Taxable Sales in Phase I as reported in the Monthly Sales Tax Report, all as
described in Section 5.1 of this Agreement.
"Program Grant for Phase lI" means 240 consecutive monthly payments made by the
City to Grantee beginning on the Program Effective Date for Phase II and continuing for the term
of the Program Grant for Phase I1 as described in Section 4.2 of this Agreement. Each monthly
payment will be calculated as a percentage of the 1.5% sales tax collected by the City with
respect to Total Taxable Sales in Phase II as reported in the Monthly Sales Tax Report, all as
Page 2
191 �10101951 1.2
EXHIBIT 1
described in Section 5.2 ofthis Agreement
"PropertX" means the approximately 410 acres described on Exhibit B.
"Required Infrastructure for Phase I" means the road and public utility infrastructure
required to obtain final certificates of occupancy for the Retail Improvements or a phased portion
of the Retail Improvements in Phase I, including but not limited to, Highway 380 Improvements
and the road and utilities in Phase I that will be needed to serve the contemplated residential
development at the north of Phase I.
"Required Infrastructure for Phase II" means the road and public utility infrastructure
required to obtain final certificates of occupancy for the Retail lmprovements or a phased portion
of the Retail Improvements in Phase II, including but not limited to the portion of Heritage Trail
located within Phase Il.
"Retail Improvements in Phase I" means a minimum of 400,000 gross square feet (as
measured to the exterior building walls) of retail or commercial shopping center buildings
located in Phase I.
"Retail Improvements in Phase II" means a minimum of 600,000 gross square feet (as
measured to the exterior building walls) of retail or commercial shopping center buildings
located in Phase II, comprised ofthe Town Center (as described by the zoning applicable to the
Property), and other retail development in Phase I1.
"Substantial Completion" means: (i) with respect to the Retail Improvements in Phase I,
when final certificates of occupancy have been issued for the Retail [mprovements in Phase I;
(ii) with respect to the Required lnfrastructure for Phase I, when the Required Infrastructure for
Phase I has been constructed and inspected in accordance with City and TxDot standards, as
applicable, and as required to obtain final certificates of occupancy for the Retail Improvements
or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Retail
Improvements in Phase Il, when final certificates of occupancy have been issued for the Retail
Page 3
191 �10I 0\9� I I 2
EXHIBIT 1
Improvements in Phase II; and (ivJ with respect to the Required Infrastructure for Phase II, when
the Required Infrastructure for Phase 11 has been constructed and inspected in accordance with
City and TxDot standards; as applicable, and as required to obtain final certificates of occupancy
for the Retail Improvements or a phased portion of the Retail Improvements in Phase fI.
"Total Taxable Sales" means the total amount of all sales from which sales and use tax
are collected from businesses located in Phase 1 or Phase II, as applicable, excluding sales
occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble,
DSW (Discount Shoe Warehouse); and Ross Dress for Less that locates within the Property and
closes any store located within the retail shopping area commonly known as the "Golden
Triangle Mall."
"TxDot" means the Texas Department of Transportation.
"US 380" means U.S. Highway 380.
Section 3. Terms of Program Grants for Phase I and Phase 11.
3.1. Program Grant for Phase 1. This Agreement shall be effective as of the date
executed by both parties. At any time following execution of this Agreement and following
Substantial Completion of the Required tnfrastructure for Phase 1(but not later than January 1,
2013), Grantee may designate the first day of any month to be the Program Effective Date for
Phase I by providing written notice to the City at least 60 days prior to the designated Program
Effective Date for Phase I. The City will begin making Program Grant for Phase I monthly
installment payments on the designated Program Effective Date for Phase I and shall continue to
make such monthly installment payments for 240 consecutive months as provided by this
Agreement. This Agreement will terminate with respect to the Program Grant for Phase I upon
the earlier to occur of(i) the date Grantee has been paid for the full amount ofthe Eligible Phase
I Costs and the Eligible Phase II Costs, or (ii) 240 months after the Program Effective Date for
Phase 1 regardless ofwhether Grantee has been paid the fiill amount ofthe Eligible Phase I Costs
and Eligible Phase [I Costs.
Page 4
191>1010195112
EXHIBIT 1
3.2 Program Grant for Phase II. This Agreement shall be effective as of the date
executed by both parties. At any time following execution of this Agreement and following
Substantial Completion of the Required Infrastructure for Phase II (but not later than January I,
2015), Grantee may designate the first day of any month to be the Program Effective Date for
Phase II by providing written notice to the City at least 60 days prior to the designated Program
Effective Date for Phase II. The City will begin making Program Grant for Phase II monthly
installment payments on the designated Program Effective Date for Phase II and shall continue to
make such monthly installment payments for 240 consecutive months as provided by this
Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon
the earlier to occur of(i) the date Grantee has been paid for the full amount ofthe Eligible Phase
II Costs, or (ii) 240 months after the Program Effective Date for Phase I l regardless of whether
Grantee has been paid the full amount ofthe Eligible Phase ll Costs
Section 4. Installment Payments for Program Grants for Phase I and Phase II.
4.1. Program Grant for Phase l. For each month during the term of the Program Grant
for Phase 1, the City agrees, subject to the conditions contained in this Agreement, to make a
Program Grant for Phase ] installment payment to Grantee on or before thirty days following the
City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total
Taxable Sales from the businesses located in Phase I. The Program Grant for Phase I installment
payments shall be calculated as provided in Section 5.1 ofthis Agreement. Issuance ofthe first
certificate ofoccupancy by the City to any tenant within Phase I shall be a condition precedent to
the initiation of Program Grant for Phase 1 installment payments. Program Grant for Phase [
installment payments may be withheld at any time if there are delinquent property taxes on any
property owned by Grantee and located in the City, and such installment payments will not be
resumed until such delinquency is cured. Notwithstanding anything contained herein to the
contrary, ifSubstantial Completion ofthe Retail Improvements in Phase I has not occurred on or
before January 1; 2013, the City, in its sole discretion, may cease the Program Grant for Phase I
installment payments and terminate this Agreement as to the Program Grant for Phase I, and
Grantee will refund to the City all Program Grant for Phase I installment payments previously
Page 5
19151010195112
EXHIBIT 1
made. In addition, the City, in its sole discretion, may terminate this Agreement as to the
Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase 1
has not occurred on or before January l, 2013.
4.2. Program Grant for Phase I1. For each month during the term of the Program
Grant for Phase II, the City agrees, subject to the conditions contained in this Agreement, to
make a Program Grant for Phase Il installment payment to Grantee on or before thirty days
following the City's receipt from the State Comptroller of the Monthly Sales Tax Report
indicating Total Taxable Sales from businesses located in Phase II. The Pro�ram Grant for
Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement.
Issuance of the frst certificate of occupancy by the City to any tenant within Phase 11 shall be a
condition precedent to the initiation of Program Crant for Phase II installment payments.
Program Grant for Phase [I installment payments may be withheld at any time if there are
delinquent property taxes on any property owned by Grantee and located in the City, and such
installment payments will not be resumed until such delinquency is cured. Notwithstanding
anything contained herein to the contrary, if Substantial Completion of the Retail Improvements
in Phase ll has not occurred on or before January l, 2015; the City, in its sole discretion, may
cease the Program Grant for Phase II installment payments and terminate this Agreement as to
the Program Grant for Phase II, and Grantee will refund to the City all Program Grant for
Phase II installment payments previously made. In addition, the City, in its sole discretion, may
terminate this Agreement as to the Program Grant for Phase II if Substantial Completion of the
Required Infrastructure for Phase II has not occurred on or before January l, 2015
Section �. Calculation of Installment Payments for Phase I and Phase II.
5.1. Program Grant for Phase I. Program Grant for Phase I monthly installment
payments during the term of the Program Grant for Phase I(as set forth in Section 3.1) shall be
calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable
Sales from businesses in Phase I as established by the most recent State Comptroller's Monthly
Sales Tax Report. The City's obligation to make such payments is contingent upon the City's
receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to
Pa�e 6
1 9 1 510 1 019� 1 12
EXHIBIT 1
issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably
equivalent and mutually agreeable alternative method of computing the Program Grant for Phase
I monthly installment payments. Payments ofthe Program Grant for Phase 1 monthly installment
payments will be used FIRST, to repay Grantee for Eligible Phase 1 Costs up to a maximum of
$20 million and THEN to repay Grantee for Eligible Phase II Costs up to a maximum of �42
million, providing that Phase II installments have been initiated.
Any adjustments resulting from overpayment or underpayment of sales tax by a retail
business located within Phase 1 will be reflected in the monthly Program Grant for Phase I
installment payment in which such overpayment or underpayment was reported by the State
Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax
previously collected on reported sales within Phase l, the next scheduled Program Grant for
Phase 1 installment payment will be adjusted by the amount of overpayment or underpayment.
Should the adjustment result in a negative Program Grant for Phase I installment payment due,
Grantee will remit the balance to the City within 30 days.
�.2. ProQram Grant for Phase I1. Program Grant for Phase II monthly installment
payments during the term of the Program Grant for Phase II (as set forth in Section 3.2) shall be
calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable
Sales from businesses in Phase I1 as established by the most recent State Comptroller's Monthly
Sales Tax Report. The City's obligation to make such payments is contingent upon the City's
receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to
issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably
equivalent and mutually agreeable alternative method of computing the Program Grant for Phase
I[ monthly installment payments. Payments of the Program Grant for Phase II monthly
installment payments will be used to repay Grantee for Eligible Phase II Costs up to a maximum
of $42 million.
Any adjustments resulting from overpayment or underpayment of sales tax by a retail
business located within Phase II will be reflected in the monthly Program Grant for Phase lI
installment payment in which such overpayment or underpayment was reported by the State
Page 7
191�101019>I1.2
�:�:u:���i
Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax
previously collected on reported sales within Phase II, the next scheduled Program Grant for
Phase II installment payment will be adjusted by the amount of overpayment or underpayment.
Should the adjustment result in a negative Program Grant for Phase II installment payment due,
Grantee will remit the balance to the City within 30 days.
Section 6. Other Grantee Obtigations. In consideration of the Program Grant for Phase I
and the Program Grant for Phase II, Grantee agrees as follows:
6.1 The Retail Improvements in Phase I and the Retail Improvements in Phase II shall
be designed and constructed in accordance with the Rayzor Ranch Architectural Guidelines.
6.2 In the event of tenant turnover, Grantee shall diligently seek to obtain quality
retail tenants that are new to the Denton retail market. However, existing Denton retail
businesses shall not be prohibited from leasing retail space at the Property.
6.3 Grantee shall fund the Highway 380 Improvements and shall guarantee funding
by providing the City with an irrevocable letter of credit pursuant to the Development Agreement
for Rayzor Ranch (US 380). Failure to provide the letter of credit will be a default under this
Agreement, and the City may withhold all Program Grant for Phase I and Program Grant for
Phase lI installment payments until an executed letter of credit is received by the City. Should
Grantee receive reimbursement for the Highway 380 Improvements from TxDot, the amount of
such reimbursement shall be deducted from the total amount of the Eligible Costs.
6.4 The Property will not be conveyed during the term ofthis Agreement to any entity
whose ownership of the Property would cause the Property to become exempt from ad valorem
taxes unless an agreement with the City to ensure a program of payments in lieu of ad valorem
taxes has first been agreed upon; provided, however, this Section 6.4 shall not apply to the
property designated for the future museum to be located on the Property, or property designated
for parks or other public uses, including Cook Children's Hospital and the Denton Municipal
Electric substation sites.
Page 8
19151010195112
EXHIBIT 1
6.5 Grantee has dedicated within the Property all required right-of-way for the future
expansion of Bonnie Brae as a secondary arterial.
6.6 In the event Grantee or any of its affiliates purchases any retail buildings in the
retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its affiliate
shall offer in writing to sell such buildings to FMP Denton, LLC for: (i) the then fair market
value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the
amount of any arms-length offer to purchase such buildings received by Grantee or its affiliate
from any third-party retail user unrelated to Grantee or any of its affiliates, whichever is greater.
Section 7. Audits and Monitoring.
From time to time prior to and after the initiation of the Program Grant Installment Payments for
Phase I, Grantee will submit statement(s) of Eligible Costs for Phase I expenditures. City will
review the statement(s) and within 30 days provide Grantee with a letter, signed by the City
Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied
as "eligible costs" or requesting additional detail if needed to make the determination of
eligibility.
From time to time prior to and after the initiation of the Program Grant Installment Payments for
Phase II, Grantee will submit statement(s) of Eligible Costs for Phase Il expenditures. City will
review the statement(s) and within 30 days provide Grantee with a letter, signed by the City
Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied
as "eligible costs" or requesting additional detail if needed to make the determination of
eligibility.
During the term of this Agreement, the City reserves the right to conduct audits of the sales and
use tax records ofbusinesses located within the Property if, in the sole opinion ofthe City, such
action is determined to be necessary. Grantee agrees upon request to use reasonable efforts to
assist the City in obtaining such records from tenant taxpayers. Failure to provide such
assistance shall be grounds for default; and City may withhold any Program Grant installment
payments until such assistance is provided. During the term of this Agreement, the City will
Page 9
i9is�oio�si�.z
EXHIBIT 1
keep, or cause to be kept, copies of the Monthly Tax Reports and proper and current books and
accounts in which complete and accurate entries shall be made of the amount of sales taxes
received by the City from the State of Texas attributed to retail sales within both Phase I and
Phase II and such other calculations, allocations and payments required by this Agreement.
During the term, the City shall prepare within 180 days after the close of each fiscal year �f the
City, a complete financial statement for such year in reasonable detail covering the above
information, and shall furnish a copy of such statement to Grantee. Upon the request of Grantee,
and at Grantee's expense, City shall have the annual Program Grant for Phase I and the Program
Grant for Phase I� financial statements prepared by an independent certified public accountant.
Upon request of Grantee, City shall provide copies of City•records related to the Program Grant
for Phase 1 and/or the Program Grant for Phase II to investors, lenders, or other parties
designated by the Grantee.
Section 8. Default. If a party fails to perform any of its obligations under this Agreement
and such failure is not cured within 30 days after written notice, the failure of the non-
performing party to cure within such 30 day period (or to commence to cure if the nature of the
failure cannot reasonably be cured within 30 days) shall constitute a default under this
Agreement and shall entitle the non-defaulting party to all remedies available at law or in equity
(including injunctive relief, specific performance, and suspending or withholding Program Grant
for Phase I or Program Grant for Phase 1[ payments); PROVIDED, HOWEVER, NOTWITHSTANDING
THE FOREGOING, (1) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO
ENFORCE SPECIF[C PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT
TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTA�ITIAL COMPLETION OF THE
RETAIL IMPROVE�tENTS 1N PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS
PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL C0�17PLETION OF THE REQUIRED
INFRASTRUCTURE FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS
PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATIOV TO
PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (lii) THE CITY
CANNOT TERn71NATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTAi�1T1AL
COMPLETIOIY OF THE RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR OIY OR BEFORE
JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE
Page 10
i9is�oiovsi i.2
EXHIBIT 1
REQUIRED IIYFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE JA(VUARY 1, 2015
AS PROV[DED BY SECTION 4 HEREOF, OR (3) GRANTEE IS 1N DEFAULT OF ITS OBLIGATION TO
PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND (iv) THE CITY
MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH
RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE I
EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT TERMIVATE, WITHHOLD
OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT
FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT FOR DEFAULTS
RELATED TO PHASE II.
Section 9. Mutual Assistance. The City and the Grantee shall do all things necessary or
appropriate to carry out the terms and provisions of this Agreement and to aid and assist each
other in carrying out the terms and provisions of this Agreement.
Section 10. Indemnity. It is understood and agreed that Grantee in performing its obligations
hereunder is acting independently and the City assumes no responsibilities or liabilities in
connection therewith to third parties and Grantee agrees to defend, indemnify and hold harmless
the City from and against any and all claims, suits, and causes of action of any nature whatsoever
arising out ofGrantee's obligations hereunder. Grantee's indemnification obligations include the
payment of reasonable attorney's fees and expenses incurred by the City in connection with such
claims, suits, and causes of action.
Section 11. Representations and Warranties by the City. The City represents and warrants
that:
l 1.1 The City is a home rule Texas municipal corporation and has the power to enter
into and has taken all actions to date required to authorize this A�reement and to carry out its
obligations hereunder;
Page 1 1
191�1010195112
EXHIBIT 1
1 1.2 The City knows of no litigation, proceedings, initiative, referendum, investigation
or threat of any of the same contesting the powers of the City or its officials with respect to this
Agreement that has not been disclosed in writing to Grantee;
1 I.3 The City knows of no law, order, rule or regulation applicable to the City or to the
City's governing documents that would be contravened by, or conflict with the execution and
delivery of this Agreement;
1 1.4 This Agreement constitutes a valid and binding obligation ofthe City, enforceable
according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of
general application affecting creditors' rights and by equitable principles, whether considered at
law or in equity. Subject to the indemnity provided by Section 10 of this Agreement, the City
will defend the validity of this Agreement in the event of any litigation arising hereunder that
names the City as a party or which challenges the authority of the City to enter into or perform
its obligations hereunder. City recognizes that Grantee intends to commence construction and
expend substantial monies in reliance upon the accuracy of the representation and warranty of �
the City as set forth in this Section 11.
Section 12. Representations and Warranties by Grantee. Grantee represents and warrants
that:
12.1 Grantee is a New York Limited Partnership duly organized and validly existing
under the laws of the State of Texas and is, or will prior to the effective date of this Agreement,
be qualified to do business in the State of Texas; has the legal capacity and the authority to enter
into and perform its obligations under this Agreement;
12.2 The execution and delivery of this Agreement and the performance and
observance of its terms, conditions and obligations have been duly and validly authorized by all
necessary action on its part to make this Agreement;
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191�\OI0195I1.2
EXHIBIT 1
123 Grantee knows of no litigation proceeding, initiative, referendum, or investigation
or threat of any the same contesting the powers of the City, Grantee or any of its principals or
officials with respect to this Agreement that has not been disclosed in writing to the City; and
12.4 Grantee has the necessary legal ability to perform its obligations under this
Agreement and has the necessary financial ability, through borrowing or otherwise, to construct
the Improvements. This Agreement constitutes a valid and binding obligation of Grantee,
enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and
other laws of general application affecting creditors' rights and by equitable principles, whether
considered at law or in equity.
Section 13. Rights of Lenders and Interested Parties. The City is aware that financing for
acquisition, development, and/or construction of the infrastructure and retail improvements
required by this Agreement may be provided, in whole or in part, from time to time, by one or
more third parties, including, without limitation, lenders, major tenants, equity partners and
purchasers or developers of portions of the Property (individually, an "interested Party" and
collectively, "Interested Parties"). In the event Grantee fails to perform any of its obligations
under this Agreement, all notices to which Grantee is entitled under Section 8 ofthis Agreement
shall be provided to the Interested Parties at the same time they are provided to Grantee
(provided the Interested Parties have previously been identified to the City and provided their
notice addresses to the City). If any Interested Party is permitted under the terms of its
agreement with Grantee, to cure the event of default and/or to assume Grantee's position with
respect to this Agreement; the City agrees to recognize such rights of the Interested Party and to
otherwise permit the Interested Party to cure the event of default and to assume all of the rights
and obligations of Grantee under this Agreement. The City shall, at any time upon reasonable
request by Grantee, provide to any Interested Party an estoppel certificate or other document
evidencing that this Agreement is in full force and effect and that no event ofdefault by Grantee
exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of
default). Upon request by any Interested Party, the City will enter into a separate assumption or
similar agreement with such lnterested Party, consistent with the provisions ofthis Section 13.
Page 13
19151010U�112
EXHIBIT 1
Section 14. Compliance. This Agreement shall be conditioned upon and subject to
compliance with all applicable federal, state and city laws, ordinances, rules and regulations,
including, without limitation, all provisions ofthe Development Code ofthe City ofDenton.
Section 15. Limitation. This Agreement shall never be construed as constituting permission
or authority for development or construction pursuant to Chapter 245 of the Texas Local
Government Code.
Section 16. Entire Agreement; Changes and Amendments. This Agreement constitutes the
entire agreement of the Parties with regard to the subject matter hereof and supersedes and
replaces in their entirety all prior a�reements related to the subject matter hereof including, but
not limited to, that certain "Economic Development Program Grant Agreement with Allegiance
Hillview, LP" executed and effective on or about March 10, 2009, and passed and approved by
City Ordinance No. 2009-064 dated March 10, 2009. Except as specifically provided otherwise
in this Agreement, any alterations or deletions to the terms ofthis Agreement shall be by written
amendment executed by both parties to this Agreement.
Section 17. Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the Parties, their respective successors and assigns. Grantee may assign all or part of
its rights and/or obligations in or to or under this Agreement as related to Phase 1 and/or Phase II
upon written notice to the City of such assignment. lf an assignee agrees in writing to be bound
by the terms and conditions of this Agreement and executes an amendment to this Agreement,
the assignor shall be released as to the obligations assigned but not as to any obligations or
liabilities ofthe assignor to the City that arose prior to the assignment.
Section 18. Notice. Any notice and/or statement required or permitted to be delivered shall
be deemed delivered five business days after being deposited in the United States mail, certified
with return receipt requested, postage prepaid, addressed to the appropriate party at the following
addresses, or at such other addresses provided by the parties in writing. Any such notice and/or
statement shall also be deemed delivered when delivered by a nationally recognized delivery
Page 14
i9is�oio�si�.z
EXHIBIT 1
company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery
address.
Ifto Grantee:
Allegiance Hillview, L.P.
I 345 Avenue of the Americas - 46`h Floor
New York, New York 10105
Attention: Constantine Dakolias, President
with a co�v to:
Allegiance Hillview, L.P.
5221 North O'Connor Boulevard, Suite 700
lrving, Texas 75039
Attention: Andrew Osborne
If to the Citv:
City of Denton
Attn: City Manager
21 S E. McKinney
Denton, Texas 76201
Phone: 940349.8307
Fax: 940349.8596
With a co�y to:
City of Denton
Attn: City Attorney
215 E. McKinney
Denton, Texas 76201
Phone: 940.349.8333
Fax: 940.382.7923
Section 19. Venue. The obligations of the Parties are performable in Denton County, Texas;
and if legal action is necessary to enforce this Agreement, exclusive venue shall lie in Denton
County, Texas.
Section 20. Applicable Laws. This Agreement is made subject to the provisions of the
Charter and ordinances of City, as amended, and all applicable state and federal laws.
Page 15
19151010U5112
EXHIBIT 1
Section 21. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws and court decisions ofthe State ofTexas.
Section 22. Benefit of Agreement. This Agreement is executed solely for the benefit of the
Parties and their successors and assigns, and nothing in this Agreement is intended to create any
rights in favor of or for the benefit of any third party.
Section 23. Legal Construction/Partial Invalidity of Agreement. In case any one or more
of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect
any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or
unenforceable provision had never been contained in this Agreement.
EXECUTED and effective as ofthe � day of , 2010, by the City, signing by and
through its Mayor, duly authorized to execute same by action of the City Council; and by
Grantee, actin� through its duly authorized officials.
_. - � ,
� �,, F D , TEXAS
4 — -
MARK A. URROUGh , MAYOR
�^
• P, - e
TTEST: ,
P�
JE IFER WALTERS, CITY SECRETARY
APP OVE�A,�TO LEGAL FORM:
U es
ANITA BURGESS, CITY ATTORNEY
Page 16
191 �101019� 1 12
STATE OF TEXAS
COUNTY OF DENTON
S
§
EXHIBIT 1
G RANTEE:
ALLEGIANCE HILLVIEW, L.P., a New York limited
partnership
By: TH GP LLC, a Delaware limited liability
company, d/b/a TH Denton GP LLC in the State of
Texas, its general partner
gy. _
Name: . ����� Usl ,�re��
Tit le: /�c��-It �-ecp S��►�► a'�,wtiy—
ACKNOWLEDGMENTS
��l
This instrument was acknowledged before me on the ��— day of , 2010, by
Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of sai � city.
�������"' JANE E. RI
,,;:�p'°�e, CHARDSON
?'. "' Notary Public, State of Texas
'��� ` My Commission Expires
�'%';!�'�;,'..F June 27, 2013
� - --- -- -----__ �
STATE OF TEXAS S
COUNTY OF � 5
tary Public, in and for the State of Texas
My Commission expires: Q �� ��
This instrument was acknowledged before me on the i��day of �uv�G , 2010, by
A-+n�rc� U•5����uP , the �4N�,.�-n��Si-s�;'�'�of TH GP LLC, a Delaware limited liability
company, d/b/a TH Denton GP LLC in the State of Texas, the General Partner of Allegiance
Hillview, L.P.; a New York limited partnership, on behalf of the limited liability company and
limited partnership.
Page 17
i9is�oio�v�i�.z
EXHIBIT 1
Notary Public, in and forthe State ofTexas
My Commission expires: ���.3 �' �Q (�
Page 18
„��.,,,
;io;�nrPOB��, DEBORAH VICK
_ _ Notary Public. State of Texas
=s.. :g: My Commission Expires
'%'„EOF�E`,�` October 31, 2013
191�101019�112
EXHIBIT 1
EXHIBIT A
CATEGORIES OF ELIGIBLE IMPROVEMENTS
Categories of Eligible Improvements Estimated Costs
Hwy 380 Improvements $ 8,133, I 50
Site drainage 4,720,750
Regional drainage improvements 2,696,750
Internal commercial roads, including water, sewer, 20;004,064
streetscapes, plazas and amenities
Scripture Road improvements 675,050
Bonnie Brae improvements 1,271,900
Public Parking garage 6,730,375
Major public infrastructure relocation 2,013,650
Miscellaneous fees/services 5,754,31 1
[nterest during construction on non-residential development 10;000,000
TOTAL $62,000,000
The actual cost of any individual Categories of Eligible Improvements may vary from the
Estimated Costs shown on this Exhibit A. Grantee has the right to adjust individual line items of
Estimated Costs of the individual Categories of Eligible Improvements so long as the Total of
$62,000,000 is not exceeded.
Page 19
I 91 >1010�9� I I .2
E.����,t B
1WETES AND 80UND3, PAR7 01HE AND'PART TWO
4l�.28 ACRFS r1'aTAt)
FRANCIS BATSON SURVEY, ABSTRACT ND. 43
6.B.B. 8 C.R.R. COMPANY SURVEY, A8STI�ACT ND. i92
CITY 8F DENTdN, DENiON.COUNTY, iEXAS
PART ONE
i�:�:u:���i
6ElNG a Uad of land �ltuatetl ln tho Fra�cfs Baison Sunroy, a�s�aa r�to_ a3. 'ra lhe Ciry a1 Denlon.-Oenlon �
Gouniy, Texos, being oil of a pllad 121.arse acra �rac� {desc+ip�cn of sr.�Pttard �+u Trnc4 Trad ?1.
Gescribed in deed tn denlon Hilivlow, LP., racfl.•ded (n DenLOn Caunty Clerk'6 �1ln No: 2t}8:'r427450 0� U'ie
ftaal Aroperty Fi000r�� ol denton County. l'exas, all o� e Collad 0.2254 8cr�9 ir.�r.t.Crmd ij. a pilad 2.1017
otrp Uact (TreCt 2} and n aell8d•2.2Z00 ttcra tra�i {TraG! 3} dosuibed 1n dead lo Quanwm nl Oentan Sel�
Siarnge,.L.P•. racorded in Votumo 502�; Pafl9 01647 ot the Real P�vperiy R�rts ot D�lon County, Teacss,
part of a callod 18.269 aere lrad, dascrihed'in dood to Dantan Pmperty Jdnt Venlure, rtuorded in Oantaf
Cot+nry C1ork's Flle No. 00=R0101370 of tha Reat Proporfy Racards olOQnton Ceurxy, Texns, a�t ot a cai!od
2.999 aa$ It�Gt, desCri6od in deod to Do tia11 PropeMlaS. LW., rocorded tn �enton County C�ort�s flle Na:
2005�-40231 0l lho Real Prvperty R000rds of Dooton Caunty, Taxo5, belnp pan o! a wUeO 8,927T eaa tract e1 -
tand descrl6ed in Doed lo Meaquita Croak Developmant, Inc., racatdod In Vclume 4562; Paga 06$3 oi the
Roal Property Racards of Danlon County, Taxas, and all of LoE 1 01 SANDY'ADC]1T10+�, an addiGai �o Itstt Ciry_
of aonton, Denton Cauniy, Yaxns, according to tha plat tho�eaf recardad in Yotuma 13, Pepa 47 aid Gabinut
J, 5lide 34 B ol tho Ptat Retords oi Denton Caunly, Tezas, arxf beln9 rrtarp P�A&�+IaAy Gasc+ibed by metes
and bounds as fcllow5:
9EGINMING al 0 1/2-inch iran rod loUnd lor tho �oAh end oi a comet CJip at 1ha intorseCtlCn ef IJ19 na[th -•
right�ahwuy linu o� Wast Universlty Dr1ve (U,S. Highway No: 3tlQ, 8 100.T0 (oct wide putrEc riphtof-way) arYi
1ho wast right-of•way lino o( 9orinia B�ae Sliael {a variabl0 width pu�lie tight�of�vsiy) far Ihe mosfoaelerty
wuthescl comor a( �ne boforemont�oned Lot 1 of SANDY ADDtTION;
TNE!!CE wiih lha eomor clip, Soulh 45'48'44' Wnst.,a distanea of 90.93 feet lo a 3!4-inc3i iron rod found for
tomer,
THENCE wilh 1he north riphl•of-way lina of Wesl University Odve. Ihe (ollawinQ a�ursES and dictances in wil:
--Norlh 89•07'2B' Wesl, a disaanca oi 7.73.40 (oot lo a 5J8-Irtch iron ivd wiih 'KHA" cop sol tbr wmer, :
-NOr1h $0'S6'24° West, a dlstnn�a oi 178i _77 foet to a-912-inch !ron rod faund tor Ihe soull:eaet comer of
' Iha �Ilnd �.9277 arn►Usct; .
I THENCE ienving lho nccth rig�t-of-way Ona ot We6t Unkvereiry Drivo wi�h it+o Cast line of the Ci.8217 aero trac�
North 00`23'4Q' East, a dislanw of 276,ap (e91 to a polnf (ar comer,
THENGE cros&inp lhe cotted 8.921 T:acre lr�cl, !h9 ToUaWing caur5a5 and disiancos lo wil:
-•Nor1h 99' 10'S2" Woat, s di Sldnce ol 227.fi1 teet to a 0o1n1 lor oame� "
-Not1h DO'59'35' Eost. a dsta�ta ot 8R.8B (eet !o e point far coirwr - -
-Nortti 89'00'25' Wast, e dlclance oi 290.00 teat lo a Obi�l �arcomer In lhe aasi itno af Lol 1,.8bck A a�
90RTERlANOitUS ADOITION, un addltion to U►e City oT DenWn; aenlon Caunty, Teras, 8ttarding !a Ihe
Plat Ulereof recarded in Cabin0l O, SUda 4S af tlw PL3! ReCaft�S o(Dantari County, rexOS;
Papo } of 6
EXHIBIT 1
TNENC E with 1ho cast lins of Lat 1, Blac3t A ond the �t Gr.e of Loi 2, 81ock A of PpRTERlANDRUS
AbplilON, an atltlilion to Iha Cily of.Danton, Oenlon Counly, Texas, exo�n9 to lha �lat th.�c�.wf ccc,orded in
Cabinet V. Sllde 856 ot U:o Plot Remrds of �anton Counly; Touta, NaM 80'b9'47' We3t, e di51?nc� a1217.71
tee! lo a 5Jg-!n� fron rod wNh 'KHA' cap sei [ot 11u3 norUmast �smor of Lot 2; 9tock n;
-THENCE wilb the nohh and wasi Ilnas o� l.ot Y, Blod� A; Ihe lallwvinp ooufaas ond dl�anr�s to wit:
—North 88'42'36' Wast, a dislance ot 40b.07 foat.lo a 6/8.iirh tron r+od witn'KHA' np.sal forcomer,
—SouU1 U1'29D9"�Wost, a dlsEnnc� of 26.89 lest lo a 5/B-Erxt� Irnn rod with 'tCHA' cap sal !m the
nartheasl camer ol tol 1R, 8fodc 1 of AIViN AND CFWYlOTTE WHAl..EY AODITION, an addition tn Ihn
Ciry of Danta�, Dentan County, Te:as, o�vrdir.� to.lha plal Iho-reot rt�oarded in Cahlr.ot I, Sildo 148 0(
the Pl�t keCOrds of Oanlan County, Tm�ns;
THENCE Igeving Iho wcsi Ilna aT Lal 3, 91ock A of P4RTEWANDRUS ADdITION v�n'ih the r.orth Jin� of Lol iR,
Block 1 0( ALVIN AND CFU1fil�TTE N'HAi.EY ADOITION, Norifi 06'3120' We�t a d'islanco of 3g3,3g teel lo
a 518•Inch iron rod wilh 'NHA' C8p BOt i� li►9�nor1lxtesiarly d�ht-0d�y Ilruf Interslals Highway N0, ]5 (a
varlablo witlth public riphl-obway) (orlhe mo5l noriherty narttnveal comer cl Loi i R, 0bs#c 1 of ALVIN AND
CHARLQT� 4VKALE`! ADDITlOAt;
TH�NGE leaving the ndlh lina o� Lol 1R, Sloak 1 0► ALVIN AND CHRRLOT'TE Y'N-U\�El' AOOITJOPJ wiUi the
n�Ahoasiar�y righ�•a(�way Gne int�rstata Hignway'No, �5, North 16'OT5+S' Was�, a dLStartoe W 632.87 �aat !o a
518dnch Eron rud wlth 'xHA' cap sat �or the couthwest camar ot Cnt 14 of GREENWAY ClUB-ESTATES: an
addilion to the C(ty df Denlan, Donlan County, Toxas, aocflrding to tM1e p:at thereat recor�ed In Vdume 4, -
Pnpe 27 0! the P1at Recards of Oenton Caunry, Texas;
THENCE leaving Ihe norihanstnrly ripfit-of-way Ana (ntsrcl�le Highway Na 35 w+th ttto soulFi and oa..*t Ilrms oi
GRr�NWAY CLUB ESTATES, tho �a�lawing aoursna artti dlstanaos Io wlt �
�Norih'73'7513' East, n dlsiance-of 510.79 feet la e.51t1-1r�lron md with'KHA' capsol kx Itw
Oec�inning o} a airve lo tM3 �ght;
—Easlorly, with tho curve ia lho Agrl, Ihrough a conval ongla af 7fi'47'40', I+avir.g a �asfius a� 345.00 fca1,
and ehord be.aring and dislanco o! NoRh 81'39'OT E05t, t0U.76 feet, an art d351�nae ot t01.13 feet lo a
5I8•fn�h fron rdd wlth 'KNA' cap set tar Iha or�d at Ihe arvo;
—NOM 84'SB'�s3' �asf, o distance of 364A6 [eal �o o5?F!-Inrh iron rod with'ItHA' cap sot torcomer;
—NOrth 00'S7iDA' West, a dkslanw ofA 50.7D feot lo a 5I&indl iron rod wRh'KHA' qp aet for tl�,e
sauihwasl cnmcr ai Lol 1, Btock 10 0l WESTGA;E HEIGH7S, an addteor� lo the City of Oenlon, OenWn
Ceunty, Tsxas, according to !he ptat Nereo! recorded In Cabfna[ E, 5tldo 7B ot the Pl�t Recolds of
Oenlon Coun!y, Ter�as:
THENCE laaving !ho east Ifno of GREENWAY Cl�1B £STAiE5 vrith tho south and eaS! line5 oi W�STGATE
HEIGHTS, lhe fpltowing course5 snd dl6lanc6s ta x+L-
-yoM 89'3737° Eas1, v df�tenco of 40.23 feet lc a 5r&inch iran rod wilh 'KtfA" cap sat for comor,
—South p7'34'S7' Ens1, o dlslancv ot i042.fl9 faal tn a 5f&incl� Iran rod wilh 9(H11' qp seI for cLrqer,
--HOnh 00'J757' Easl, a dEstRnca oi 918.l34 feel Io a 5lD-IrSth Iron rod wifh'KI-U4' cep sel loriho most
nanharly nerthwost oomer af.lhe boforemanllawd 121,4759 aue Und
YHENCE ieavfnq Uur east Ilne of WESTGATE HEIGHTS wiih ihe norfh Gna oi Ihe 121.�l759 acre Uact, South
84't3'S6' Eas� a dtslnnce ot 2067:29 feel to a 5J8-inth hon rod wlUt 'KHA" cap sel in Iha wast �i�ht-0►�+�ay
�ino or 9onn�e er�e sUset:
Page ? ol 6
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EXHIBIT 1
THEHCE 103ving lho :wrSh tine of the 121.4759 aue Irstt with Uie we51 righl-0f�rray Urte at Bonnie Brae 5trnat,
lho (allawinp tbur�es and'd[slances to wit;
—5auth 00'3T'10` West..a d3stanw o11455,38 fo�t to a W8-Inch iron rad wllh'iKHA' � set tot cam�
—SouEh dD'Z8'd5' Wost, a distance of 568.TD feet tuthe POINT OF HBGINNING and contnininp 153.37
acres ofinnd,
Bearinp�syslem ba8ed upon Taicns Stale Plpne Coordinato Sys�am, using manumenls R06101�8 AN�
R061Q0&0.
PART twa
BEIHG e tracf.of fand 5f{uatad in ihe B.B•8. 6 C.R.R. Compuny 5utvey, At�traci Na.192. Ir► tri9 City ol
Dentan. Denion Counly. Towa; bainp part o1 a called 285.@365 erJe Iraa of land (desalplfon ni 5ttephatd
Hall Tract, Tract t�, dascribed In doed lo Oanton Hiliviaw, l.F., ro�rded in Dontan Cc�niy Clark'9 File No.
2005»727450 oi lhe Roal Property Rocords of Oenlon County, 78xas, and al� af tat � of L�TS 1,2.0,3
PEARCYfCHRIST�N AODIT{ON No. 7. an addiUOn to iho Cfty atDentan, Dantan Counry; Toxas, asm�irp.to
the plot thereof mcnrdad in Cabinsf 0, Silde Sd oi lhrs Plal i�eaorda o! DentonCcunly, 7exns, and bCing mao
particularly describc+d by metes antl bcunds os fcllows:
eEGWN1NG al a 518�inch Iren rvd found in Ihe souih-rfghMot-i�ray Itne af West UNversity Drive �U.S. Hlgtwray
hfo. 380, a 100.20 foot wids publie right-ol-way)1ar Iha.��rtharty cammon comer ot Lots 2 and 3 a( Iha
belorert�enlionGd LOTS 1,2,8,3 PEARCY/CHRISTON A001174N;
TNENCE IaOving Iho south tiflkit-0f•way. Ilno of Wosl Unlvorsity Qrivts vriih tho �++�+on firo o1 lals 2 and 3,
Soulh 01'OD'28' Wost, a di�tartice aT 600_Ob (eo1 to a 51�nch Iron rod loimd (ar �ho rauthaAY common oamer
of Lols 2 and 3;
THENCE toaving Iha comman Il�o o� lo�s 2 and 3 with lho sou�h anes ot Lat 2 and Lot 1-C oT LOTS t-A, 4-B.
1-C PEI1ftCYfCFiR15TON-ADDITIQN No. 1, an tiddilion to lhe City � Oenton, Oontnn Caun�y, Texas, ,.
according to the plat thereof �ecorded in Cabinol L, S��do 18� oft�io Plaf Record9 oCDenten County, Te�as,
Sauln 89'4d'3A' Eesl, pflsslnp lho 6oufhoasl comer af Lbt 1=C el a distance ol 7.1 f.� feot and mntinutrq for
a totnl distanc� o� 730.60 teel Io a 5!8-inch Unn iod (ound In the wost rightof-wdy Ifne af 8emlo B�ae Streal (u
va�iOWc widlh publkC right-ol-way) for Ifie mosl eastorly norlh4a�i aomoro! lhB batoremanlionod Z63.8395 "
ouo Ir�tl;
TFiENGE witti Iha wosl rignt-0t-we�y lina of Bonn[e 8rde Slrent, thc faaowiru� oourses end disWne� !o wiL
—$outh 00'SB'64"Wes1, a cilslance of 143D.01: faet to a 6t0•inrh iron �cd with'KHA" cap set (or camar;
--Soulh 00'40'St' West, a 6►stanee ot i �TS.56 feet te a 518-Ir�h iron rod w�th'Kf�1A' cup set tw tlu9
6eginn;ng of a curve to Ihe righl;'
..Soutnwesta�ty: with tha curic lo the rlghl, Ihtouph a tentral engte c( 45'Ol'58". having a tadius o(
321:07 faol, and chort! b�aring and dislanw of Sauth-23'19'47' Wost, 245.91 foel, at� arGdistanco of
252.35 teel to o SfBanah iron rod lound ipr lho boginn[ng ot a revcrae uuve-to the IcR �
-=Snuthwestarty. wllh tha 1he wrva lo Iho lo(t: Ihraugh o central angia a( 57'31'5fi'. huving � re�us o(
39Y:01 (eol, nnd ehad bearing ana di5t�nce oI 3oulh 77'Oa'a8" Wc►at, 3T7.30 !eel, on tuc dlatanco af
393.8] foot lo a 51�-inCh Iron rad lound'kr lha artd of tha r.urvo;
-South t 1`41'10' Eesl,: e dislunco:cf 1U.5T taQf ta a 5!6-Ind, Iran rod found for ih$ nonh ond ot a
camor clip at the inlareeci(an ol iho nnrlFi ripht-Of-way Uno ot 5ciplu�v 5treet{a �r3riaWo widUi pubpc
npnl-oi•wayj and tha wast �ight-ol-wayllne of Bonnta 6eto StroQt;
iNENGE wilh Iho camor dip, SGUth �9'33'50' West, a distonca ot 1t.A8 (eet to a JB�ind� trnn rod tound far
!he sout�� end of IhB Corttor dip:
Pago 3 0! 6
EXHIBIT 1
THENCE wilh.the naAh rlghi-o(-way Ilne of Scripture Str�et, North fsB'St1'00' Wesi, a distanos af t2b5.t6 fee�
lo a 5141nch iron rod lound (n tho south iinQ cf �:e 2&5.B3G5 acne trad:
THENCe leaving Iho narth right-af•wEry lina aJ 5cripW ro 5lroet, ihs tatlo.virq oowSGS e1W dis4inCes to wiL
—Ncrih 0�'O70D' �ast, a dislar.ce o1500AG teel ta a SIl�Inr� Ir9n rod faunD for cr�rncr,
—NOAh �0'b�'00' Wost, a dfslonco 01 �61.b6 te�l to a 51t�ir.oh fion rad (aund for oamor;
—SoutN 01'02�OQ" West, a.dfstence oF 504.46 (eat ln e 5f13-Inch irnn md found En lhe notlh r1gnl�ol•wap
lir.e at SCriDlurv SfiTeel:
THENCE wilh the north riplit-of•arr�y Une of Scripturn SUOOI, lho ldlowinp c�urses und dishvicas to wft
—Narlh 88'58'00' West, a disttsnca o( 318.44 footto a 5J8-and� ir�n rod.wilh''KW1' cep seYtoreamer,
=Norlh 08'48'2G' We�t, e distarco uf A1.73 fae! lo a 5/8-�� iron rod tound �n ttw noAheast�dy
�ighi-o�•way 11ne Inls�sWlo Hiphway No. 3S (a vaiinbfa widih pubtic rl�i-of-wby) n� !he ri«th
riph4of-way llno of 5cd'ptura Strool tor �ha mwl saulhorly souUrwtsst comtir ol U+e 258.G365 oae tract
TH�NCE wilh thp nprU�easlerfy �ight-o(•wiay line Inlers�nle Highwey F1o. 35, iha �aUavirig cairuos ond
eislances !o wf1:
—Nor1h 15'S0'30' Wesl, �r dlstance af 38.32.feet to 0 518inch Iran m4 w(th'KHA" eap sol Icr cortier
—Ftonh 16'Z4'00' Wesl, a distanoe o� 3494.3G ioa! lo a 5latn�h fron icd faund far arner;
—Nonh �4'BO�b" East, a distnnce af 17l.Ot (aeClo u 3•inch �r.�ss diak in conuele fa,rwt fpr Gamar,
—Narth d6'04`11' Easi, a dlstanra of 303.fl5 feet IC a 518-Irx� linn rod fwnd tar corr.er,
—Narth-60'32'22' Es51, e dislance o! 114.22 feol to a 51ELInch f.�on rod tovnd for mmer,
=-North OD'St1'25' Easl; n dislnncFr_of 13.09 fOtll to a tonerele rtmnumont faund tn ihe sauth righ4ofivay
tlno o! Wcst Unlversiry Dnva;. _ •
7HENGE leavtng tho narthenstarty �ighl-of•way tinB Inisratalq Hkphwny No. 35 wilh Iho coulA rghl�af�•ay Nn0
of Wo�l Unf�crsfly Drive, �ha follawFrrg coursaa �nd clslanoes Inwil:
—South OS'56'20' Ea96 a dtstonce of 2a�0.OB fse! la o 5/8-inch trofl roei with'lCHA' cap sei icr carrtar,
—Souih �9'Ot'U7' Enst, a di3tanca of 417,72 fas3llcthe POIKT OF BEGINNING And contalning 258.91
acros of land_
-� -� �earir.g syst�m based upon Tauas SWte Piane Coordirwto Syeiam, uJng monume�+ts R061010a ANO
RO6100Fi0.
Thls documanl w3s preparotl undur 22 TAC §fi63.11, does eat reneu wo iasuns ct an on the pround survay, �
and is nol to bo used lo convay or eslablish fnlerPSt9 in ruol property extepllho.�se riphla and interasts I.rplled �
ar osta6lished by kha c�atton or roconflguratfan of tho boundary of tha polllin! st:bdivisJan fnr wfilc�l il was y
propaced: � f
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PARTON� �53.3TACRE3
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PART TYYO, �56.91 ACR�S .
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\\codad�departmentsllegallour docu�nents\ordinances\lo�red-auegiance 3so amendment.docx
ORDINANCE NO. ZO 1 O-Z 1 O
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AMENDMENT
TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE
15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW,
L.P.,WHICH WAS DULY ASSIGNED, IN PART, TO RED RAYZOR RANCH, LLC; AND
PROVIDING AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to execute an
Amendment to Economic Development Program Grant Agreement (the "Amendmeni�, in
substantially the form of the Amendment which is attached hereto and made a part of this
ordinance for all purposes.
SECTION 2. The City Manager, or his designee, is authorized to exercise the City of
Denton's rights and duties as set forth in the Amendment.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day o , 2010.
�, _,
,
' ,
,`� � � ,�`��
MARK A B G , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
i
� j � � �/ ._�%I
EXHIBIT 2
STATE OF TEXAS
COUNTY OF DENTON
FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.
THIS FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM
GRANT AGREEMENT WITH t�LLEGIANCE HILLVIEW, L.P. (this "Amendment")
made and entered into as of the Y'f�day of September, 2010, but effective as of July 30, 2010,
by and among ALLEGIANCE HILLVIEW, L.P., a New Yorlc limited partnership ("Grantee"),
DB DENTON II LLC, a Delaware limited liability company ("Assi�"), and the CITY OF
DENTON, TEXAS, a Texas municipal corporation (the "C�"), is based upon the following:
A. On June 15, 2010, Grantee and the City entered into a certain Economic
Development Program Grant Agreement with Allegiance Hillview, L.P. (the "A�reement").
B. Pursuant to the terms of that certain Assignment and Assumption Agreement,
dated as of July 30, 2010, between Grantee and Assignee, a fully executed copy of which is
attached to and made a part of this Agreement as Exhibit A(the "Assi�nment and Assumption
Agreement"), Grantee assigned to Assignee, and Assignee accepted from Grantee, a11 of
Grantee's right, title and interest in and to the following arising under the Agreement: (i) all
obligations of Grantee with respect to Phase II (as defined in the Agreement) as set forth in the
Agreement, including, but not limited to, those obligations set forth in Section 6 of the
Agreement which are now the sole obligation of Assignee, (ii) the Program Grant for Phase II (as
defined in the Agreement) and (iii) the rights of "Grantee" to payments of the Program Grant for
Phase I(as defined in the Agreement) monthly installment payments pursuant to, in accordance
with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the
Agreement after Grantee has received Twenty Million and no/100ths Dollars ($20,000,000.00) in
such payments, provided, that the Phase II monthly installment payments have been initiated
(collectively, the "Phase II Ri�hts and Obligations"). In connection therewith and as set forth in
the Assignment and Assumption Agreement, Assignee agreed to (1) be bound by the terms and
conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (2) timely
perform all of the Phase II Rights and Obligations pursuant to and in accordance with the terms,
provisions and conditions of the Agreement.
C. Pursuant to Section 17 of the Agreement, Grantee has the right to be fully and
completely released from all of the Phase II Rights and Obligations as a result of such
assignment and Assignee's agreement to (i) be bound by the terms and conditions of the
Agreement as it relates to the Phase II Rights and Obligations and (ii) timely perform all of the
Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and
conditions of the Agreement.
EXHIBIT 2
D. Grantee and the City desire to amend the Agreement to effectuate the release of
Grantee from the Phase II Rights and Obligations as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acicnowledged, Grantee, Assignee and the City agree as follows:
1. Grantee and Assignee represent and warrant to the City that the Assignment and
Assumption Agreement has been fully executed and is in full force and effect.
2. Assignee hereby agrees to (i) be bound by the terms and conditions of the
Agreement as it relates to the Phase II Rights and Obligations, and (ii) timely perform all of the
Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and
conditions of the Agreement.
3. Grantee is hereby fully and completely released from all of the Phase II Rights
and Obligations; provided, however, that Grantee is not released from any obligations or
liabilities of Grantee to the City under the Agreement for Phase I(as defined in the Agreement).
Grantee is not released from any obligations or liabilities of Grantee to the City under the
Agreement for Phase II based solely upon acts or events which occurred prior to the date of the
Assignment and Assurnption Agreement.
4. To the extent of any inconsistency between the terms and provisions of this
Amendment and the Agreement, the terms and provisions of this Amendment will control.
Except as amended by this Amendment, all of the terms, covenants and conditions of the
Agreement are in full force and effect and the Agreement is hereby ratified and confirmed.
5. This Amendment will be binding upon and will inure to the benefit of the parties
to this Amendment and their respective successors and permitted assigns.
6. This Amendment may be executed in one or more counterpart copies, all of which
will constitute and be deemed an original, but all of which together will constitute one and the
same instrument binding on Grantee, Assignee and the City. Delivery by facsimile or electronic
mail of this Amendment ar an executed counterpart hereof will be deemed a good and valid
execution and delivery hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON NEXT PAGE.]
2
EXHIBIT 2
Grantee, Assignee and the City have executed this First Amendment to Economic
Deve]opment Program Grant Agreement with Allegiance kiiJlvievv, L.P. on the day and year �rst
above written.
GRANTEE:
ALLEGIANCE HILLVIEW, L.P.,
a New York limited partnership
:
TH GP LLC (dlb/a TH Denton GP LLC,
in the State of Texas), a Delaware limited
liability company
Its:
By:
Nar
Its:
ACKNOWL�pGMENT
STATE OF �NP�Vv�L?.I.L� )
)§
C�UNTY OF �iti )
This instrament was ACKN�WLEDGED before me on �%/ �v ._, 2010, by
M�� �h , the �' . D. 6 of TH GP LLC (d/b/a TH Denton GP LLC, in th� State
of Texas), a Delaware limited liability company, the genera] part r of Allegiance Hillview, L.P.,
a l�'ew York lixnited partnership, on behalf of such limit�d pa�r�iip, �'
[SEAL]
My Corn issi Expir�
OAILI.AND. ] 8663 I 0.4 3
Public
Printed Name of Notary Public
THOMAS SANTORA
Notary Public, State of New York
No.01SA6191079
Glualified in New York County
Commission Expires Aug. 4, 2012
EXHIBIT 2
[SIGNATURE PAGE TO
FIRST AMENDII�NT TO ECON4MIC DEVELOPMENT PROGRAM GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.]
ASSIGNEE:
DB DENTON �� LLC,
a Delaware limited liability company
By: DB Dentan Holdings LLC,
a Delaware limited liability company
Its: Sple A7ember
By: RED Rayzor Ranch, LLC,
a Delaware lir.nited liability corzipany
Its: Managing Member
By: `�
� Michael Ebert �
Tts: Manager
ACKNOVVLEDGMENT
�
STATE OF L— )
r � �
CC�UNTY OF
This instrument was ACKN4WLEDGED before me on , 2010, by
Michael Ebert, the manager �f RED Rayzor Ranch, LLC, a Delaware ]imited liability company,
the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the
sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such
limited liability company.
�� r� RAMONA ZAPUSIAS
.�A,�,y., Notary Public,State of Arizona
o Maricopa County
My Commisaion Expires
� � February 03, 201•3
[SEAL]
My Cflmmissian Expires:
� �?� -t�
OAKLAI+lD.1866310.4 Q,
�
Notazy Public
Printed Name of Notary Pnblic
EXHIBIT 2
[SIGNATURE PAGE TO
FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.]
STATE OF TEXAS
COUNTY OF DENTON
)
)§
)
CITY:
CITY OF DENTO TE
George C. ampbell, City Manager
ACKNOWLEDGMENT
This instrument was ACKNOWLEDGED before me or�dP�Pr►y��/� , 2010, by
George C. Campbell, City Manager of the City of Denton, Texas, on behalf of the City of
Denton, Texas.
Notary Public
Printed Name of Notary Public
[SEAL]
My Commis ion Expires:
����BYPU %�., J�NNIF@R K. WALTEf�S
•�'=°1*� A`'�'= Notary Public, State ot Texas
� ' 7.,= My Commission Expires
N'.
�rl��fOFSE���,, December 19, 2010
�h4una�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
z
BY: ._.�-- i��i
OAICLAND.1866310.4
EXHISIT A
Assignment and Assumption Agreement
[See attached.]
OAKLAND.1866310.4
EXHIBIT 2
EXHIBIT 2
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), is entered
into as of July �, 2010 by and between Allegiance Hillview, L.P., a New York limited partnership
("Assignor"), and DB Denton II LLC, a Delaware limited liability company ("Assignee"). Assignor
and Assignee are referred to herein individually as a"Party" and collectively, as the "Parties".
WHEREAS, Assignor has agreed to assign and transfer to Assignee all of Assignor's right, title
and interest in and to the following arising under that certain Economic Development Program Grant
Agreement with Allegiance Hillview, L.P., dated as of June 15, 2010 (the "380 Grant"), by and
between Assignor and the City of Denton, Texas, a Texas municipal corporation (collectively, the
"Phase II Ri�hts and Obli�ations"): (a) all obligations of Assignor with respect to Phase II as defined
and set forth in the 380 Grant, including, but not limited to, those obligations set forth in Section 6 of
the 380 Grant, which shall be the sole obligation of Assignee, (b) the Program Grant for Phase II as
defined and set forth in the 380 Grant and (c) the rights of "Grantee" to payments of the Program Grant
for Phase I(as defined and set forth in the 380 Grant) monthly installment payments pursuant to, in
accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the
380 Grant after Assignor has received Twenty Million and no/100ths ($20,000,000.00) in such
payments, provided, that the Phase II monthly installment payments have been initiated; and
WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept from
Assignor and assume, all of the Phase II Rights and Obligations upon the terms and conditions set forth
in this Assignment and the 380 Grant.
NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged,
Assignor and Assignee hereby agree as follows:
1. Assignor hereby conveys, transfers and assigns to Assignee all of the right, title and
interest of Assignor in and to the Phase II Rights and Obligations.
2. Assignee hereby accepts the assignment, transfer and conveyance of all the right, title
and interest of Assignor in and to the Phase II Rights and Obligations, and Assignee assumes,
undertakes and agrees to (a) be bound by the terms and conditions of the 380 Grant as it relates to the
Phase II Rights and Obligations, and (b) timely perform all of the Phase II Rights and Obligations
pursuant to and in accordance with the terms, provisions and conditions of the 380 Grant.
3. Assignor shall indemnify, defend, and hold Assignee harmless from and against any and
all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including
reasonable attorneys' fees and disbursements) which Assignee may incur, or which may be claimed
against Assignee, by reason of (a) any breach or alleged breach of any of the Phase II Rights and
Obligations occun•ing prior to the date hereof, andlor (b) any obligation owed by, or any liability
incurred by, Assignor with respect to any of the Phase II Rights and Obligations accruing, or arising
out of actions which occur, prior to the date hereof. Assignee shall indemnify, defend, and hold
Assignor harmless from and against any and all claims, judgments, liabilities, damages, injuries,
losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which
Assignor may incur, or which may be claimed against Assignor, by reason of (i) any breach or alleged
breach of any of the Phase II Rights and Obligations occurring from and after the date hereof, and/or
(ii) any obligation owed by, or any liability incurred by, Assignee with respect to any of the Phase II
Rights and Obligations accruing, or arising out of actions which occur, from and after the date hereof.
OAKLAND.1868952.7
EXHIBIT 2
4. Nothing in this Assignment, express or implied, is intended or will be construed to
expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties at
law or in equity.
5. Nothing in this Assignment, express or implied, is intended or will be construed to
confer upon, or give to, any person, other than Assignor and Assignee, any rights, remedies,
obligations or liabilities.
6. This Assignment inures to the benefit of and is binding upon Assignor and Assignee
and their respective successors and assigns. From and after the date of this Assignment, (a) Assignor
agrees that Assignor will not modify or amend, nor take any action to modify or amend, the 380 Grant
with respect to any of the Phase II Rights and Obligations and (b) Assignee agrees that Assignee will
not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to Phase I
(as defined and set forth in the 380 Grant) or the Program Grant for Phase I(as defined and set forth in
the 380 Grant).
7. Assignor and Assignee hereby agree to execute any additional documents or
instruments as the other may reasonably request to carry out or give effect to this Assignment. In such
regard, Assignor and Assignee acknowledge and agree that as soon as reasonably practicable after the
date of this Assignment they will submit to the City of Denton, Texas (the "C�") a signed original
First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview,
L.P. in form and content attached to and made a part of this Assignment as Exhibit A(the
"Amendment") in order to have Assignor released from all of the Phase II Rights and Obligations
under the 380 Grant pursuant to the terms of Section 17 of the 380 Grant. Assignor and Assignee will
each use their commercially reasonable efforts to have the City execute the Amendment as soon as
reasonably practicable after the date of this Assignment.
8. This Assignment may be executed in one or more counterparts, each of which will be
deemed to be an original, but all of which together shall constitute one and the same instrument.
9. A signature to this Assignment delivered by telecopy or other electronic means will be
deemed valid and as effective as delivery in person.
10. This Assignment shall be governed by and construed in accordance with the laws of the
State of Texas.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURES APPEAR ON NEXT PAGE.]
OAKLAND. ] 868952.7 2
EXHIBIT 2
Each of the Parties has caused this Assignment and Assumption Agreement to be duly
executed and delivered by its duly authorized representative as of the date first written above.
ASSIGNOR:
ALLEGIANCE HILLVIEW, L.P.,
a New York limited partnership
By: TH GP LLC (d/b/a TH Denton GP LLC,
in the State ofTexas), a Delaware limited
liability company
Its: General Partner
By: _
Name:
Its:
OAKLAND.1868952.7
OFERATING OFEICER
{W0199362.DOC;}
OAKLAND.1868952.7
EXHIBIT 2
[SIGNATURE PAGE TO ASSIGNMENT
AND ASSUMPTION AGREEMENT BY AND BETWEEN
ALLEGIANCE HILLVIEW, L.P. AND
DB DENTON II LLC]
ASSIGNEE:
DB DENTON II LLC,
a Delaware limited liability company
By: DB Denton Holdings LLC,
a Delaware limited liability company
Its: Sole Member
By: RED Rayzor Ranch, LLC,
a Delaware limited liability company
-2-
Its: Managing Member
� ��
By:
Michael Ebert
Its: Manager
EXHIBIT 3
ORDINANCE NO.
AN ORDIlVANCE OF THE CITY OF DENTON, TEXAS APPROVING A SECOND
AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT
DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE
HILLVIEW; AND PROVIDiNG AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY QRDAINS:
SECTI4N 1. The Ciry Manager, or his designee, is hereby authorized to execute a
Second Amendrnen� to Economic Develop�nent Program Grant Agreement (the "Second
Amendment"}, in s�bstantially the form of the Second Amendment which is attached hereto and
made a part of this ordinance for ail purposes.
SECTION 2. The City Manager, or his designee, is autharized to exercise the City of
Denton's rights and duties as set forth in �he Amendmeni.
SECTION 3. This ordinaxzce shall become effective immediately upon xts passage and
approval.
PASSED AND APPROVED this the day of , 2414.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM
ANITA B�RGESS, CITY ATTORNEY
�
BY: ��`'�-
EXHIBIT 3
STATE OF TEXAS )
)
COUNTY OF DENTON )
SECOND AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.
This Second Amendment to Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. (this "Second Amendment") is made and entered into as of the _ day
of , 2014, by Allegiance Hillview, L.P., a New York limited partnership
("Grantee"), DB Denton II LLC, a Delaware limited liability company ("Assignee"), and the City
of Denton, Texas, a Texas municipal corporation (the "Citv"), Grantee, Assignee, and the City
are individually referred to as a"Partv" and collectively as the "Parties."
WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic
Development Program Grant Agreement with Allegiance Hillview, L.P. (the "A�reement");
WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that
certain First Amendment to Economic Development Program Grant Agreement with Allegiance
Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of
certain right, title, and interest of Grantee in and to the Agreement to Assignee;
WHEREAS, capitalized terms used but not defined in this Second Amendment shall have
the meanings given to them in the Agreement and the First Amendment; and
WHEREAS, the Parties desire to further amend the Agreement and the First Amendment
to expand the categories of Eligible Improvements, to increase the total cost of the Eligible
Improvements, to approve Eligible Phase I Costs and Eligible Phase II Costs, to expand the
definition of Total Taxable Sales, to define Retail Improvements in Phase II to include "Initial"
and "Additional" improvements, and to extend the Program Grant for Phase II.
NOW THEREFORE, for good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties agree to amend the Agreement and First
Amendment as follows:
l. Revised Definitions
a. Eli�ible Im�rovements and Eli�ible Costs. The term "Eligible Improvements" is revised to
mean any improvements included within the Categories of Eligible Improvements identified on
Exhibit A to this Second Amendment. The maximum Estimated Cost for the Eligible
Improvements shown on said Exhibit A is increased to $68,000,000. Payments of the Program
Grant for Phase I monthly installment payments shall be used FIIZST to repay Grantee for
Eligible Phase I Costs up to a maximum of $20,000,000 and THEN, if Program Grants for Phase
EXHIBIT 3
II have been initiated by the Assignee, to repay Assignee for Eligible Phase II Costs up to a
maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in
Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional
Retail Improvements in Phase II.
b. Rec�uired Infrastructure for Phase II. The term "Required Infrastructure for Phase II" is
revised in its entirety as follows: "Required Infrastructure for Phase IP' means the road and
public utility infrastructure required to obtain final certificates of occupancy for the Initial Retail
Improvements in Phase II or the Additional Retail Improvements in Phase II, as applicable [
including but not limited to the portion of Heritage Trail located within Phase II).
c. Substantial Completion. The term "Substantial Completion" is revised in its entirety as
follows: "Substantial Com�letion" means: (i) with respect to the Retail Improvements in Phase
I, when final certificates of occupancy have been issued for the Retail Improvements in Phase I;
(ii) with respect to the Required Infrastructure for Phase I, when the Required Infrastructure for
Phase I has been constructed and inspected in accordance with City and TxDot standards, as
applicable, and as required to obtain final certificates of occupancy for the Retail Improvements
or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Initial Retail
Improvements in Phase II, when final certificates of occupancy have been issued for the Initial
Retail Improvements in Phase II; (iv) with respect to the Required Infrastructure for Phase II for
the Initial Retail Improvements in Phase II, when such Required Infrastructure for Phase II has
been constructed and inspected in accordance with City and TxDot standards, as applicable, and
as required to obtain final certificates of occupancy for the Initial Retail Improvements in Phase
II; (v) with respect to the Additional Retail Improvements in Phase II, when final certificates of
occupancy have been issued for the Additional Retail Improvements in Phase II; (vi) with respect
to the Required Infrastructure for Phase II for the Additional Retail Improvements in Phase II,
when such Required Infrastructure for Phase II has been constructed and inspected in accordance
with City and TxDot standards, as applicable, and as required to obtain final certificates of
occupancy for the Additional Retail Improvements in Phase II.
d. Pro�ram Grant for Phase II. The reference to "240 consecutive monthly payments" in the
definition of "Program Grant for Phase IP' is amended to be "300 consecutive monthly
payments".
2. Approved Eli�ible Costs. The categories and costs for Eligible Improvements
will be reviewed by the City's Engineering, Real Estate, and Economic Development staff based
on information provided by Grantee. The Eligible Costs acknowledged by this Second
Amendment include, but are not limited to, Eligible Costs in the amount of $24,146,498 for
Phase I(north of Highway 380) and $15,930,322 for Phase II (south of Highway 380) for a total
of $40,076,820 as approved July 12, 2010, by letter from Linda Ratliff, Director Economic
Development, to Allegiance Hillview, L.P., regarding "Rayzor Ranch Chapter 380 Agreement —
Eligible Costs Approval," including Attachment "Request #1 Rayzor Ranch Eligible Costs" ,
attached hereto as Exhibit B.
3. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to
read as follows: "Total Taxable Sales means the total amount of all sales (including mixed
beverage sales covered by HB 3572 effective January l, 2014) from which the City receives
sales tax with a point of sale in Phase I or Phase II, regardless of whether such sales are retail
sales and use occurring at a business located in Phase I or Phase II (excluding sales occurring at
EXHIBIT 3
any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW
(Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes
any store located within the retail shopping area commonly known as the 'Golden Triangle
Mall'). This exclusion related to Golden Triangle Mall tenants will end on May 13, 2019. All
references in the Agreement that indicate that the Total Taxable Sales and the information shown
on the Monthly Sales Tax Report are limited to sales from businesses located within Phase I or
Phase II shall be expanded to include mixed beverage sales and all sales with a point of sale in
Phase I or Phase II, regardless of whether such sales are retail sales occurring at a business
located in Phase I or Phase II.
4. Retail Improvements in Phase IL The term "Retail Improvements in Phase II" is
defined to include the following "Initial" and "Additional" improvements:
a. "Initial Retail Improvements in Phase II" means a minimum of 300,000 gross
square feet (as measured to the exterior building wall) of retail or commercial shopping center
buildings located in Phase II, comprised of the Town Center (as described by the zoning
applicable to the Property), and other retail development in Phase II.
b. "Additional Retail Improvements in Phase II" means a minimum of 300,000
additional gross square feet (as measured to the exterior building wall) of retail or commercial
shopping center buildings located in Phase II, comprised of the Town Center (as described by the
zoning applicable to the Property), and other retail development in Phase II, and which, in any
case, are not included in the Initial Improvements in Phase II.
Pro�ram Grant for Phase II.
a. Section 3.2 of the Agreement is revised in its entirety to read as follows:
"Pro�ram Grant for Phase IL This Agreement shall be effective as of the date executed by the
City and Grantee. At any time following execution of this Agreement and following Substantial
Completion of the Required Infrastructure for Initial Retail Improvements in Phase II(but not
later than January l, 2018), Assignee may designate the first day of any month to be the Program
Effective Date for Phase II by providing written notice to the City at least 60 days prior to the
designated Program Effective Date for Phase IL The City will begin making Program Grant for
Phase II monthly installment payments on the designated Program Effective Date for Phase II
and shall continue to make such monthly installment payments for 300 consecutive months as
provided by this Agreement. This Agreement will terminate with respect to the Program Grant
for Phase II upon the earlier to occur of (i) the date Assignee has been paid for the full amount of
the Eligible Phase II Costs, or (ii) 300 months after the Program Effective Date for Phase II
regardless of whether Assignee has been paid the full amount of the Eligible Phase II Costs."
b. Section 4.2 of the Agreement is revised in its entirety to read as follows:
"Pro�ram Grant for Phase IL For each month during the term of the Program Grant for Phase II,
the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant
for Phase II installment payment to Assignee on or before thirty days following the City's receipt
from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from
the preceding month that are allocable to Phase II. The Program Grant for Phase II installment
payments shall be calculated as provided in Section 52 of this Agreement. Issuance of the first
EXHIBIT 3
certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent
to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II
installment payments may be temporarily withheld at any time if there are delinquent property
taxes or assessments on any property owned by Assignee and located in the City, and such
installment payments will not be resumed until such delinquency is cured, at which time
withheld payments shall be paid to Assignee. The 300 month term for payment of Program
Grant for Phase II shall not be suspended or extended if installment payments are withheld
pursuant to prior sentence. Notwithstanding anything contained herein to the contrary, the
Program Grant for Phase II installment payments will cease, this Agreement will automatically
terminate as to the Program Grant for Phase II, and Assignee will refund to the City all Program
Grant for Phase II installment payments previously made if Substantial Completion of the Initial
Retail Improvements in Phase II has not occurred on or before January l, 2018. In addition, the
City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if
Substantial Completion of the Required Infrastructure for Phase II for the Initial Retail
Improvements in Phase II has not occurred on or before January l, 2018."
c. The first paragraph of Section 52 of the Agreement is revised in its entirety to
read as follows: "Pro�ram Grant for Phase II. Program Grant for Phase II monthly installment
payments during the term of the Program Grant for Phase II shall be calculated as 50% of the
1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II
during the preceding month as established by the most recent State Comptroller's Monthly Sales
Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of
the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided,
however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall
cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of
computing the Program Grant for Phase II monthly installment payments. Payments of the
Program Grant for Phase II monthly installment payments will be used to repay Assignee for
Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments (up to a
maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in
Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional
Retail Improvements in Phase II)."
6. Default. Section 8 of the Agreement is revised in its entirety to read as follows:
"Default. If a party fails to perform any of its obligations under this Agreement and such failure
is not cured within 30 days after written notice, the failure of the non-performing party to cure
within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably
be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non-
defaulting party to all remedies available at law or in equity (including injunctive relief, specific
performance, and suspending or withholding Program Grant for Phase I or Program Grant for
PhaSe II paymentS�; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (1� MONETARY
DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC
PERFORMANCE OF THE FAILED OBLIGATION; �11� THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE I UNLESS �1� SUBSTANTIAL COMPLETION OF THE RETAIL
IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE .TANUARY 1, 2013, AS PROVIDED
BY SECTION 4 HEREOF, �2� SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE
FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4
EXHIBIT 3
HEREOF, OR �3� GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF
CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; �111� THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE II UNLESS �1� SUBSTANTIAL COMPLETION OF THE INITIAL RETAIL
IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE .TANUARY 1, 2018, AS PROVIDED
IN SECTION 4 HEREOF, �2� SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE
FOR THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE
JANUARY 1, 2018, AS PROVIDED BY SECTION 4 HEREOF, OR �3� GRANTEE IS IN DEFAULT OF ITS
OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND
�lV� THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER
REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE
RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT
TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT
TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT
FOR DEFAULTS RELATED TO PHASE IL"
7. Offer to Sell. Section 6.6 is revised in its entirety to read as follows: "In the
event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area
commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to
sell such buildings to FMP Denton, LLC (or to the then-current owner of the Golden Triangle
Mall) for: (i) the then fair market value of such buildings as established by a qualified,
independent MAI appraiser, or (ii) the amount of any arms-length offer to purchase such
buildings received by Grantee or its affiliate from any third-party retail user unrelated to Grantee
or any of its affiliates, whichever is greater." This offer to sell is no longer effective after May
13, 2019.
8. Auditin�. The City's right to conduct audits of the sales and use tax records of
businesses located within the Property, and Grantee's and Assignee's obligation to use reasonable
efforts to assist the City in obtaining such records from tenant taxpayers, shall apply only to the
extent the City is unable to obtain from the Texas State Comptroller the "Monthly Sales Tax
Reports" showing the amount of Total Taxable Sales for a month period pursuant to Section
321.3022 of the Texas Tax Code.
9. Public Improvement District Financin� of Eli�ible Improvements. If the City
levies public improvement district assessments to pay any portion of the Assignee's costs of the
Eligible Improvements shown on Exhibit A, the amount levied and collected from the Assignee
shall be reimbursable costs under this Second Amendment so long as the TOTAL of such
assessments and other Eligible Phase II Costs does not exceed the Exhibit A maximum amount
of $68,000,000.
10. Conflicts; Effect of Second Amendment. To the extent of any inconsistency
between the terms and provisions of this Second Amendment and the Agreement and the First
Amendment, the terms and provisions of this Second Amendment will control. Except as
amended by this Second Amendment, all of the terms, covenants and conditions of the
Agreement and the First Amendment are in full force and effect and the Agreement and First
Amendment are hereby ratified and confirmed. All references in the Agreement to January l,
2015, are hereby amended to read January l, 2018.
EXHIBIT 3
1l. Binding Effect. This Second Amendment will be binding upon and will inure to
the benefit of the Parties and their respective successors and permitted assigns.
12. Counter�arts. This Second Amendment may be executed in one or more
counterpart copies, all of which will constitute and be deemed an original, but all of which
together will constitute one and the same instrument binding on the Parties. Delivery by
facsimile or electronic mail of this Second Amendment or an executed counterpart hereof will be
deemed a good and valid execution and delivery hereof.
EXHIBIT 3
ALLEGIANCE HILLVIEW, L.P.,
a New York limited partnership
By: TH GP LLC (d/b/a TH Denton GP LLC,
in the State of Texas), a Delaware limited
liability company
Its: General Partner
By: _
Name:
Its:
ACKNOWLEDGMENT
STATE OF )
)§
COUNTY OF )
This instrument was ACKNOWLEDGED before me on , , by
, the of TH GP LLC (d/b/a TH Denton GP LLC, in the State
of Texas), a Delaware limited liability company, the general partner of Allegiance Hillview, L.P.,
a New York limited partnership, on behalf of such limited partnership.
Notary Public
Printed Name of Notary Public
[SEAL]
My Commission Expires:
EXHIBIT 3
DB DENTON II LLC,
a Delaware limited liability company
By: DB Denton Holdings LLC,
a Delaware limited liability company
Its: Sole Member
By: RED Rayzor Ranch, LLC,
a Delaware limited liability company
Its: Managing Member
By:
Michael Ebert
Its: Manager
ACKNOWLEDGMENT
STATE OF )
)§
COUNTY OF )
This instrument was ACKNOWLEDGED before me on , , by
Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company,
the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the
sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such
limited liability company.
Notary Public
Printed Name of Notary Public
[SEAL]
My Commission Expires:
EXHIBIT 3
CITY 4F DENTON, TEXAS
George C. Campbell, City Manager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
C: [� - ► i ► Cf ]�. �I � �IZl� �! -� � y
STATE OF TEXAS )
)§
COUNTY OF DENTON )
Apri124, 2b14
This instrument was ACKNOWLEDGED before me on , , by
George C. Campbell, tl�e City Manager of the City of Denton, Texas, on hehalf of the City af
Denton, Texas.
[SEAL]
My Cornmission Expires:
Notaary Public
Printed Name of Notary Public
�age 8 .
1415.010137345.9
EXHIBIT 3
1�7i11:7[��1
Table A-1
Categories of Eligible Improvements Estimated Costs
Hwy 380 Improvements $8,133,150
Site drainage $4,720,750
Regional drainage improvements $2,696,750
Internal commercial roads, including water, sewer, streetscapes, plazas, and amenities $20,004,064
Scripture Road improvements $675,050
Bonnie Brae improvements $1,271,900
Public Parking garage $6,730,375
Major public infrastructure relocation $2,013,650
Miscellaneous fees/services $5,754,311
Interest during construction on non-residential development $10,000,000
SUBTOTAL Table A-1 $62,000,000
The actual cost of any individual category of Eligible Improvements may vary from the
Estimated Costs shown on this Table A-1. Grantee and Assignee have the right to adjust
individual line items of the Estimated Costs of the individual Categories of Eligible
Improvements so long as the SUBTOTAL of $62,000,000 is not exceeded.
The amounts levied and collected through PID Assessments by the City for Eligible
Improvements defined in Table A-1 shall be considered reimbursable costs so long as
the amounts levied and collected through PID Assessments are deducted from the
Category(ies) in Table A-1 above and so long as the SUBTOTAL of $62,000,000 is not
exceeded.
Table A-2
I-35 access roads and ramps $3,000,000
Additional Interest during construction on non-residential development after 1/1/15 $3,000,000
SUBTOTAL Table A-2 $6,000,000
The actual cost of Table A-2 individual category of Eligible Improvements may NOT
exceed the Estimated Costs shown on this Table A-2. Actual costs up to but NOT
exceeding the amounts in Table A-2 are considered Estimated Costs of Eligible Costs.
TOTAL Table A-1 and Table A-2 $68,000,000
�
� !
EXHIBIT 3
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EXHIBIT 4
ORDINANCE NO.
AN ORDIlVANCE OF THE CITY OF DENTON, TEXAS APPROVING A SECOND
AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT
DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE
HILLVIEW; AND PROVIDiNG AN EFFECTIVE DATE.
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY QRDAINS:
SECTI4N 1. The Ciry Manager, or his designee, is hereby authorized to execute a
Second Amendrnen� to Economic Develop�nent Program Grant Agreement (the "Second
Amendment"}, in s�bstantially the form of the Second Amendment which is attached hereto and
made a part of this ordinance for ail purposes.
SECTION 2. The City Manager, or his designee, is autharized to exercise the City of
Denton's rights and duties as set forth in �he Amendmeni.
SECTION 3. This ordinaxzce shall become effective immediately upon xts passage and
approval.
PASSED AND APPROVED this the day of , 2414.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM
ANITA B�RGESS, CITY ATTORNEY
�
BY: ��`'�-
EXHIBIT 4
STATE OF TEXAS )
)
COUNTY OF DENTON )
SECOND AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT
AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.
This Second Amendment to Economic Development Program Grant Agreement with
Allegiance Hillview, L.P. (this "Second Amendment") is made and entered into as of the _ day
of , 2014, by Allegiance Hillview, L.P., a New York limited partnership
("Grantee"), DB Denton II LLC, a Delaware limited liability company ("Assignee"), and the City
of Denton, Texas, a Texas municipal corporation (the "Citv"), Grantee, Assignee, and the City
are individually referred to as a"Partv" and collectively as the "Parties."
WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic
Development Program Grant Agreement with Allegiance Hillview, L.P. (the "A�reement");
WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that
certain First Amendment to Economic Development Program Grant Agreement with Allegiance
Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of
certain right, title, and interest of Grantee in and to the Agreement to Assignee;
WHEREAS, capitalized terms used but not defined in this Second Amendment shall have
the meanings given to them in the Agreement and the First Amendment; and
WHEREAS, the Parties desire to further amend the Agreement and the First Amendment
to expand the categories of Eligible Improvements, to increase the total cost of the Eligible
Improvements, to approve Eligible Phase I Costs and Eligible Phase II Costs, to expand the
definition of Total Taxable Sales, to define Retail Improvements in Phase II to include "Initial"
and "Additional" improvements, and to extend the Program Grant for Phase II.
NOW THEREFORE, for good and valuable consideration the receipt and adequacy of
which are hereby acknowledged, the Parties agree to amend the Agreement and First
Amendment as follows:
l. Revised Definitions
a. Eli�ible Im�rovements and Eli�ible Costs. The term "Eligible Improvements" is revised to
mean any improvements included within the Categories of Eligible Improvements identified on
Exhibit A to this Second Amendment. The maximum Estimated Cost for the Eligible
Improvements shown on said Exhibit A is increased to $68,000,000. Payments of the Program
Grant for Phase I monthly installment payments shall be used FIIZST to repay Grantee for
Eligible Phase I Costs up to a maximum of $20,000,000 and THEN, if Program Grants for Phase
EXHIBIT 4
II have been initiated by the Assignee, to repay Assignee for Eligible Phase II Costs up to a
maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in
Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional
Retail Improvements in Phase II.
b. Rec�uired Infrastructure for Phase II. The term "Required Infrastructure for Phase II" is
revised in its entirety as follows: "Required Infrastructure for Phase IP' means the road and
public utility infrastructure required to obtain final certificates of occupancy for the Initial Retail
Improvements in Phase II or the Additional Retail Improvements in Phase II, as applicable [
including but not limited to the portion of Heritage Trail located within Phase II).
c. Substantial Completion. The term "Substantial Completion" is revised in its entirety as
follows: "Substantial Com�letion" means: (i) with respect to the Retail Improvements in Phase
I, when final certificates of occupancy have been issued for the Retail Improvements in Phase I;
(ii) with respect to the Required Infrastructure for Phase I, when the Required Infrastructure for
Phase I has been constructed and inspected in accordance with City and TxDot standards, as
applicable, and as required to obtain final certificates of occupancy for the Retail Improvements
or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Initial Retail
Improvements in Phase II, when final certificates of occupancy have been issued for the Initial
Retail Improvements in Phase II; (iv) with respect to the Required Infrastructure for Phase II for
the Initial Retail Improvements in Phase II, when such Required Infrastructure for Phase II has
been constructed and inspected in accordance with City and TxDot standards, as applicable, and
as required to obtain final certificates of occupancy for the Initial Retail Improvements in Phase
II; (v) with respect to the Additional Retail Improvements in Phase II, when final certificates of
occupancy have been issued for the Additional Retail Improvements in Phase II; (vi) with respect
to the Required Infrastructure for Phase II for the Additional Retail Improvements in Phase II,
when such Required Infrastructure for Phase II has been constructed and inspected in accordance
with City and TxDot standards, as applicable, and as required to obtain final certificates of
occupancy for the Additional Retail Improvements in Phase II.
d. Pro�ram Grant for Phase II. The reference to "240 consecutive monthly payments" in the
definition of "Program Grant for Phase IP' is amended to be "300 consecutive monthly
payments".
2. Approved Eli�ible Costs. The categories and costs for Eligible Improvements
will be reviewed by the City's Engineering, Real Estate, and Economic Development staff based
on information provided by Grantee. The Eligible Costs acknowledged by this Second
Amendment include, but are not limited to, Eligible Costs in the amount of $24,146,498 for
Phase I(north of Highway 380) and $15,930,322 for Phase II (south of Highway 380) for a total
of $40,076,820 as approved July 12, 2010, by letter from Linda Ratliff, Director Economic
Development, to Allegiance Hillview, L.P., regarding "Rayzor Ranch Chapter 380 Agreement —
Eligible Costs Approval," including Attachment "Request #1 Rayzor Ranch Eligible Costs" ,
attached hereto as Exhibit B.
3. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to
read as follows: "Total Taxable Sales means the total amount of all sales (including mixed
beverage sales covered by HB 3572 effective January l, 2014) from which the City receives
sales tax with a point of sale in Phase I or Phase II, regardless of whether such sales are retail
sales and use occurring at a business located in Phase I or Phase II (excluding sales occurring at
EXHIBIT 4
any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW
(Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes
any store located within the retail shopping area commonly known as the 'Golden Triangle
Mall'). All references in the Agreement that indicate that the Total Taxable Sales and the
information shown on the Monthly Sales Tax Report are limited to sales from businesses located
within Phase I or Phase II shall be expanded to include mixed beverage sales and all sales with a
point of sale in Phase I or Phase II, regardless of whether such sales are retail sales occurring at a
business located in Phase I or Phase II.
4. Retail Im�rovements in Phase IL The term "Retail Improvements in Phase II" is
defined to include the following "Initial" and "Additional" improvements:
a. "Initial Retail Im�rovements in Phase II" means a minimum of 300,000 gross
square feet (as measured to the exterior building wall) of retail or commercial shopping center
buildings located in Phase II, comprised of the Town Center (as described by the zoning
applicable to the Property), and other retail development in Phase II.
b. "Additional Retail Im�rovements in Phase II" means a minimum of 300,000
additional gross square feet (as measured to the exterior building wall) of retail or commercial
shopping center buildings located in Phase II, comprised of the Town Center (as described by the
zoning applicable to the Property), and other retail development in Phase II, and which, in any
case, are not included in the Initial Improvements in Phase II.
5. Pro�ram Grant for Phase II.
a. Section 3.2 of the Agreement is revised in its entirety to read as follows:
"Pro�ram Grant for Phase IL This Agreement shall be effective as of the date executed by the
City and Grantee. At any time following execution of this Agreement and following Substantial
Completion of the Required Infrastructure for Initial Retail Improvements in Phase II (but not
later than January l, 2018), Assignee may designate the first day of any month to be the Program
Effective Date for Phase II by providing written notice to the City at least 60 days prior to the
designated Program Effective Date for Phase IL The City will begin making Program Grant for
Phase II monthly installment payments on the designated Program Effective Date for Phase II
and shall continue to make such monthly installment payments for 300 consecutive months as
provided by this Agreement. This Agreement will terminate with respect to the Program Grant
for Phase II upon the earlier to occur of (i) the date Assignee has been paid for the full amount of
the Eligible Phase II Costs, or (ii) 300 months after the Program Effective Date for Phase II
regardless of whether Assignee has been paid the full amount of the Eligible Phase II Costs."
b. Section 4.2 of the Agreement is revised in its entirety to read as follows:
"Pro�ram Grant for Phase IL For each month during the term of the Program Grant for Phase II,
the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant
for Phase II installment payment to Assignee on or before thirty days following the City's receipt
from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from
the preceding month that are allocable to Phase IL The Program Grant for Phase II installment
payments shall be calculated as provided in Section 52 of this Agreement. Issuance of the first
certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent
EXHIBIT 4
to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II
installment payments may be temporarily withheld at any time if there are delinquent property
taxes or assessments on any property owned by Assignee and located in the City, and such
installment payments will not be resumed until such delinquency is cured, at which time
withheld payments shall be paid to Assignee. The 300 month term for payment of Program
Grant for Phase II shall not be suspended or extended if installment payments are withheld
pursuant to prior sentence. Notwithstanding anything contained herein to the contrary, the
Program Grant for Phase II installment payments will cease, this Agreement will automatically
terminate as to the Program Grant for Phase II, and Assignee will refund to the City all Program
Grant for Phase II installment payments previously made if Substantial Completion of the Initial
Retail Improvements in Phase II has not occurred on or before January l, 2018. In addition, the
City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if
Substantial Completion of the Required Infrastructure for Phase II for the Initial Retail
Improvements in Phase II has not occurred on or before January l, 2018."
c. The first paragraph of Section 5.2 of the Agreement is revised in its entirety to
read as follows: "Program Grant for Phase II. Program Grant for Phase II monthly installment
payments during the term of the Program Grant for Phase II shall be calculated as 50% of the
1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II
during the preceding month as established by the most recent State Comptroller's Monthly Sales
Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of
the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided,
however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall
cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of
computing the Program Grant for Phase II monthly installment payments. Payments of the
Program Grant for Phase II monthly installment payments will be used to repay Assignee for
Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments (up to a
maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in
Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional
Retail Improvements in Phase II)."
6. Default. Section 8 of the Agreement is revised in its entirety to read as follows:
"Default. If a party fails to perform any of its obligations under this Agreement and such failure
is not cured within 30 days after written notice, the failure of the non-performing party to cure
within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably
be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non-
defaulting party to all remedies available at law or in equity (including injunctive relief, specific
performance, and suspending or withholding Program Grant for Phase I or Program Grant for
PhaSe II paymentS�; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (1� MONETARY
DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC
PERFORMANCE OF THE FAILED OBLIGATION; �11� THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE I UNLESS �1� SUBSTANTIAL COMPLETION OF THE RETAIL
IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE .TANUARY 1, 2013, AS PROVIDED
BY SECTION 4 HEREOF, �2� SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE
FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4
HEREOF, OR �3� GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF
EXHIBIT 4
CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; �111� THE CITY CANNOT TERMINATE THIS
AGREEMENT AS TO PHASE II UNLESS �1� SUBSTANTIAL COMPLETION OF THE INITIAL RETAIL
IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE .TANUARY 1, 2018, AS PROVIDED
IN SECTION 4 HEREOF, �2� SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE
FOR THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE
JANUARY 1, 2018, AS PROVIDED BY SECTION 4 HEREOF, OR �3� GRANTEE IS IN DEFAULT OF ITS
OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND
�lV� THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER
REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE
RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT
TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT
TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT
FOR DEFAULTS RELATED TO PHASE IL"
7. Offer to Sell. Section 6.6 is revised in its entirety to read as follows: "In the
event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area
commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to
sell such buildings to FMP Denton, LLC (or to the then-current owner of the Golden Triangle
Mall) for: (i) the then fair market value of such buildings as established by a qualified,
independent MAI appraiser, or (ii) the amount of any arms-length offer to purchase such
buildings received by Grantee or its affiliate from any third-party retail user unrelated to Grantee
or any of its affiliates, whichever is greater."
8. Auditin�. The City's right to conduct audits of the sales and use tax records of
businesses located within the Property, and Grantee's and Assignee's obligation to use reasonable
efforts to assist the City in obtaining such records from tenant taxpayers, shall apply only to the
extent the City is unable to obtain from the Texas State Comptroller the "Monthly Sales Tax
Reports" showing the amount of Total Taxable Sales for a month period pursuant to Section
321.3022 of the Texas Tax Code.
9. Public Improvement District Financin� of Eli�ible Improvements. If the City
levies public improvement district assessments to pay any portion of the Assignee's costs of the
Eligible Improvements shown on Exhibit A, the amount levied and collected from the Assignee
shall be reimbursable costs under this Second Amendment so long as the TOTAL of such
assessments and other Eligible Phase II Costs does not exceed the Exhibit A maximum amount
of $68,000,000.
10. Conflicts; Effect of Second Amendment. To the extent of any inconsistency
between the terms and provisions of this Second Amendment and the Agreement and the First
Amendment, the terms and provisions of this Second Amendment will control. Except as
amended by this Second Amendment, all of the terms, covenants and conditions of the
Agreement and the First Amendment are in full force and effect and the Agreement and First
Amendment are hereby ratified and confirmed. All references in the Agreement to January l,
2015, are hereby amended to read January l, 2018.
EXHIBIT 4
1l. Bindin� Effect. This Second Amendment will be binding upon and will inure to
the benefit of the Parties and their respective successors and permitted assigns.
12. Counterparts. This Second Amendment may be executed in one or more
counterpart copies, all of which will constitute and be deemed an original, but all of which
together will constitute one and the same instrument binding on the Parties. Delivery by
facsimile or electronic mail of this Second Amendment or an executed counterpart hereof will be
deemed a good and valid execution and delivery hereof.
EXHIBIT 4
ALLEGIANCE HILLVIEW, L.P.,
a New York limited partnership
By: TH GP LLC (d/b/a TH Denton GP LLC,
in the State of Texas), a Delaware limited
liability company
Its: General Partner
By: _
Name:
Its:
ACKNOWLEDGMENT
STATE OF )
)§
COUNTY OF )
This instrument was ACKNOWLEDGED before me on , , by
, the of TH GP LLC (d/b/a TH Denton GP LLC, in the State
of Texas), a Delaware limited liability company, the general partner of Allegiance Hillview, L.P.,
a New York limited partnership, on behalf of such limited partnership.
Notary Public
Printed Name of Notary Public
[SEAL]
My Commission Expires:
EXHIBIT 4
DB DENTON II LLC,
a Delaware limited liability company
By: DB Denton Holdings LLC,
a Delaware limited liability company
Its: Sole Member
By: RED Rayzor Ranch, LLC,
a Delaware limited liability company
Its: Managing Member
By:
Michael Ebert
Its: Manager
ACKNOWLEDGMENT
STATE OF )
)§
COUNTY OF )
This instrument was ACKNOWLEDGED before me on , , by
Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company,
the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the
sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such
limited liability company.
Notary Public
Printed Name of Notary Public
[SEAL]
My Commission Expires:
EXHIBIT 4
CITY 4F DENTON, TEXAS
George C. Campbell, City Manager
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
C: [� - ► i ► Cf ]�. �I � �IZl� �! -� � y
STATE OF TEXAS )
)§
COUNTY OF DENTON )
Apri124, 2b14
This instrument was ACKNOWLEDGED before me on , , by
George C. Campbell, tl�e City Manager of the City of Denton, Texas, on hehalf of the City af
Denton, Texas.
[SEAL]
My Cornmission Expires:
Notaary Public
Printed Name of Notary Public
�age 8 .
1415.010137345.9
EXHIBIT 4
1�7i11:7[��1
Table A-1
Categories of Eligible Improvements Estimated Costs
Hwy 380 Improvements $8,133,150
Site drainage $4,720,750
Regional drainage improvements $2,696,750
Internal commercial roads, including water, sewer, streetscapes, plazas, and amenities $20,004,064
Scripture Road improvements $675,050
Bonnie Brae improvements $1,271,900
Public Parking garage $6,730,375
Major public infrastructure relocation $2,013,650
Miscellaneous fees/services $5,754,311
Interest during construction on non-residential development $10,000,000
SUBTOTAL Table A-1 $62,000,000
The actual cost of any individual category of Eligible Improvements may vary from the
Estimated Costs shown on this Table A-1. Grantee and Assignee have the right to adjust
individual line items of the Estimated Costs of the individual Categories of Eligible
Improvements so long as the SUBTOTAL of $62,000,000 is not exceeded.
The amounts levied and collected through PID Assessments by the City for Eligible
Improvements defined in Table A-1 shall be considered reimbursable costs so long as
the amounts levied and collected through PID Assessments are deducted from the
Category(ies) in Table A-1 above and so long as the SUBTOTAL of $62,000,000 is not
exceeded.
Table A-2
I-35 access roads and ramps $3,000,000
Additional Interest during construction on non-residential development after 1/1/15 $3,000,000
SUBTOTAL Table A-2 $6,000,000
The actual cost of Table A-2 individual category of Eligible Improvements may NOT
exceed the Estimated Costs shown on this Table A-2. Actual costs up to but NOT
exceeding the amounts in Table A-2 are considered Estimated Costs of Eligible Costs.
TOTAL Table A-1 and Table A-2 $68,000,000
�
� !
EXHIBIT 4
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AGENDA DATE:
DEPARTMENT:
ACM:
SUBJECT
AGENDA INFORMATION SHEET
May 13, 2014
Economic Development
John Cabrales, Jr.
�,
�
Consider adoption of an ordinance of the City of Denton, Texas approving a
Memorandum of Understanding regarding terms and conditions for the Rayzor Ranch
Public Improvement District No. l, and providing an effective date.
BACKGROUND
In consideration of creating a Public Improvement District for Rayzor Ranch, a Term
Sheet was created outlining all the terms under which the PID would be created and
under which the City Council would consider issuing bonds. In addition to the resolution
creating the PID, this ordinance formalizes the Term Sheet as a Memorandum of
Understanding between the City of Denton and the developers.
ESTIMATED SCHEDULE OF PROJECT
If the PID is approved by Council, construction of the improvements may start twenty
days following the creation of the PID.
PRIOR ACTION/REVIEW
On May 6, 2014, a Public Hearing was held to consider creation of the PID. The
ordinance to create the PID was tabled until May 13, 2014.
On April l, 2014 Council approved a Resolution 2014-012 accepting for filing a petition
for the creation of Rayzor Ranch Public Improvement District No. l; ordering a public
hearing to consider the creation of the District; authorizing and directing the publication
and mailing of notices of the public hearing as required by law.
On March 25, 2014, representatives of RED Development filed a petition requesting the
City Council consider the creation of a Public Improvement District (PID) to provide for
funding for infrastructure improvements for Phase II of the Rayzor Ranch development —
Rayzor Ranch Town Center.
The Economic Development Partnership Board discussed the proposed PID at their April
l, 2014 and March 18, 2014, meetings and gave staff direction to continue to pursue the
creation of the PID and the Term Sheet. The City Council discussed the PID request at
their March 4, 2014, meeting and directed staff to proceed with the creation of the PID.
Agenda Information Sheet
May 13, 2014
Page 2
FISCAL INFORMATION
The estimated total cost of the proposed public improvements is $40,000,000. Pursuant
to the Term Sheet, the maximum indebtedness for Assessment Area #1 will be
$12,000,000.
Costs incurred in the creation and administration of the PID will be paid through PID
funds.
The Term Sheet is provided as Exhibit 2, and includes the following key considerations
to protect the City's financial interests:
• The minimum assessed value to lien ratio at each bond issue is 3:1.
• Each bond issue will preclude the City from making debt service payments other
than from special assessment revenues.
• The PID will cover the City's administrative costs.
• The developer will be required to deposit into escrow cash or a Letter of Credit
(Financial Assurance) to cover any projected construction shortfalls.
• The developer will be required to petition the City to dissolve the PID if no bonds
are issued within five years from the date of formation of the PID.
EXHIBITS
Exhibit 1— Memorandum of Understanding
Exhibit 2 — Term Sheet
Exhibit 3— Ordinance Approving MOU and Term Sheet
Respectfully submitted:
�'� � � � � �� �
Aimee Bissett, Director
Economic Development Department
EXHIBIT 1
MEMORANDUM OF UNDERSTANDING
REGARDING TERMS AND CONDITIONS FOR THE
RAYZOR RANCH PUBLIC IMPROVEMENT DISTRICT NO. 1
THIS MEMORANDUM OF UNDERSTANDING REGARDING TERMS AND
CONDITIONS FOR THE RAYZOR RANCH PUBLIC IMPROVEMENT DISTRICT NO. 1,
dated as of May 1, 2014 (this "MOU"), is entered into by and between CITY OF DENTON, TEXAS,
a home rule municipality and a political subdivision of the State of Texas (the "City"), Allegiance
Hillview, L.P., a New Yark limited partnership ("Allegiance"), and DB Denton II, LLC, a Delaware
limited liability company ("DB Denton "). The City, Allegiance and DB Denton being sometimes
collectively referred to as the "Parties" or individually as a"Party."
WHEREAS, the public improvement district to be known as Rayzor Ranch Public
Improvement District No. 1(the "District") is to be located within the corporate limits of the City; and
WHEREAS, the City, Allegiance and DB Denton have agreed to the terms and conditions upon
which the City will create the District and public improvements within the District may be financed;
NOW, THEREFORE, for and in consideration of these premises, the City, Allegiance and DB
Denton agree to this MOU as follows:
1. PURPOSE
This MOU has been developed in order to memorialize the agreement between the City, Allegiance
and DB Denton on the terms and conditions for the creation of the District and for the financing of public
improvements within the District.
2. TERMS AND CONDITIONS
The District will be created and public improvements within the District may be financed in
accordance with the terms and conditions set forth in Attachment A to this MOU.
3. MISCELLANEOUS
(a) The Parties acknowledge and agree that this MOU is fully enforceable in accordance with its
terms. If any provision of this MOU shall be held or deemed to be or shall, in fact, be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions,
or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of
public policy, or any other reason, such circumstances shall not have the effect of rendering the
provision in question invalid, inoperative or unenforceable in any other case or circumstance, or
of rendering any other provision or provisions of this MOU invalid, inoperative or unenforceable
to any extent whatsoever, and this MOU shall be interpreted, to the greatest e�tent legally permissible,
to effect the original intent of the Parties.
(b) This MOU shall expire and be of no further force and effect upon the execution of a Financing
Agreement with respect to the District between the City, Allegiance and DB Denton.
(c) This MOU may be amended only by a written instrument duly executed by the Parties or their
respective successors or assigns.
(d) The captions of the sections of this MOU are for convenience only and shall not be deemed part
of this MOU or considered in construing this MOU.
4. ENTIRE AGREEMENT
This MOU, together with the attachments attached hereto, contain the entire understanding of the
Parties with respect to the subject matter hereof and supersede all other prior agreements, understandings,
statements, representations and negotiations between the Parties with respect to its subject matter. This
MOU is made solely for the benefit of the City, Allegiance and DB Denton, and their successors or assigns,
and no other person shall acquire or have any right hereunder or by virtue hereof; provided, however, that
successors and assigns of DB Denton and/or Allegiance, for purposes of this MOU, shall include only those
parties which ha�e demonstrated to the City's satisfaction that the parry has the financial, technical and
managerial capacity, experience and expertise to perform any obligations or duties assigned or necessary to
develop the public improvements in the District.
5. COUNTERPARTS
This MOU may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, the Parties have executed this MOU by their duly authorized representatives to
be effective as of date first set forthabove.
City of Denton, Texas
:
Name:
Title:
Allegiance Hillview, L.P., a New York limited partnership
By: TH GP LLC, a Delaware limited liability company,
its general partner
:
Name:
Title:
DB Denton II, LLC, a Delaware limited liability company
:
Name:
Title:
S-1
ATTACHMENT A
(Term Sheet)
EXHIBIT 2
TERM SHEET
RAYZOR RANCH PUBLIC IMPROVEMENT DISTRICT NO. 1
3/7/14
In order to form the Rayzor Ranch Public Improvement District No. 1("the PID"), the following
limitations and performance standards shall apply:
FINANCING CRITERIA
L Maximum Total Indebtedness — PID $ 40,000,000 subject to the limitation that the
estimated equivalent tax rate of the assessments upon
completion of the development does not exceed $0.50
per $100 of assessed value.
2. Estimated Total Qualified Development Costs $ 32,000,000
—PID
3. Maximum Total Indebtedness — Assessment $ 12,000,000
Area # 1
4. Maximum annual assessment rate as $0.50 per $100 of assessed value
equivalent tax rate upon completion of
development — Assessment Area #1
5. Maximum Construction Costs to be Funded —$ 8,100,000
Assessment Area #1
6. Minimum appraised value to lien ratio at date 3:1
of each bond issue
7. Maximum years of capitalized interest for each 2
bond issue
8. Maximum term of each bond issue (to extent 30 years
allowed by law)
The aggregate principal amount of bonds required to be issued shall not exceed an amount sufficient to
fund: (i) the actual costs of the qualified public improvements (ii) required reserves and capitalized
interest during the period of construction and not more than 12 months after the completion of
construction and in no event for a period greater than 2 years from the date of the initial delivery of the
bonds and (iii) any costs of issuance. Provided, however that to the extent the law(s) which limit the
period of capitalized interest to 12 months after completion of construction change, the foregoing
limitation may be adjusted to reflect the law(s) in effect at the time of future Bond issuances. Appraisals
shall be performed by an independent third party satisfactory to the City and shall assume development of
the property will only include completion of the Authorized Improvements financed with PID Bonds
and/or any other financial assurance as required according to the terms herein.
MISCELLANEOUS
l. The specific Financing Criteria above includes potential financing activity associated with those land
parcels within Rayzor Ranch Town Center and the approximately 100 acres currently owned by RED
Development, LLC or its affiliates and identified on Exhibit A as Assessment Area #l.
2. The land owned by Allegiance Hillview, or its affiliates, within the PID is not included in the above
stated Financing Criteria but Allegiance Hillview and/or its affiliates retain the right to submit
Financing Criteria similar to the above for Future Assessment Areas as shown on Exhibit A.
3. The proposed PID does not include land located north of University Avenue or any land intended for
development as detached single family residential.
4. The City of Denton (the "City") agrees that PID Bonds, subject to compliance with the standards set
forth herein, may be issued in advance of construction for the Authorized Improvements within
Assessment Area #l.
5. RED Development, or its assignees, may seek bond issues either in advance of construction of and/or
on a reimbursement basis for an individual Phase of the Project subject to compliance with these
standards. No PID bonds will be issued without the approval by the City of a Service and Assessment
Plan for the Specific Assessment Area within the District.
6. No General Obligation or Certificate of Obligation bonds will be utilized by the City to fund the PIDs.
7. RED Development, Allegiance Hillview, their assignees and the City agree that all PID bond issues, if
any, will be subject to approval by the City Council but that the terms outlined here will apply.
8. Special assessments on any given portion of the property may be adjusted in connection with
subsequent bond issues as long as the maximum annual assessment rate is not exceeded, and the
special assessments are determined in accordance with applicable Service and Assessment Plan(s).
Special assessments on any portion of the property will bear a direct proportionate relationship to, and
will not exceed, the special benefit of the public improvements to that improvement area.
9. The City shall not be obligated to provide funds for any improvement except from the proceeds of the
PID Bonds and/or per the terms of the 380 Agreement, as may be amended from time to time.
10. Each PID Bond Indenture will contain language precluding the City from making any debt service
payments for the PID Bonds other than from available special assessment revenues.
11. The PID will be responsible for payment of all of the City's reasonable and customary costs and
expenses associated with both the issuance of bonds and the ongoing administration of the PID.
12. It is agreed that the PID will be exempt from any public bidding or other purchasing and procurement
policies to the extent the project qualifies under Texas Local Government Code Section 252.022(a) (9)
which states that a project is exempt from such policies if "paving drainage, street widening and other
public improvements, or related matters, if at least one-third of the cost is to be paid by or through
special assessments levied on property that will benefit from the improvements."
13. The City will not approve any PID Bonds for Assessment Area #1 unless at least 50% of the proposed
Gross Leasable Area has been pre-leased or under contract to be sold to retail operators.
14. It is agreed that the improvements to be funded by the PID for Assessment Area #1 or any other
parcels located within the PID are limited to those defined as Authorized Improvements under Texas
Local Government Code Section 372.003 ("Authorized Improvements"), and will be dedicated to the
City:
• Streets and sidewalks;
• Public safety and security services;
• Water, wastewater, health and sanitation, and drainage facilities
• Acquisition of rights of way;
• Art;
• Creation of pedestrian malls;
• Erection of fountains, landscaping and other aesthetics;
• Library facilities;
• Mass transit;
• Park, recreation and cultural facilities; and,
• Parking facilities.
2
15. The City retains the right to approve the use of future PID Bonds for construction costs of Authorized
Improvements for Future Assessment Areas or for additional assessments within Assessment Area #1.
16. RED Development, or its assignees, shall be obligated to provide funds, in a cash escrow/trust
agreement, or an irrevocable letter of credit (Financial Assurance), to pay projected construction
shortfalls, if any, for improvements to be financed with PID Bonds. Such funds or irrevocable letter
of credit shall be deposited with the trustee for the PID Bonds at closing. RED Development shall
also be obligated to pay any cost overruns for such improvements, if the cost of such improvements
exceeds the amount of the PID Bonds and Financial Assurance deposited with the trustee for payment
of such costs.
17. It is agreed that, if no PID Bonds are issued within a period of five (5) years from the date of the
formation of the PID by the Denton City Council, RED Development, or its assignees, will be
required to submit a petition to dissolve the PID.
18. It is agreed that all principal landowners will provide any required continuing disclosure obligations
associated with the issuance of PID Bonds as required under the Indenture, any continuing disclosure
agreement, or any other regulatory agreement or regulatory agency.
19. In connection with the issuance of the initial PID Bonds on behalf of Assessment Area #l, RED
Development, or its assignees, agrees to guarantee the funding of the City's costs associated with the
formation of the PID and the issuance of the initial PID Bonds through a mutually negotiated Escrow
and Deposit Agreement and to be paid back by the PID Bond proceeds.
20. This term sheet shall remain in place until such time and date that a Financing Agreement is executed
by the City, RED Development, Allegiance Hillview and/or their assignees.
21. Assignees of RED Development and/or Allegiance Hillview, for purposes of this Term Sheet, shall
include only those parties which have demonstrated to the City's satisfaction that the party has the
financial, technical and managerial capacity, experience and expertise to perform any obligations or
duties assigned or necessary to develop the Authorized Improvements of the PID.
3
O:AAgendas\CABRALES AGENDA ITEMS\2014 Agenda Items\OS May, 2014�1VIay 13\ECONOMIC DEVELOPMENT�1VIemo of
Understanding- Rayzor Ranch PID\4 - Correct Ordinance Rayzor Ranch PID MOU.doc
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A MEMORANDUM
OF UNDERSTANDING REGARDING TERMS AND CONDITIONS FOR THE RAYZOR
RANCH PUBLIC IMPROVEMENT DISTRICT NO. l; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the City of Denton (the "City") is a home rule municipality and political
subdivision of the State of Texas; and
WHEREAS, Allegiance Hillview, L.P., a New York limited partnership ("Allegiance"),
and DB Denton II, LLC, a Delaware limited liability company ("DB Denton") have petitioned
the City requesting the establishment of a public improvement district within the corporate limits
of the City to be known as Rayzor Ranch Public Improvement District No. 1(the "District")
pursuant to Chapter 372, Texas Local Government Code, as amended; and
WHEREAS, the City, Allegiance and DB Denton have agreed to the terms and
conditions upon which the City will create the District and public improvements within the
District may be financed; and
WHEREAS, the City, Allegiance and DB Denton have negotiated a Memorandum of
Understanding (the "MOU") to memorialize the agreement between the City, Allegiance and
DB Denton on the terms and conditions for the creation of the District and for the financing of
public improvements within the District; NOW, THEREFORE,
THE COUNCII, OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The City Council of the City (the "Council") hereby approves the attached
form of MOU and authorizes the City Manager or Assistant City Manager and Chief Financial
Officer, for and on behalf of the City and the Council, to execute and deliver the MOU with such
other changes the officer executing the MOU determines to be necessary in connection
therewith.
SECTION 2. This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 13th day of May, 2014
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
:
EXHIBIT A
(Memorandum of Understanding)
AGENDA INFORMATION SHEET
AGENDA DATE: May 13, 2014
DEPARTMENT: Parks and Recreation Department
ACM: John Cabrales, Jr. ��
SUBJECT
Hold a public hearing and consider an ordinance granting approval, in accordance with Chapter
26 of the Texas Parks and Wildlife Code, of the non-park use of a part of Spc. Ernest W.
Dallas Jr. Veterans Memorial Park for the purpose of installing and maintaining a sanitary sewer
line for the Classic Used C ars of D enton Project; providing for a notice by the city of Denton,
Texas of non-park use for installation and maintenance of sanitary sewer line and reservation of
easement in the event of sale of park; and providing an effective date. (Parks, Recreation and
Beautification Board recommend approval with a vote of 6-0.)
BACKGROUND
Classic Cars of Denton requests access to an 807 Sq. Ft. (0.019 Acres) easement through
parkland, Ernest W. Dallas Park, to connect to existing sewer services in the Preserve of Pecan
Creek Subdivision. In turn, the City will be compensated $2,200 for the access.
State law as defined in Chapter 26, Protection of Public Parks and Recreational Lands, of the
Texas Parks and Wildlife Code requires that:
(a) a municipality of this state may not approve any program or project that requires the use
or taking of any public land designated and used prior to the arrangement of the
program or project as a park unless the municipality, acting through its duly authorized
governing body or officer, determines that:
(1) there is no feasible and prudent alternative to the use or taking of such land;
and
(2) the program or project includes all reasonable planning to minimize harm to
the land, as a park, resulting from the use or taking.
(b) A finding may be made only after notice and a hearing as required by this chapter. "
Classic Cars of Denton's request to access the Ernest W. Dallas Park easement results from their
ongoing development project previously approved by the City of Denton's Departments of
Engineering and Water. The installation of the sewer line for the purpose of connection to the
existing sewer service in the Preserve of Pecan Creek Subdivision, through an 807 square foot
tract of real property, located in the Gideon Walker Survey Abstract No. 1330, City of Denton,
Denton County, Texas; said tract being part of Lot l, Block 32, The Preserve At Pecan Creek
Section A3, will be completed by a city-approved contractor who will bore four feet below the
existing raw water line that runs parallel to the Rail Trail and ties into the manhole at the
intersection of Cattail Lane and Sun Ray Drive. Park property will be restored to its previous
condition, thereafter. (See Exhibit 1 and 2 to Ordinance.)
Agenda Information Sheet
May 13, 2014
Page 2
The Denton Parks and Recreation Department and City of Denton staff reviewed all possible
options and agreed there is no prudent alternative available.
OPTIONS
Grant the request and accept compensation of $2,200 for use of the easement.
Deny the request and force the developer to use less cost-efficient methods to access utilities.
RECOMMENDATION
The Parks and Recreation Department has satisfied publication requirements set forth in Chapter
26 of the Texas Parks and Wildlife Code and confirms they have investigated all other
alternatives and determined that there would be no major impact on current park operations or
programs. Staff agrees there is no prudent alternative available to the developer and
recommends approving the access and use of the Ernest W. Dallas Park easement for this
project, pending the approval of the Texas Parks and Wildlife Department and the National Park
Service.
ESTIMATED SCHEDULE OF PROJECT
Installation of the sewer line by a city-approved contractor is projected to begin between late
May and early August of 2014.
PRIOR ACTION/REVIEW
The Parks Recreation and Beautification Board recommended approval of this request with a
vote of 6-0 on March 19, 2014.
FISCAL INFORMATION
Classic Cars of Denton compensation for access to the easement totals $2,200.
EXHIBITS:
l. Parks, Recreation and Beautification Board excerpt of Minutes from March 19, 2014
2. Proof of publication
3. Proposed ordinance
Respectfully Submitted:
�,�,�,,�,� ,�. ���..
Emerson Vorel, Director
Parks and Recreation Department
Prepared by:
James M. Mays, Superintendent
Parks and Recreation Department
Exhibit 1
PARKS, RECREATION AND BEAUTIFICATION BOARD
EXCERPT OF MINUTES
March 19, 2014
City Hall Conference Room
After determining that a quorum of the City of Denton, Texas, Parks, Recreation and
Beautification Board is present, the Chair of the Board thereafter convened into an open
meeting on Wednesday, March 19, 2014, at 6:00 p.m. in the City Hall Conference Room,
City of Denton, 215 E. McKinney Street, Denton, Texas.
Members present: Russ Stukel, Vicki Byrd, David Rowley, Maria Renner, Alex Lieban and
Janet Shelton.
Members absent: Paul Leslie
Staff present: Emerson Vorel, Julie Leal, Jim Mays, John Schubert, Janie McLeod and Kathy
Schaeffer.
OPEN MEETING
ACTION ITEM:
B. Consider proposed sewer line at Ernest W. Dallas Park — Classic Cars: Chapter 26 —
Mays presented a slide show which detailed Classic Cars' plan to extend a 16-foot-
easement through Dallas Park for connectivity to sewer services. If the easement is
allowed, when future restrooms are installed in the park, it will save the City
approximately $3,500 as they'll be able to avoid digging up asphalt to access the sewer
main where it currently exists. Classic Cars will compensate the City $2,200 for the 870
square foot easement. Due to the minimal impact to the park, and substantial savings to
the City on future park development, Mays recommends approval.
Rowley questioned the likelihood of a sewer cap located on site and Mays said there will
be no surface evidence of the sewer line, except on the plat.
MOTION: Shelton made a motion to approve, Rowley seconded, and the motion
passed 6-0.
Adjourned at 8:20 p.m.
Exhibit 2
Denton Publishing Company
Order Confirmation
Customer: DENTON PARKS & RECREATION Customer Account: 100039684
Ad Order #: 0001243403 PO Number:
Sales Rep: Patricia Madewell Order Taker: Patricia Madewell
Net Amount: $71.00 Tax Amount: $0.00 Total Amount: $71.00
Payment Method: Check/Money Order Payment Amount: $0.00 Amount Due: $71.00
Ad Order #: 0001243403
Ad Number: 0001243403-01
Color: Ad Size: 1 X 28.00 Li
WYSIWYG Content
Chapter 26 Notification for
Sewer Easement
In accordance with Chapter 26 of
The iexas Parks and Wildlife
Code, the City of Denton Parks
and Recreation Department
invites the public to a hearing to
consider ihe atloption of an ordi-
nance granting approval of a sub-
surface use of a portion of Ernest
W. Dallas Park to accommodate a
sewer line easement.
City Council wiil host a public
hearing to consider the easement
on Tuestlay, May 13, 2014 at 3
p.m. is� the Council Work Session
Room located at City Hall, 215 E.
MeKinney St., Denton, Texas.
For more information, contact
Superintendent of Parks Planning
Jim Mays, at �940j 349-i465 or by
email at
Jim. Mays@cityofdenton.com
DRC 4112, 4/22, 4129 & 5I6I2014
Run Dates Product PlacemenUClassification - Position
Sort Text
Publish Date: 04/12/2014 DP Denton Record DP C-Legals - DP LG Legals
Stop Date: 05/06/2014 LGL-ERNEST W. DALLAS PARK SEWER EASEMENT
Publish Date: 04/12/2014 DP Denton RC.com DP C-Legals - DP LG Legals
Stop Date: 05/11/2014 LGL-ERNEST W. DALLAS PARK SEWER EASEMENT
Page 1 of 1
�Exhibit 3
IlcodadldepartmentsVegallour documentslordinances1141classic used ca¢s o£denton ordinance-fina{ lcc.docx
ORD�NANCE NO. 2014 -
AN ORDINANCE GRANTING APPRUVAL, IN ACCORDANCE WITH CHAPTER 26
OF THE TEXAS PARKS AND WILDLIFE CODE, OF THE NON-PARK USE OF A
PART OF SPC. ERNEST W. DALLAS JR. VETERANS MEMORiAL PARK FOR THE
PURPQSE OF INSTALLING AND MAINTAINING A SANITARY SEWER LINE FOR
THE CLAS5IC USED CAR� OF DENTON PROJECT; PROVIDING FOR A NOTICE
BY THE CITY QF DENTON, TEXAS OF NON-PARK USE FOR INSTALLATION AND
MAINTENANCE OF SANITAR� SEWER LINE AND RESERVATION OF EASEMENT
IN THE EVENT OF SALE OF PARK; AND PRQViDING AN EFFECTIVE DATE.
WHEREAS, Chapter 2b of the Texas Parks of Wildlife Code provides that public land
designated and used as a park rnay be used for a non�-park purpose if the City Council finds after
notice and hearing that there is no feasible and prudent alternative to the use of such land %r the
proposed project and the proposed project includes a11 reasonable planning to minimize harm to
the park resuliing fram such use; and
WHEREAS, the City of Denton desires io use approximately 807 square feet acrass the
Spc. Ernest W. Da3las Jr. Veterans Memorial Park ("Park") for the installation and maintenance
of a sanitary sewer line for #he Classic Used Cars oiDenton Project {"Praject"); and
WHEREAS, there are no feasible and prudent alternatives availabie for the location and
instaliation and maintenance of a sanitary sewer line for the Project; and
WHEREAS, the City provided notice in the Denton Record-Chroriicle an April 12, 2014,
April 22, 2014, Apri129, 2014 and May 6, 2014 of a Public Hearing to be held on May 13, 2104
in the Council Chambers to consider the aliernatives to the non-park use of ihe Park for #he
instailation and maintenance of a sanitary sewer line; and
WHEREAS, tlze City Council on May 13, 2014� received testimony at a public hearing on
the issues af feasihle and prudent alternatives to the non-park use of tl�e Park for the Project and
that t�ie Praject incluc�.es all reasonable planning to minimize harfn to tlae Park resulting from the
installation and maintenance of a sanitary sewer line; and
WHEREAS, the City Council fnds that the Project does not fall �rithin the purview af
Section 253.001 af �he Texas Loca1 Government Code; and
WHEREAS, the City Council finds that there are no feasible and prudent aiterriatives to
the non-park use of the Park and that the installation and rnaintenance of a sanitary sewer line
incXudes all reasonable plar�ing to minimize harm to the Park as a result of the Project; NOW,
THEREF4RE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The installation and rnaintenance o�' a sanitary sewer line across the Spc.
Ernest W. Dallas Jr. Veterans Memorial Park {"Park") for the Classic Used Cars of Denton
+ r
Project ("Praject") shall be constructed and rriaintained helow the surface of the Park in the area
described in Exhibit "1" and visually depicted in E�ibit "2," which are attached and made a part
of this document, and that the swrface of the Park after installation of tlie sanitary sewer line shall
be constructed in a manner so that the Park may still be used for landscape plantings, fencing,
signage, park related utilities, temporary faciii�es, which uses are hereby expressiy approved and
authorized, as necessazy after completion of the Project in the same manner it was used prior to
the Project.
SECTION 2. The installation and maintenance of the sanitary sewer line shail be (i} in
accordance with applicable Cxty ordinances, rules and regulations, (ii) protect the patrons using
the Park from injury and darnage bath during and after construction of ihe Project, and (iii)
generally protect ihe healtla, safety and genexal vvelfare of the Ci#y.
SECTION 3. During constructian of the Project, temporary use of such additional Park
property necessary to stage the construction of the impxovements may be . approved by �he
Director of Parks and Recreation Department. However, at the completian of the construction
activities for the Project such additional Park property shall be restored to the condition to which
it existed prior to the beginning of such constructian activities.
SECTION 4. The Ci#y Manager, or his designee, after approval hy the City Attorney,
shall execute the "NOTICE BY THE CITY OF DENTON, TEXAS OF NON-PARK USE FOR
THE INSTALLATION AND MAINTENANCE OF SANITARY �EWER LINE AND
12ESERVATION OF EASEMENT IN THE EVENT OF SALE �F PARK" which is attached as
Exhibit "3."
SECTION 5. The rights and benefits set forth in this ordinance may not be assigned
withaut the expxess written consent of �the City.
SECTION 6, The findin.gs contained in the preamble of this ardi�ance are incorporated
into the body of this ordi�ance. -
SECTION 7. This ordinance shall become effective immediately C�pan its passage and
approval.
PAS�ED AND APPROVED this day of , 2014.
MARK A. BURROUGHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:•
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Eghib�t "1"
io Ordinance
_- 16' SANiTARY SEWER EAS�{V�ENT
� TO THE CITY OF �ENTON
part of f�ot �[, Block 32
The Pr�esetve Ai Pecan Creek Sectian A3
Gidean Waiker Survey, Abstrad No. 1330
Cety af Denfon, Denton County, Texas
DESCRIPTI4N� af a 807 square foot tract of land si#�aated tn the Gideon Walk�r Sutvey,
Abstract No. 1330, City of Dentan, Denton CouMy, Texas; said tract being part of Lot i, Bledc
32, The Prese�ve At Pecan Creeic Sectian A3, ar� additio� io the Gity o� Dentan, Denton Caunty,
Texas accordEng to the psa# recorded in Cabinet V, Page 279 of the Map Records of.Dentor�
County, Teuas; said iract also k�ing part of the traot of land described in I'ark Deed to City of
Denton, recorded in Instrument Number 2007-92931 ofi the [)eed Records of Denton County=
Texas; said 807 square foot tract be�g more particularly described as foliows:
COMMENCtNG, at a 5/8-inch iron rod found, in the north line of a iract oE iar�d described in
Qu�tdafm Desd ta Dallas Area Rapid Transit, necorded in Instrumerrt Number 2010-43179 of
sair! Deed Recorcis; said �o'snt being the soc�heast comer of Lot 32X, Black C of Glenwood
�llage, an adc[itwn to the City of �enton, Denton Gounty, Texas, recarded ir� Instrurner�t
Number 2093-762 of said Deed Records; said pairit being the soutf�east comer of said i.ot 1
and the beg�n�ing af a curve to the ri�ht;
THENCE, alor�g said curve to the �ighi, #he nor#h line af said Dallas Area Rapid Trartsit tract and
the souih line of said Lot 1, having a cen#�'al ar�gle of 03 degrees, 31 minu#es, 23 seca�ds. a
radius o� 1,56�.64 feet, a chord bearing and distance of South 82 degrees, 25 minuies, �40
seconcis East� 'i20.79 f�t, an arc disiance of 120.81 feei to the POIWT OF BEGINNING;
THENCE, Idorth t}5 d�rees, 23 minutes, 46 seconds East, departi�tg the north line af saici
Dallas Area Rapid Tfansii tra�t and the south Itne of said Lot �1, a distance of 5Q. i 2 feet ta a
point for com� in the souii� line of �.ot 2, Blodc 32 of said The Preserve At Pecan Ct�eek Sectsor�
A3 acld�ion;
THENCE, South 8� degrees, 3fi minutes, 57 seaonds East, along the soutfi� Gne of said Lot 2
ar�d the north line of said Lot 1, a distar�ce af �0.43 feet ta a pom# far comer, said point being
the snutheast comer af said l.ot 2;
THENCE, North '{6 degrses, 31 minutes, 57 seconds East, aiong the east line of said t_ot 2 and
the rt+►est line o� sa4d L.ot 3, a distance of 1.15 feet to a poi�t for cor�er in the south right-Qf way
line of Sun Ray dri�e (a 5t}-foat wide right-o# way}; said poirrt being the most easterly northeast
camer of said taf 2 and the beginning of a non-tangeri# curve ta t�e left;
THENCE, Along said curve to the left and t�e said south line o# Sur� Ray Drive, �aving a ce�iral
angts of 06 degree�, 13 minutes, 11 seoonds, a radius af 50.Q0 feet, a chorct bearing an�
d9sfance af South 76 degrees, 35 minutes, 30 s�conds East, 5.42 feet, a� arc distance of 5.43
io a pnint for comer,
TH�NCE, Souit� 05 degrees, 23 minutes, �46 seconds West, depariir�g said south ltrie of S�n
Ray Drive, a distance of 50.93 €eet fo a point for comer, said poirtt be�ng in t�e not#� line c� sait�
Dallas Area Rapid Transit iract and the sot�th line Q# said Lot 1; said point bEin� the hegin�ing of
a non-tang�ent cu�ve ta the le#t;
Sheet �i of 3
�iS' SANI7ARY SEWER EASEMENT
TO THE CITY OF DENTON
Part of Lo# 1, Block 32
The Preserve At Pecan Creek Seciion A3
Gideon Walker Survey, Abstract No. 1330
City of Denton, Denfon County, Texas
THENCE, along sair� curve to the left and th� Rorkh line of sa'sd �a�las Area Raptd Transit tract
ar:ci tt�e south tine of said Lot '�, ha�+ing a cenfral ang[e o# 00 degrees, 28 minutes, 04 seconds,
a radius o# �t,964.64 feet, a chord bearin� and distance of Norfh 80 degrees, 25 minutes, 56
secnr�ds West, 16.a4 feet, an arc distance of 16.t14 feet to the p01NT �F BEGINNING.
CONTAIN(NG: 807 square feet or C1A�9 acre of �and, more or less.
{A survey plat of even survey dafe herewith accompanies thls cf�scripiion-j
The undersi�ned, Registered Pro�ssional l.and Surveycr, hereby cert'�'ies that the foregaing
descripi�an accurate#y se#s aut the metes and bo�rtds of the easemeni #rat� af lan� described.
� . ,.�:�......�:....
'� : '� .lI3STdi W. II�AE.0
.�,�ust� ��� � . wa�a� � ace .. ► .....�........
� wterec! Proiessiona! tand Surve r No. 8179 ��A� $1�� +�
� qijiti��881p .n
Pacheco Koch, LLC p''••• '�
8350 N. Central Expwy, #'t 000, Dallas TK 75206 �'����
(972) 235-3031
TX Reg. Survey�ng �irm �.S-1fl193805
33$9-13.Oi BD(1.dx CM
3389-13.OS8E�(1.dwg CM
Sheet 2 of 3
��
o �� �o so
GRApHIC �S�ALE IN FEET
�ghibii "�"
io Ordinance
, _
L/NE T.4BLE
LlNF' - BEARING LE�lGTf/
L1 S BC!' 36' S7" E i 0.43�
i.2 N 16' 3S' �7" E 1.15'
� 6.74
L.OT 2, BLO�iC 32
THE PftESERVE AT PECAIV
LOT 22 � CR�EK SEGiION A3 � I
��.ocx c� f (c��. v� PG. 278�
�n � � �
uf Iva�ne� �nos� a�nir�ac� �
dc SANl7AitY SEWER �A5EME41T
� � (c�e. v, Pc. z�a) �
GLENWC3QD VIL�.AGE
(II�Si. N0. 2013-162) �dao�.s����
� � 10' DRNNAGE EkSEMENT , `
i/2-irt�++ ��c� ~" (sna v, Pc, z7sl l.i
rt�v w/_:"'�►' - -- -- �°���.as. s u�urr �AS�s��T
BARROW 199'�` ���""'"�--' (GAB V, PG. 279} ���
cnP �ait� � LOT 1. B�aC{� �2 � -� - -�
-- -_.. :�.;�, � T�iE PRESERN� AT PECAt�
�� �zjc� I m �-`` -- � c��E� s�c�oN A� W.
BLOCK C�� � �CAB. V, PG. 2%9�� � w
c�rY a� o�n�TOr� �` --;� �
(INST. NO. 2D07--92831)
;V C.3
{�: a.'�r , � �°� �?' oF DENt�7N, W,y Q�
fa
�. f� a��i,� p�.�s�j �ox� un� �s�tr z
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V1I.� � l��fFJi,LJ~ �~ '� _�
R-� ,564:64' �-
L=i 20.81' 6=Q4�28`09-"
r�so,42' �=�,964.64'
ce-s s2'25'40" E L-16.a4'
CD=i 20.79' j=6.02�
DALLAS AREA RAPld TRANS[7 CB=N 8fl�25��6" W
(k�15T. NO. 2�10-43i79} CD-1B.Q4��
" 'E'Fje undersign�sd, Registered Profeaslo�c�i l.arrd
� Survey►�r, hera�y certifles thot thts plut of
survey. aecurately sets ouf the me#es cnd
bour�d:s vf the easemersfi iract described.
c,
� �JI
� f.�..� S � �•�" . � �
,1us# ' W. Waliirip � � Date
°�`cr `er.e� Profesaional
� Lnnd Surve�or Na. fi179
835Q H. f�H7RAl EXP4YY. SUIT� 100
Ra�h�co Kvch �^�� -� 75Z�g �,�5.�
'i9C REG. F.l+�GfN�NG FIRIA F=9�4�l.e'9
lX �tEG. SUR�EYING FlR1A LS-1ot938
pA.t MN �Y CSI�+CIr�'A QY
CM JWW
�GALR� OAI'� JO8 NC+N�EA
i"�30' FEB. 2074 33B9-'[3.�18
r, .....
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pR9POSEt� EkSEkA�IT UNE
- - Ews�NC �rts�terts urie
P.E�.,B, aaN7 nF a�«�r�u�c
F.O.C. �oiuT oF co�r�aaaNG
� PdltlT F'4R COftN£R
(ux[�ss on-,�wrsF wn�}
(C.M.) - co��a.ur�c �o��T
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L�=Q6"i 3'i 1 ��
R=5fl.00'
L-5.43'
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CE3=S 76'35'3t3"
ca =�.¢z�
� LOT 26
B�QCK 28
59.18` .
��lli R�4 Y
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(50� �t.n.w.)
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�� ��0�5.79 �
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-� t'�t�a t7�
16' SA►P[1TARY ��
SEW�R EAS�M�NT
807 S�
(t�.0�9 AC)
�,,,,,0'iES: �
�. A meies ar�d �ounds descriptlon af even
sur�rcy date h�e�rith accampanies this plat
of. s�rvey.
2. Bearing system �or this survey is based on
ihe North American €�atum of 1983, Texas
St�te P{ane Coordinate Sysierr►, North Central
Texas Zone 4202.
'�B' &!�NlTA�Y SE1�ER EA�EII�NIC
TQ iH� CiTY t?� E���1TON
PARi OF LO7 4, BLOCK 32
THE PRESERVE AT PECAN CfiEEK SECTION A3
GiDEOT� Wi1llCER SUi�VEY. A95iFEAG1' N0. 1330
C{TY OF QENTaN. D€NTON COUN7Y. TEXAS
SFtEET 3 OF 3 ,
1
Exfubii "3"
io Ordinance
NOTICE OF CONFiDENT�ALITY RIGHTS: �F YOU ARE A NATURAL PERSO�I,
YOU MAY REMOVE OR STRIKE ANY �R ALL OF THE F4LLOWING
INFO�MA'TXON FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST Il�T
REAL PROPERTY BEFORE iT IS F�,ED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL S�CUR�TY NUMBER OR YOUR DRIVER'S LICENSE NUMBER
NOTICE BY THE GITY OF bENTON, TEXAS 4F NON-PARK USE FOR
INSTALLATION ANA MAINTENANC� OF SANITARY SEWER LINE
AND RESERVATYON OF �EASEMENT �T EVENT 4F SALE OF PAR�
�.. Norioe of Noa-Park Use for Xnstallahon and Maintenance of Sanita Sewer Line
On May 13, 2014, the City Council of the City af Denton, Te�cas, a Texas municipal
corpc>ratian� {"City"), passed Ordinance No. 2014 - (See "E�tlubit "A'� which
allows the City, in accordance with the requirements af Chapter 26 of the Te�s Parks and
Wilci�ife Code, the permanent and perpetuai use in, aiong, �pc�n, �nder, over, and across a part of
the Spc: Ernest W. Dallas, Jr. Veterans MemoriaS Pazk ("Pazk"}, located at bI00 Sun Ray Drive,
Denton, Denton Caunty, Texas, for the soie pwrpose of installing, constructing, repairing,
mai.ntaining, altering, replacixxg, reiocating, rebuilding, rea�oving, and o}�rat.�ng a sanitary sewer
line, and all necessary and r�lated facilities and app�rtenances. T�e sgecifia location for the area
of the Psrk used for ihe sanitary sewer lir�� is more particularly described in Exhibi# "B" and
�isually depicted in F�chibit "C" The Paxk is more garticularly described in Exlubit "D."
Exhibits "A," `B," "C," and "D" are attached to this document and made a part of the same.
2. Res�rvaYion of Easeinent in the Event of Sale of Park
In the event #he City sells the Park, which is deseribed in Exhibit "D," the City rese�c�+es a
pennanent and perpe�uat sanitary sewer li.ne easement for the gurpose of instaliing, c�nstracting,
repair.'utg, maiintaining, altering, replacing, relocating, rebuilding, removing, and aperating a
sanifary sewer lines, and all necessazy and reiateci facitities and appwrtenanc�s, in, along, upon,
undsr, over, and across the land described in Exhibits "B" and "C," together with the right of
ingress and egress as necessary for such pur�wses. In addit�on to the resen+ation of the
perinanent easement, a 2Q-foot wide temparary work space easement is reserved adjacem to and
ou�.side the perimeter of the pexmanent easemer�t tract described in Exhibits `B" and "C: ' T�is
eas�eirt slnall run with the land, is irrevocable, and is for the benefit of the City and the City's
successors and assigns.
Executed the day of , 2014.
PAGE 1 pF 2- NOTICE BY THE CITY O�' DENTON, TEXAS OF NON-PARK U5E FOR THE
INSTALLATI4N AND MAiNTENANCE OF SANITARY SEWER LINE ANp
RESERVATION QF �ASEMEN"C IN THE �VENT OF SALE OF PARK
CITY OF DENTON, TEXAS
By:
George C. Campbell, City Manager
ACKNOWLED GMENT
STATE OF TEXAS §
DENTUN COUNTY §
This document is acknowledged before me, on the c�ay of , 2014,
by GE4RGE C. CAMPBELL, City Manager, Dentan, Texas, a municipal corparatian, known to
me to be the person whose €iam� is su�scribed ta the foregoing instrument snd ack€iowledged to
me that the same was the act of the said City oi Denton, Texas, a municipal corporarian, that he
was duly authorizeci ta perform the same by the City Cauncil of the City of Denton and that he
executed the same as the act of said Crty for the pwrpc�ses and consideration therein expressed,
and in the capacity therein s#ated.
Nvtary Public, State of Te�cas
Approved as to legal form:
Anrta Burgess, City Attora�y
By:
After recording, return to:
Paul Williamson, Real Estate & Capital Support Manager
City of Dentan
90I-A Texas St.
Second Floor
Denton, Texas 7b2�9
PAGE 2 OF 2- NOTIC� BY THE CITY OF DENTON, TEXAS OF NON-PARK USE FOR THE
INSTALLATiON AND MAINTENANCE O�' SANITARY SEWER LiNE AND
R�'SERVATION OF EASEMENT IiY THE �VENT OR SALE OI� PARK
�ghibit "A"
% Noiice
ORDINANCE NO. 2D14 -
AN ORDINANCE GRANT�NG APPROVAL, IN ACCORDANCE W�TH CHAPTEY2 26
OF THE TEXAS PARKS AND WILDLIFE CODE, OF THE NON PARI� USE OF A
PART OF SPC. ERNEST W. DALLAS 3R. VETERANS MEMURIAL PARK F4R THE
PURPOSE OF INSTALLIl�iG AND MAINTAINYNG A SANI'I`ARY SEWER LIl�E k'OR
THE CLASSIC USED CARS OF DENTON PROJECT; PROVIDYNG FOR A NOTiCE
BY THE CITY OF DENTON, TEXAS OF NON PARK USE FOR INSTALLATiON ANI1
MAINTENANCE 4F SANITARY SEWER LINE AND RESERVAT'ION UF E,ASEMENT
TN THE EVENT OF SALE OF PARK; AND PROVIDING AN EFFECT�VE DATE.
(Parks, Recreation and Beautification Board recommend �pproval with a vote of 6-0.)
WHEREAS, Chapter 2b of the Texas Pazks of �Vildlife Code provides thai pubiic land
designa#ed and used as a park may be useci far a non park piupose if the Ci#y Council finds after
notice and hearing that there is not feasible and prudent a�tema�ive to the use of such land far t�e
proposed pro�ect and #he proposed project includes all reasonable glanning ta minimize harm to
the park resulting from such use; and
WHEREAS, the City o� Dentan desires to use approximately 807 iinear feet across the Spc.
Emest�W. Dailas Jr. Veterans Memorial Par1c ("Park"} €or the insraltation and main#enance of a
sanitary sewer line for the Classic Used Cars of Denton Project {"Project"�; and
WHEREAS, there are na feasible and ptvdent alternati�es available for the locatian and
installation and maintenance of a sanitary sewer line �ar the Project; and
WHEREAS, the City provided noticc in the Denton Record-Cl�ronicle nn April 12, 2034, ApriI
22, 2014, Apri129, 2014 and May 6, 2014 of a Public Hearing to be he�d on May f 3, 21a4 in the
CounciI Charnbers to considex the alternatives to #he non-park use of the Pazk for the installation
and maintcnanc� of a sanatary sewer line; and
WHEREAS, the City Cauncil on May 13, 2014 received tes�iFnony at a public hearing on the
issues af %asible and }�rudent alternatives to the non-park �se of the Park for the Project and that
the Project inc�udss aIl reasonable planning to rninimize hazm to fhe Park resulting from ihe
u�s#aljation and maintenance of a sanitazy sewer line; and
WHEREAS, the Ciijr Councii finds #hat ihe Projecf does not fall within the pwview of Section
2S3.OQ1 of'the Texas Lc�cal Gavemment Code; and
WHEI�EAS, the City Council finds that t�ere are no feasible a�d prudent aiternatives ta the nan-
park €�se of #he Pazk anci tlzat the installation and ma'sntenance of � saniEtary sewer iine includes all
reasonable platining to minimize harm to the Park as a result af the Project; AiOW,
THEREFORE,
THE COUNCIL QF THE CITY OF DENTON H�REBY ORDAINS:
SECTIQN l. T�e installat�on and maintenance of a sanitary sewer Iine acrass the Spc. Ernest
W. Dallas Jr. Veterans Memoriai Park ("Park"} for the Classic Used Cars of Denton Project
("Project") shall be constructed and maintained b�low the surface af the Park in the area
described in E�chibi# "1" and visually depicted in Exhibit "2," which are attached and made a part
of this docwnent, and that the sur�'�ce�of the Parlc after installation of the sanitary sewer line shall
be cozastructed in a manner sa that the �ark �nay still be used for Iandscape plantuigs, fencing,
sigaage, park related utilities, temporary facilities, wluch ttses are hereby express�y approved and
authorize�cl, as necessazy after completion of ttae Praject in the same manner it was used prior ta
the Project.
SECTI4N 2. The ir�stallation and rnaintenance of the sanitary sewer line shall be {i) in
accordance wi#h applicable City ordinances, ntles and regulations, (ii) protect the patrans using
the Park from injury and darr�age both during and after construction of the Projec�, and (iii)
generaliy protect the health, safety and g�neral welfaze of the City.
SECTION 3. During construction of the Pra,}ect, temporary use of such adclitianai Pazk praperty
necessary to stage the canstruc�on of the improvements may be approved by the D'uector of
Parks and Recrea�ion Departmen#. Hawever, at the completion af the cunstruction act�vities for
the Praject such additional Park �rop�riy sball be restored �o ttie concli#ion ta wl�ich it existeci
priar to the beginning of such construction act�vities.
SECTION 4. Tl�e City Manager, or his designee, after approval by the City Attorney, sha11
execute the "N4TICE BY THE CITY OF DENTON, TEXAS OF NON-PARK USE FOR 1 HE
IlvSTALLATTON AND MAINTENANCE OF SANITARY SEWER LINE AND
RESERVATION OF EASEIV�NT IN THE EVENT OF SALE OF PARK" wluch is attached as
Exhibit "3"
SECTION 5. The rights and benefit� set forth in this ordinance may not be assigned without the
express written consent of the City.
SECTION 6. The iindings con#ained in the preamble af this ordinanr,e are incorporated into the
body of this ordinance. '
SECTiON 7. This ordinance shalI become effective immedia�e�y upon its passage and appz•oval.
PASSED AND APPROVED #his day of May, 2Q1�4. -
MARK A. BURROUGHS, MAYOR
ATTESi:
JENNIFER WALTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
ANITA BURGES�, CITY ATTQRNEY
By:
�
,�
�
E%fubit "B"
to No�i�e
46' SANiTARY SEWER EASEMENT
TO THE CITY OF DENTQN
Part of Lot �[, Black 32
The Pres�rve At Pecan Gree�C Section A3
Gideon Wal�Cer Survey, Abstract Na. '1330
City of Denton, Denton Caurtfy, Texas
�ESCRlPTION� a# a 807 square foot tract of land s'rtuated in the Gidear� Walker Survey�
Abstract No. '! 330, City of Denta�, Derrtan Cout�ty, Texas; said tract being patt of Lof '!, Blncic
32, The Preserue At Pecar� Creek Sec�on A3, an addiiion to the City ai �errtan, DQntan County,
Taxas accv�ing to f�e piat reoorded in Cabinet V, Page 279 of th� Map Records of Denton
County, Texas; saic! tract atso bEing parf of the tract o€ iand described ir� Park Deed to Ciiy oi
�er�ort, recorded in Instriament Numb�r Zfl07-92931 �of the Deed Records of Denian Co�ty,
Texas; said 807 sc�uare ioot fract being more particu�a�iy desc�bed as follows:
COMMENCING, at a 5I8-inch iron cod fou�d, in the north line of a tract of land d�scxibeci in
Quitclaim Deed to Dal[as Area Rapid Transit, recarded in lnstrumer�i Number 2U'i0-43479 of
said Deed Records; said point beir�g #he souEheast comer of Lat 32X, Black C of Glenwood
Vlllage, an addi�on to the City of Denton, Dento� Cout�ty, Texas, recorded it� (r�strument
Number 2013-'t62 of said �eed Recards; said point beir�g the sat�theasi com�� af said Lai 1
and the #�eginning of a curve fo the righ�
THENCE, a1oRg said curve to �e right, the north fine of said Dallas Area Rapid Transit tract ar�d
the south line of said Lot 9, havmg a centra� angle �f 03 d��ees, 3� minut�s, 23 seconds, a
radius ai 1,864.64 feet, a chorci bearing and disEance of 5outh 82 degrees, 25 minufes, 40
seconds East, 120.79 feeiT an ar� distance of 120.81 feet to the POINT OF BEGtNNING;
THENCE, North 05 degrees, 23 minutes, 46 seeonds East, departing the norEh �ine af said
Da31as Area Rapid Trans�i tract and the south line of said i.ot 1, a dis#anr.� ort 50.i2 feet to a
�oir�t for comer �n th� sa�th Eine of Lot 2, Block 32 of said The Preserve At Peoan Creslc Sec�tion
A3 addit�on;
THENCE, Sou#h 80 degrees, 36 minutes, 57 seconds Easi, along tt�e south line of said Lot 2
and the nasth fine o# sasd Lot 'I, a dis#ance of 1�.43 feet to a poirrt #or corner; sai� point being
ihe so�Ffeast camer of said Lot 2;
-THENCE, Nor#h 18 degrees, 31 min�tes, �7 �conds East, alor�g t�e easi line of sa�d Lot 2 ar�d ,
tlze west line of said Lot 1, a distance af 1,�5 fee# #o a poir�t €ar oomer in the sauth right-af�way
lir� of Sun Ray �rive {a 5t3-feai wide right-of-way); said point being the most easterly rwrtheast
cor�er of said �ot 2 and the beginning of a non-tangent curve to the left;
TH�NCE, Along ssid curve to #he ieft anci tha said south line of Sun Ray Drive, ha�ing a central
ar�gfe o� 06 degree$, 13 minutes, � 1 SECOf3�5, a radius of 50.U0 feet, a chorcf bearing and
distartce of 5auth 76 degrees, �5 minutes, 3{] seaands East, 5.42 ieet, an a€�c distance of 5.43
to a point #or oomer,
TH�NCE, South OS degrees, 23 min�tes, 46 secands West, departing sa'sd south line a� Su�
Ray Drive, a disiance �f 5a.93 f�et #o a pain# far oomer, said point baing in the north line of said
Dallas Area Rapid Transit tract a�d the south line af said Lat '!; said point being the begir�nirrg af
a nor�-tangent curve #o the leii; �
Sheet 1 oF 3
�
'�6' SANI�ARY SEWER EASEMENT
TO THE C�TY OF DENTON
Part of �ot 1, Blodc 32
The Preserve At Pecan Creek Sedian A3
Gidean Walker Survey, Abstract No. 9330
Cify af Denton, Denton Counfy, Texas
THENCE, alon� said curve to the left a�td the north iine of said Dallas Area Rap'sd Transit tract
and the south line af said Lot 1, ha�ing a central artgle of 00 degre�s� 28 minutes, f74 seconds,
a rad�us of 1,964.64 feets a chord bearing ar�d dis#anc� of Nat#h 80 degrees, 25 minutes, 56
seca�ds West, 96.04 f�t, an aro distance of '�6.04 feet to the P�INT OF BEGINNING.
CONTAlNlNG: 8(�7 sqc�are feet or a.099 acre of land, mare or tess.
(A survEy plat of even survey date her�wlth accaompanies this descriptian. j
The urx�ersignsd, Registered Professionat E.ar�cl Surveyor, hereby certifies that fhe foregoing
description accurately sets out fhe me#es and bounds ai the easemer� tracf af land described.
� .. �'::C -. �:l�
Just' � IN: Wa1c1Rp ate
�t�red:,Professiar�al l.anc# Surveyor No. 6179
Pact�eco K�, LLC
8350 N. Centrat Expwy, #4000, Dallas TX 75208
(9T2) 235-3D3i
TX Reg. Surveying Firm LS-i 0�! 93805
338S-t3.018EX�.doC CM
3389-18.OiSIXl.dwg CM
Sheet 2 af 3
� �
�
�xtubit "C"
io NoiiCe
UNE TABLE
uNE ' BF�RGVG [6NG71�
0 15 30 BO �1 S 80' 36' S7' E '1 �.43'
L2 N 16' 31 ` 57" E 1.15'
�GRAPHIC SCAI..E IN �FEET
I 6.74'
LOT 2. �.�iC 32
TF�l� PRESERVE AT PECAN
LOT 22 � CREIX SECIWN A3 ��
BLOC�C C�:� � (CAB. V. PG. 279) �'
:I .so
� Iva�sast� +�autH a�nc� �
s sakrnu�r �a ��+r
. . � � (caa. v. Pc. rrs) '
Gi�ENW00D VILLAG� `
' (INST. N0. 2013-162) �z��'�
� I , cr �ra+� �n�era�nr ` `
,�2,,,p,�cH �r+ .�.�.,"`_(ci� v, PC. 2a�1 , �.1
�an w/.:";�. - - -- , �d��ss� s u�rr ��r
BARR� �� ��• �; {CAB Y. P� j \�
�_ � L4T 1� BL�CK 32 �� a
: -.� TME PRESERNE A3 PECAN
s�or a2�t�'m �-� '.�. -�- CREEK SECTION A3 �
� a�ocK c!� I {CAB. V, PG. 279),� �.
cinr o� QE�ara� � �.;a- N
(WST. NO. 2007-92931) M �'
;Y O
� p.0:�+` . � .30':,CfTy�qF.�, tF� �
� � � (:'!�'� � ��a�...�t�°�r�u'� �x+�r z
�� � ,�
� � rJ, a �y�. �.3.�1���3r � +. �sOi�r �
� {�') R=f.964.fi4' � "�
; � �=�2o.e3' l�0�'28'04"
r.--so.4z' R=�,964.64'
� .; ca=s az�2s'ao" E L=18.fl4'
� CD=120.79' ,
• T B.02
, � �ALLAS AREA RAPID TRANSIT �'"N $a�2��56" W
� {iNSr. n�o. Zrno-a��ys} CD=1SA4'
° Tha wndersigned. Reg[stered Professional. land
� 9urveyor. hereby certi#Eea that �S1s plat a
� euryey acc:ura#ely aets oa�t tha metes anr
; barnds of the easement tract deacribed.
Professiona!
var �!a 8�79
� Pacheco Koch � "� �` � �'�
DALIJIS. 7X 75208 97Z235.3031
7X tt�A. �IG FltiiA F-14439
. .. 1x f�G S17RVEYIN6 F'�iA 15-141936—
��,► s. a�urw ar sc�ep a�r� .�va �R
qN .iWW 1"a3p' FEB. 2614 3389-1'5.018
— — — --- moP�rmr uroe
-�� pRCPO6EO EA�IT Lp+
— -- oasnKC �p� u�
P.O.B. p«rn oF s�c
P.O.C. P�T aF o�w�c�,G
o �rr �r can"�a
{u�ss o�tw�s� tsoteo)
(c.M.) — c�mou�a ru�u�Nr
- 1
Q� p a LQ7 26
� � � BLOCK 2B
[ ♦ � `-� 5$.16` . .
�I
�O6'13'11"
R=50.00'
L-5.43'
T 2.72"
CB=S 76 35'30� E
:I!Y1�
suN �,a Y
DRI VE
{50' R.aw.)
� '• •q.o�_ ;
� � � �� ��
� �-��es.os'y �' ��):
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o � �Wt'�jl�gT ��t '�
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� �
1fi' SANITARY !�i
- SEWER EASEI�lIEh1T
` 807 SF
(0.019 AC)
1. A metes attd hounds deserl�tlon of ewen
survey date herewith accompanies ihis plcf
af aurvey.
2. Bearir�g syster� for this survey 1� based cn
t�e North Ar�erlccn ba�m of S 983, Texas
Stata Plcna Goordlnate 5ystem. North Central
%xas Zone 4202
�8' $Al�iITARY SEWE� EASEME
TO TIfE ClTY OF DENTON
PAftT flF LOT 1. SLOCK 32
iHE PRFS'ERVE AT PEC/W CREEK SECi�N 1�'j
GlOEO{V WAi.KER $URV�Y. AB5Tit14C[ t�. 1334
G1Y O� DENTON. DENTai�I COIJMY. iE7fIL5
SHE£F 3 OF 3 _ _ . .
�
,� . _ ..� .
�
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bit �� �
� N�
Lot 1, Black 32 of The Preserve at Pecan Creek Section A3, an addidan W the City of
Denton, Denton County, Texas, accarding to ttee amer�ding fina] plat thereof, recotded in
Cabinet V, Page 279 of the Plat Records of Denton County, Texas.