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HomeMy WebLinkAbout20-762Exhibit "A", Property Description –Page 1 EXHIBIT "A" PROPERTY DESCRIPTION TRACT 1 (North Tract): SITUATED in Denton County, Texas in the J. W. Kjellberg Survey, Abstract No. 1610, the James McDonald Survey, Abstract No. 873, the I.W. Byerly Survey, Abstract No. 1458, the J. Dalton Survey, Abstract No. 353, the J. A. Burn Survey, Abstract No. 132, the T. & P. R. R., Abstract No. 1292, the A. C. Madden Survey, Abstract No. 851, the I. N. Hembree Survey, Abstract No. 594, the J. Bacon Survey, Abstract No. 1540, the Wm. Neill Survey, Abstract No. 970, the B. B. B. & C.R.R. Co. Survey, Abstract No. 176, the T. E. Carruth Survey, Abstract 1707, being a Survey of part of the 562.8 acre "First tract", a Survey of the 798.2 acre "Second Tract", a Survey of part of the 640 acre "Third Tract" described in a deed from T. E. Carruth, et al to M. T. Cole, dated December 22, 1931, recorded in Volume 238, Page 410, a Survey of part of the 415 acre tract described in a deed from Rudy Copeland and wife, Mary A. Copeland to M. T. Cole, dated September 26, 1933, recorded in Volume 243, Page 572, both deeds of the Denton County Deed Records, being described by metes and bounds as follows: BEGINNING at an 1/2-inch iron pin found at the Northwest corner of said 798.2 acre tract in the center of Tom Cole Road (East-West asphalt road) and C. Wolfe Road (rock road) from the South; THENCE South 88 degrees 55 minutes 44 seconds East, generally with the center of said Tom Cole Road, 4685.36 feet to an "x" cut in a concrete bridge; THENCE North 89 degrees 43 minutes 13 seconds East, generally with the center of said Tom Cole Road, 2521.29 feet to a 3/4-inch iron pin set in place of a nail found at the Northeast corner of said 798.2 acre tract; THENCE South 00 degrees 23 minutes 40 seconds West, with the East line of said 798.2 acre tract and generally near an old fence, 1865.00 feet to an 1/2-inch iron pin set by a corner post at the East-Southeast corner of said 798.2 acre tract; same being in the North line of said 640 acre tract; THENCE South 88 degrees 52 minutes 00 seconds East, with the North line of said 640 acre tract and generally near an old fence, 1616.90 feet to an 1/2-inch iron pin set near a corner post at the Northwest corner of the 24.73 acre "Tract One" recorded in Volume 871, Page 137; THENCE South 01 degree 07 minutes 58 seconds West, with the West line of said 24.73 acre tract and generally near a fence, 950.05 feet to an 1/2-inch iron pin found at the West-Southwest corner of said 24.73 acre tract; THENCE South 88 degrees 58 minutes 35 seconds East, with a South line of said 24.73 acre tract, 144.97 feet to an 1/2-inch iron pin found at an inside corner of said 24.73 acre tract; EXHIBIT A - METES AND BOUNDS DESCRIPTION OF DISTRICT AREA Exhibit "A", Property Description – Page 2 THENCE South 01 degree 05 minutes 17 seconds West, with a West line of said 24.73 acre tract and with the West line of the 13.89 acre "Tract Two" in said Volume 871, Page 137, 699.86 feet to an 1/2-inch iron pin found at the Southwest corner of said 13.89 acre tract; same being the Northwest corner of the 31.107 acre tract recorded in Clerk's File No. 94-71013; THENCE South 09 degrees 20 minutes 01 second West, with the West line of said 31.107 acre tract, 1010.79 feet to an 1/2-inch iron pin found at the Southwest corner of said 31.107 acre tract; THENCE South 88 degrees 53 minutes 58 seconds East, with the South line of said 31.107 acre tract, 1499.78 feet to an 1/2-inch iron pin found at the Southeast corner of said 31.107 acre tract; THENCE North 07 degrees 10 minutes 06 seconds West, with the East line of said 31.107 acre tract, 1009.80 feet to an 1/2-inch iron pin found at the Northeast corner of said 31.107 acre tract; same being the Southeast corner of said 13.89 acre tract; THENCE North 01 degree 06 minutes 57 seconds East, with the East line of said 13.89 acre tract and an East line of said 24.73 acre tract 699.98 feet to an 1/2-inch iron pin found at an inside corner of said 24.73 acre tract; THENCE South 88 degrees 52 minutes 57 seconds East, with a South line of said 24.73 acre tract, 144.76 feet to an 1/2-inch iron pin found at the East-Southeast corner of said 24.73 acre tract; THENCE North 01 degree 04 minutes 51 seconds East, with the East line of said 24.73 acre tract, 629.19 feet to an 1/2-inch iron pin found at the Northeast corner of said 24.73 acre tract; THENCE North 89 degrees 25 minutes 26 seconds East, with the South line of the Southeast Airport Addition recorded in Volume G, Page 295 of the Denton County Plat Records, 1534.00 feet to an 1/2-inch iron pin found at the Southeast corner of said Airport Addition, in the center of Westcourt Road (North-South asphalt road); THENCE South 00 degrees 38 minutes 25 seconds West, with an East line of said 415 acre tract and generally with the center of said Westcourt Road, 1150.78 feet to a 5/8-inch iron pin found at an inside corner of said 415 acre tract; THENCE North 89 degrees 48 minutes 14 seconds East, generally along Spring Side Road, 870.00 feet to an 1/2-inch iron pin found at the Northwest corner of the 10 acre tract recorded in Volume 971, Page 251; THENCE southerly along the East side of Underwood Road (North-South asphalt road) as follows: South 00 degrees 11 minutes 34 seconds East, 646.53 feet to a 5-inch pipe corner post; Exhibit "A", Property Description – Page 3 South 00 degrees 48 minutes 00 seconds East, generally near a fence for part of the way, 645.16 feet to a 5-inch pipe corner post; South 00 degrees 41 minutes 32 seconds East, 547.42 feet to a 5/8-inch iron pin found at the North-Northwest corner of the 76.768 acre tract recorded in Volume 1166, Page 235; South 00 degrees 00 minutes 11 seconds West, with a West line of said 76.768 acre tract and generally near a wood fence for part of the way, 344.00 feet to an 1/2-inch iron pin set at an inside corner of said 76.768 acre tract; THENCE South 89 degrees 58 minutes 11 seconds West, with a North line of said 76.768 acre tract and crossing said Underwood Road, 125.00 feet to an 1/2-inch iron pin set at the West- Northwest corner of said 76.768 acre tract; THENCE South 00 degrees 15 minutes 42 seconds East, with the West line of said 76.768 acre tract and on the West side of said Underwood Road, passing the Southwest corner of said 76.768 acre tract and continuing in all, 1561.35 feet to an 1/2-inch iron pin found near said Underwood Road; same being the North-Northwest corner of the 96.85 acre tract recorded in Clerk's File No. 98-117450; THENCE South 01 degree 54 minutes 54 seconds West, with a West line of said 96.85 acre tract and generally with said Underwood Road, 1205.51 feet to an one inch iron pin found at the an inside corner of said 96.85 acre tract; same being the Southeast corner of said 415 acre tract; same being where said road turns West; THENCE North 89 degrees 27 minutes 33 seconds West, with the South line of said 415 acre tract and generally with the center of said Underwood Road, 1362.76 feet to an 1/2-inch iron pin set at the East-Southeast corner of the 18.726 acre "Tract II" recorded in Volume 489, Page 551 of the right-of-way of Farm Road No. 2449; THENCE North 00 degrees 28 minutes 37 seconds East, with the East line of said 18.726 acre tract and the right-of-way line of said Farm Road No. 2449, 45.00 feet to an 1/2-inch iron pin set at the Northeast corner of said 18.726 acre tract; THENCE with the North line of said 18.726 acre tract, the North right-of-way line of said Farm Road No. 2449 and generally near a fence as follows: North 89 degrees 31 minutes 23 seconds West, 2944.75 feet to an 1/2-inch iron pin set; South 89 degrees 46 minutes 37 seconds West, 7200.01 feet to an 1/2-inch iron pin set; North 84 degrees 30 minutes 45 seconds West, 100.50 feet to an 1/2-inch iron pin set; South 89 degrees 46 minutes 37 seconds West, 200.00 feet to an 1/2-inch iron pin set; Exhibit "A", Property Description – Page 4 South 84 degrees 03 minutes 59 seconds West, 100.50 feet to an 1/2-inch iron pin set; South 89 degrees 46 minutes 37 seconds West, 678.22 feet to an 1/2-inch iron pin set; North 44 degrees 49 minutes 38 seconds West, 39.98 feet to an 1/2-inch iron pin set at the Northwest corner of said 18.726 acre tract; same being in the East line of said C. Wolfe Road; THENCE North 00 degrees 30 minutes 56 seconds East, with the East line of said C. Wolfe Road and generally near a fence, 1353.53 feet to an 1/2-inch iron pin set; THENCE North 89 degrees 32 minutes 13 seconds West, 17.14 feet to an 1/2-inch iron pin set in the center of said C. Wolfe Road, in the West line of said 798.2 acre tract; THENCE North 00 degrees 32 minutes 15 seconds East, with the West line of said 798.2 acre tract and generally with the center of said C. Wolfe Road, 6972.35 feet to the PLACE OF BEGINNING and containing 2049.00 acres. TRACT 2 (South Tract): SITUATED in Denton County, Texas in the S. Paine Survey, Abstract No. 1035, the M. Paine Survey, Abstract No. 1036, the George West Survey, Abstract No. 1393, the B. B. B. & C.R.R. Co. Survey, Abstract No. 176, the E.N. Oliver Survey, Abstract No. 989, the J. T. Evans Survey, Abstract No. 411, the C. Manchaca Survey, Abstract No. 789, the G. W. Pettingale Survey, Abstract No. 1041, the J. W. Kjellberg Survey, Abstract No. 1610, being a Survey of part of 1.086 acre tract described in a deed from Maurine P. Myers, et al to M. T. Cole Trust NO. 1, recorded in Volume 1018, Page 453, being a Survey of part of the 562.8 acre "First tract" described in a deed from T. E. Carruth, et al to M. T. Cole, dated December 22, 1931, recorded in Volume 238, Page 410, a Survey of the 640 acre tract described in a Deed from T. E. Carruth, et al to M. T. Cole, dated January 4, 1935, recorded in Volume 250, Page 121, a Survey of the 429-3/4 acre tract described in a deed from T. E. Carruth, et al to M. T. Cole, dated March 28, 1936, recorded in Volume 256, Page 285, all Deeds of the Denton County Deed Records, being described by metes and bounds as follows: BEGINNING at an 1/2-inch iron pin set in a broke off Bois d'arc corner post at the Southwest corner of said 640 acre tract; same being in the East line of the 320.350 acre tract recorded in Clerk's File No. 99-67258; THENCE North 00 degrees 35 minutes 15 seconds East, with the East line of said 320.350 acre tract and generally near a fence, 3057.12 feet to a 5/8-inch iron pin found at the Northeast corner of said 320.350 acre tract; THENCE North 89 degrees 23 minutes 04 seconds West, with the North line of said 320.350 acre tract, 153.52 feet to an 1/2-inch iron pin set in the West line of said 1.086 acre tract; same being on the East side of H. Lively Road (rock road); Exhibit "A", Property Description – Page 5 THENCE northerly with the East side of said H. Lively Road, with the West line of said 1.086 acre tract and generally near a fence as follows: North 49 degrees 11 minutes 19 seconds East, 31.80 feet to an 1/2-inch iron pin set; North 06 degrees 29 minutes 42 seconds East, 103.71 feet to an 1/2-inch iron pin set; North 07 degrees 48 minutes 12 seconds East, 90.24 feet to an 1/2-inch iron pin set; North 19 degrees 36 minutes 29 seconds East, 83.19 feet to an 1/2-inch iron pin set; North 17 degrees 17 minutes 59 seconds East, 221.61 feet to an 1/2-inch iron pin set at the Northwest corner of said 1.086 acre tract; THENCE South 89 degrees 52 minutes 01 second East, with the North line of said 1.086 acre tract, 17.07 feet to an 1/2-inch iron pin found at the Northeast corner of said 1.086 acre tract; same being in the East line of the 160.939 acre tract recorded in Volume 1300, Page 933; THENCE northerly with the East line of said 160.939 acre tract, the East side of said H. Lively Road and generally near a fence as follows: North 00 degrees 48 minutes 45 seconds East, 72.34 feet to an 1/2-inch iron pin found; North 00 degrees 23 minutes 31 seconds East, 2695.55 feet to an 1/2-inch iron pin set in the South right-of-way line of Farm Road No. 2449; THENCE easterly with the South right-of-way line of said Farm Road No. 2449 and generally near a fence as follows: North 45 degrees 10 minutes 52 seconds East, 41.58 feet to an 1/2-inch iron pin set; North 89 degrees 46 minutes 37 seconds East, 679.48 feet to an 1/2-inch iron pin set; South 84 degrees 30 minutes 45 seconds East, 100.50 feet to an 1/2-inch iron pin set; North 89 degrees 46 minutes 37 seconds East, 200.00 feet to an 60d nail set in top of a wood right-of-way marker; North 84 degrees 03 minutes 59 seconds East, 100.50 feet to an 1/2-inch iron pin set; North 89 degrees 46 minutes 37 seconds East, 1462.48 feet to an 1/2-inch iron pin found at the Northwest corner of the 18.28 acre tract recorded in Volume 5, Page 709 of the Lis Pendens records of Denton County, Texas Exhibit "A", Property Description – Page 6 THENCE South 00 degrees 16 minutes 13 seconds East, with an West line of said 18.28 acre tract and generally near a fence 711.07 feet to an 1/2-inch iron pin found by a corner post at the Southwest corner of said 18.28 acre tract; THENCE North 89 degrees 45 minutes 23 seconds East, with the South line of said 18.28 acre tract and generally near a fence, 1119.68 feet to an 1/2-inch iron pin found by a corner post at the Southeast corner of said 18.28 acre tract; THENCE North 00 degrees 12 minutes 56 seconds West, with the East line of said 18.28 acre tract and generally near a fence, 710.67 feet to an 1/2-inch iron pin set at the Northeast corner of said 18.28 acre tract, in the South right-of-way line of said Farm Road No. 2449; THENCE North 89 degrees 46 minutes 37 seconds East, with the North right-of-way line of said Farm Road No. 2449 and generally near a fence, 4616.62 feet to an 1/2-inch iron pin set in an East line of said 562.8 acre tract; THENCE South 00 degrees 09 minutes 33 seconds West, with an East line of said 562.8 acre tract and generally with the center of a rock road 1652.60 feet to an 1/2-inch iron pin set at the South-Southeast corner of said 562.8 acre tract, where said road turns to the West; THENCE North 89 degrees 28 minutes 35 seconds West, with the South line of said 562.8 acre tract and generally with the center of said rock road, 254.68 feet to an 1/2-inch iron pin set in place of a 60d nail found at the North-Northeast corner of said 429-3/4 acre tract; THENCE South 00 degrees 24 minutes 30 seconds West, with an East line of said 429-3/4 acre tract and generally near an old fence, 2169.07 feet to a Bois d'arc corner post found at the inside corner of said 429-3/4 acre tract; THENCE South 89 degrees 56 minutes 06 seconds East, with a North line of said 429-3/4 acre tract and generally near the evidence of an old fence, passing an 1/2-inch iron pin set by a corner post at 3125.59 feet and continuing in all, 3151.06 feet to a point on the West edge of John Paine Road (North-South rock road); same being in a West line of the 2329.49 acre tract recorded in Clerk's File No. 98-117450; THENCE South 00 degrees 33 minutes 24 seconds West, with a West line of said 2329.49 acre tract and with the West edge of said John Paine Road, 2545.07 feet to an 1/2-inch iron pin found at the Southeast corner of said 429-3/4 acre tract and an inside corner of said 2329.49 acre tract; THENCE North 89 degrees 47 minutes 59 seconds West, with the South line of said 429-3/4 acre tract, a North line of said 2329.49 acre tract and generally near an old fence, 5406.60 feet to a Bois d'arc corner post found at the Southwest corner of said 429-3/4 acre tract and a Northwest corner of said 2329.49 acre tract; THENCE South 01 degree 59 minutes 48 seconds West, with a West line of said 2329.49 acre tract and generally near a fence, 92.25 feet to a Bois d'arc corner post found at an inside corner of Exhibit "A", Property Description – Page 7 said 2329.49 acre tract and the Southeast corner of said 640 acre tract; an one inch iron pipe found bears South 87 degrees 45 minutes 56 seconds East, 3.46 feet; THENCE North 89 degrees 30 minutes 24 seconds West, with the South line of said 640 acre tract, a North line of said 2329.49 acre tract and generally near an old fence for most of the way, 5806.65 feet to the PLACE OF BEGINNING and containing 1357.12 acres. SAVE AND EXCEPT THE FOLLOWING TRACTS OF LAND: Except Tract 1 (Episcopal Diocese Site): 22.18748 acres of land situated in Denton County, Texas, in the George West Survey, Abstract No. 1393 and the G.W. Pettingale Survey, Abstract No. 1041, being more particularly described in that certain Special Warranty Deed from SLF II Cole Property, L.P. to Corporation of the Episcopal Diocese of Dallas dated to be effective as of February 29, 2008 and recorded on March 4, 2008 as Instrument No. 2008-22241 in the Real Property Records of Denton County, Texas. Except Tract 2 (Aldi Site): 184.812 acres of land situated in Denton County, Texas, in the William Neill Survey, Abstract No. 970, the John Bacon Survey, Abstract No. 1540, the Isaac N. Hambree Survey, Abstract No. 594, the Jeremiah Dalton Survey, Abstract No. 353 and the J.W. Kjellberg Survey, Abstract No. 1610, being more particularly described in that certain Special Warranty Deed from SLF II Cole Property, L.P. to Aldi (Texas) L.L.C. dated to be effective as of May 8, 2008 and recorded on May 8, 2008 as Instrument No. 2008-50360 in the Real Property Records of Denton County, Texas. Except Tract 3 (Denton County ROW Site): 0.247 acre of land situated in Denton County, Texas, in the Jeremiah Dalton Survey, Abstract No. 353, being more particularly described in that certain Donation Deed from SLF II Cole Property, L.P. to Denton County, Texas dated to be effective as of September 1, 2010 and recorded on October 26, 2010 as Instrument No. 2010-107113 in the Real Property Records of Denton County, Texas, and recorded again on July 25, 2011 as Instrument No. 2011-68617 in the Real Property Records of Denton County, Texas. Except Tract 4 (City of Denton Airport Site): 29.444 acres of land, situated in the J. McDonald Survey, A-873, Denton County, Texas, and being more particularly described in that certain Special Warranty Deed from SLF II Cole Property, L.P. to the City of Denton, Texas dated to be effective as of December 27, 2016 and recorded on December 29, 2016 as Instrument No. 163835 in the Real Property Records of Denton County, Texas. 1 CONSERVATION EASEMENT This Conservation Easement is by and between Petrus Investment, LP (“Grantor”), and the City of Denton, a Texas home-rule municipal corporation (“Grantee”) and is effective upon recording in the real property records of Denton County, Texas (“Effective Date”). Recitals: 1. Grantor is the record owner of fee simple title to a certain parcel of real property consisting of 29.125 acres located and situated in Denton County, Texas and more particularly described in attached Exhibit “A” (the “Property”). 2. Grantee is qualified to hold a conservation easement as it is an entity empowered to hold an interest in real property under the laws of the State of Texas. 3. The preservation of the Property is desirable as the Property has significant historical, environmental, and scenic value to the parties. 4. It is the intent of this Conservation Easement to assure that the Property will be retained and maintained perpetually in its natural vegetative and hydrologic condition in accordance with both the terms of this Conservation Easement and the conditions documented in the Baseline Documentation Report (“BDR”) in the attached Exhibit “B”. 5. The purpose of the Conservation Easement includes the following (the “Purposes” or “Conservation Values”), subject to Grantor’s Reserved Rights: A. retaining or protecting natural, scenic, or open-space aspects of the Property; B. ensuring the availability of the Property for trail use by the public; C. protecting natural resources; D. maintaining or enhancing air and water quality; E. maintaining areas of scenic and historical significance; and F. maintaining the Property as documented in the BDR. 6. The following Exhibits are attached to this Conservation Easement and incorporated by reference: A. Exhibit A - Legal Description of the Property; and B. Exhibit B - Baseline Documentation Report. Witnesseth: NOW THEREFORE, for good and valuable consideration from Grantee, the receipt and legal sufficiency of which are acknowledged by Grantor, and in consideration of the covenants, mutual agreements and conditions herein contained, Grantor has TRANSFERRED, BARGAINED, GRANTED, SOLD, CONVEYED, ASSIGNED, SET OVER and DELIVERED, and by these presents does TRANSFER, BARGAIN, GRANT, SELL, and CONVEY, to Grantee a conservation easement on, over, under, across, along and EXHIBIT B - FORM OF CONSERVATION EASEMENT 2 through the Property on the terms set forth herein, together with all other rights reasonably necessary or desirable to accomplish the Purposes and the rights granted under this Conservation Easement, subject to the following terms, reservations, covenants, limitations and exceptions: 1. Duration of Easement. The Conservation Easement shall be perpetual. The Conservation Easement is an easement in gross, runs with the land, and is enforceable by Grantee against Grantor, and Grantor’s successors, assigns, lessees, agents, and licensees. 2. Property Description. The metes and bounds legal description of the Property are set forth in Exhibit “A” and incorporated herein by reference. 3. Present Condition of the Property. Subject to Grantor’s Reserved Rights, neither Grantor, its agents, assigns, successors, or personal representatives, nor any purchasers, lessees may violate the terms or Purposes of the Conservation Easement. The conditions of the Property are described in the BDR, prepared in accordance with Land Trust Accreditation Commission Guidelines and Land Trust Standards and Practices 11B, attached hereto as Exhibit “B”, prepared by Grantor and acknowledged by the parties to be complete and accurate as of the date hereof. Both the parties have copies of the BDR. The BDR will be used by the parties to assure that any future changes in the use of the Property will be consistent with the terms of this Conservation Easement. However, the BDR is not intended to preclude the use of other evidence to establish the present condition of the Property if there is a controversy over its use. 4. Prohibited Activities. Any activity on, or use of, the Property in violation of the terms and Purpose of the Conservation Easement is prohibited. The Property shall be preserved as documented in the BDR and is restricted from any development that would violate the Purposes of the Conservation Easement. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited, restricted, or reserved as indicated hereunder: A. Vegetation: Except for the below, there shall be no clear-cutting of trees on the Property. Grantor may remove diseased, invasive or non-native trees, shrubs, or plants; cut and mow firebreaks and existing road rights-of-way; and remove trees, shrubs, or plants to accommodate maintenance of permitted improvements, including trails or other uses expressly permitted under the terms of this Conservation Easement. Grantor may remove potentially invasive plants from the Property for habitat management purposes consistent with the intent of this Conservation Easement. Except as necessary for activities expressly permitted in this Conservation Easement and with written permission from Grantee, there shall be no farming on the Property. B. Uses: No plowing, residential or industrial activity shall be conducted upon the Property. There shall be no storing or dumping of soil, trash, ashes, garbage, waste, abandoned vehicles, appliances, machinery, or hazardous substances, or toxic or hazardous waste, or any placement of underground or aboveground storage tanks or other materials on the Property that may negatively impact or be detrimental to the Property or to the surface or subsurface waters of the Property. C. Subdivision: The Property may be further divided, subdivided, or partitioned but all such property shall remain subject to the terms of the Conservation Easement perpetually. 3 D. Topography: There shall be no change in the topography of the Property. There shall be no surface mining, filling, excavating, grading, dredging, mining or drilling upon the Property, and there shall be no removing of topsoil, peat, sand, gravel, rock, minerals or other materials from the Property except to construct and maintain permeable surface trails and walkways using natural materials, or restore natural topography or drainage patterns. E. Soil or Water Degradation: There shall be no use of, or the conducting of any activity on, the Property that causes or is likely to cause significant and destructive soil erosion, depletion or pollution of, or siltation on, any surface or subsurface waters of the Property, and there shall be no change to streams on the Property in any manner. There shall be no diking, draining, dredging, channeling, filling, leveling, pumping, impounding, of surface waters. F. Construction: There shall be no constructing or placing of any building, mobile home, asphalt or concrete pavement, billboard or other advertising display, antenna (including, but not limited to, cell, mobile, or otherwise), utility pole, tower, conduit, line, or any other temporary or permanent structure or facility or any other man-made structures on the Property except in connection with the construction, repair, maintenance, or replacement (but not expansion) of the permitted trails and any structures and other improvements located on the Property as of the Effective Date of this Conservation Easement. Grantor shall have the right to maintain, renovate, and repair existing buildings, structures, fences, pens, wells, dams and reservoirs, utilities, soft-surface roads, and other improvements, and in the event of their destruction, to reconstruct any such existing improvement with another of similar size, function, capacity, location, and material. G. Roads: There shall be no construction of roads or concrete sidewalks on the Property; nor any enlargement, widening, improvement or modification to any existing roads, on the Property. Maintenance of existing roads shall be limited to removal of dead vegetation, necessary pruning, drainage improvement or removal of obstructing trees and plants, and/or application of permeable materials (e.g., sand, gravel, and crushed stone) as necessary to correct or prevent erosion. Construction and maintenance of permeable surface trails or walkways using natural materials by Grantor is allowed. H. Waters: There shall be no polluting, altering, manipulating, depleting or extracting of surface (including, but not limited to, ponds, creeks or other water courses) or any other water bodies on the Property, and there shall be no conducting or (to the extent in Grantor’s control) allowing any entity or person to conduct activities on the Property that would be detrimental to water purity or that alter the natural water level or flow in or over the Property (including, but not limited to, damming, dredging or construction in any free flowing water body, nor any manipulation or alteration of natural water courses, fresh water lake and pond shores, marshes or other water bodies). I. Vehicles: Use of vehicles shall be limited to access to the site for monitoring, maintenance, fire protection/emergency action, construction of approved permeable trails or other approved activities. Off road vehicular access is expressly prohibited. J. Easements: There shall be no granting or conveying of any easements on, over, under, across, along or through the Property, including, but not limited to, access easements and 4 utility easements conveyed by separate instruments after the Effective Date, other than the following conveyances: I. Grantee has the right of pedestrian ingress and egress to and from, and access on, across, along, and through the Property to access the Property to take such actions which are consistent with the Conservation Easement; and II. The public shall have the right of pedestrian ingress and egress to and from, and access on, across, along, and through the Property on the permeable trails after the same have been completed and such public access will be limited only to the permeable trails. The parties have the option to further document the public’s right of access to the permeable trails at a later date. K. Mineral Extraction. There shall be no exploration, development, production, extraction, or transportation of oil, gas or other mineral substances (whether such other mineral substances be part of the mineral estate or part of the surface estate) on, from, or across the Property (“Mineral Activities”) except in accordance with this Section provided, however, that this Section does not apply to water, which is addressed elsewh ere in this Conservation Easement. I. No Surface Mining. Grantor shall not conduct surface mining by any surface mining methods, including, without limitation, the mining of gravel, sand or caliche. II. No Surface Use. Grantor has the associated rights and retains its interests, if any, in all oil, gas and other mineral substances (whether such other mineral substances be part of the mineral estate or part of the surface estate) in and under the Property; provided, however, it is understood and agreed that, in conducting any Mineral Activities on the Property, Grantor shall not use or occupy any portion of the surface estate of the Property and shall not place any facilities, fixtures, equipment, building, structures, pipelines, rights of way or personal property of any kind or nature whatsoever on the surface of the Property or in the subsurface within the depth interval of 1000 feet below the surface of the Property or on or in any portion thereof. Grantor agrees that all Mineral Activities shall be conducted by directional or horizontal drilling below said subsurface interval from a surface location off the Property, and Grantor hereby waives any rights whatsoever to the use of the surface and said subsurface interval of the Property in connection with any Mineral Activities on the Property. Notwithstanding anything above to the contrary, Grantor shall not be prohibited from conducting exploratory activities that are non-invasive, do not otherwise damage or negatively impact the watersheds or aquifer, and do not significantly impair or interfere with the Conservation Values. To the extent Grantor elects to explore for or extract or exploit any oil, gas or other minerals in or under the Property from a surf ace location off the Property. Grantor shall use reasonable efforts to minimize any damage or other negative impact on the watersheds or aquifer underlying the Property by such activity. L. Signage: Construction or placement of any signs, billboards, or other advertising displays on the Property is not permitted, except that signs whose placement, number, and design do not significantly diminish the scenic character of the Property may be placed to state the name 5 and address of the Property for purposes of identifying a trail to advertise or regulate permitted on-site activities, to post the Property to control unauthorized entry or use, or to identify the property as being protected by this Conservation Easement. M. Dumping: There shall be no dumping or storing of any material, such as trash, wastes, ashes, sewage, garbage, scrap material, sediment discharges, oil and petroleum by- products, leached compounds, toxic materials or fumes, or any “hazardous substances” (as hereinafter defined). For the purposes of this paragraph, the phrase “hazardous substances” shall be defined as in the federal Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. 9601 et seq.) and/or a substance whose manufacture, processing, distribution in commerce, use, possession, or disposal is banned, prohibited, or limited pursuant to the federal Toxic Substances Control Act (15 U.S.C. 2601 et seq.). N. Hunting. Hunting is not allowed on the Property once the pub lic has access to the permeable trails. O. Other Prohibitions: Any other use of, or activity on, the Property which harms the Conservation Easement granted herein. 5. Rights Reserved to Grantor. A. Existing Uses. The Grantor expressly reserves for itself, its successors and assigns, the right of access to and the right of continued use of the Property for all purposes not prohibited by this Conservation Easement, including, but not limited to, the right to quiet enjoyment of the Property, the rights of ingress and egress with respect to the Property, the right to fence the Property and to prohibit public access thereto, except as otherwise provided herein, and the right to sell, transfer, gift or otherwise convey the Property, in whole or in part, provided such sale, transfer, or gift conveyance is subject to the terms of, and shall specifically reference, the Conservation Easement. Except as may be expressly provided otherwise in this Conservation Easement, this Conservation Easement shall not in any way limit, restrict or in any way affect any property of Grantor other than the Property, including without limitation, any property adjacent to, surrounding or near the Property. The rights conveyed by this Conservation Easement do not constitute a conveyance of a fee interest in th e Property, nor of any of the mineral rights or water rights therein and thereunder. The rights retained by Grantor as set forth in this Section 5 are referred to hereinafter as the “Reserved Rights”. B. Construction, Maintenance, and Access to Trails. Grantor has the right to construct and maintain permeable trails made of natural materials on the Property. The location of the trails is at the sole discretion of Grantor. Grantor agrees to cooperate with Grantee on location of the permeable trails to allow Grantee to maintain a comprehensive trail system in and around the Property. C. Transfer. The right to sell, give, mortgage, lease or otherw ise convey the Property, provided such conveyance is subject to the terms of this Conservation Easement. D. Diseased Trees and Firebreaks. The right to cut, trench, and remove damaged or diseased trees, shrubs, or plants and to cut firebreaks, as required in exigent circumstances. E. Animal and Game Management and Hunting. 6 i. The right to manage animals and game on the Property, strictly in accordance with applicable city ordinances, game laws and sound wildlife management practices. The use of firearms by Grantor is allowed for this purpose. ii. The right to hunt on the Property until the public has access to the permeable trails. Any such hunting shall be conducted strictly in accordance with Grantee’s ordinances and state law. F. Farming and Planting. The right to use existing pastures and grasslands used for grazing, plant such trees, shrubs or grasses on the Property as Grantor may desire from time to time. Consistent with the terms of this Conservation Easement, Grantor shall have the right to maintain, restore and enhance native plant and wildlife habitat, consistent with best management practices and all applicable laws and regulations governing such practices. G. Livestock. The right to run cattle and horses on the Property. In no event shall the Property be over-grazed. Land is to remain fenced to prevent external cattle and livestock from entering the Property. With the exception of dogs and livestock, there shall be no domestic cats or intentional introduction of exotic wildlife or potentially invasive species on the Property. Livestock introduction is prohibited except as authorized herein. H. Restoration. The right to restore damage caused by natural disasters such as drought, flooding, tornados and fire, to dredge waterways of debris and silt/gravel deposits caused by flooding, to restore soil levels and contours and replace shrubs and trees lost to natural occurrences or disasters with like or improved species. If such damage results in the loss of topsoil, Grantor shall have the right to remove topsoil from other areas of the Property to restore the damage caused by the natural disaster. I. Erosion Control. The right to control erosion by the plantin g of grasses or by other means not inconsistent with the purposes of this Conservation Easement. J. Composting, Burning, and Storing of Plant Material. The right to compost, burn (including controlled burning of fields and pastures) or store plant material and vegetative waste generated by permitted activities and uses and the right to store customary waste generated on the Property by permitted activities and uses. K. Leasing. The right to lease all or a portion of the Property for any use permitted under this Conservation Easement, including hunting as limited herein. L. Other Vegetation. Grantor expressly reserves the right to plant, cultivate and maintain, as may be reasonably necessary, various trees, vines, shrubs, grasses, and similar vegetation on any portion of the Property currently utilized as grassland or pastureland. M. Compliance with Zoning and Agreements. Grantor expressly reserves the right to use and improve the Property as necessary to comply with the requirements of any zoning ordinance applicable to the Property, any agreement between Grantor and the City of Denton, and any agreement between Hunter Ranch Improvement District No. 1 of Denton County, Texas and the City of Denton. 7 6. Rights of Grantee. Grantee or its authorized representatives, shall have the right to enter the Property at reasonable times upon notice for the purpose of inspecting the Property to determine if the Grantor or any of its successors and assigns is complying with the terms, conditions, restrictions, and Purposes of the Conservation Easement. 7. Liens and Taxes. Grantor shall keep the Property free of any and all liens, including, without limitation, liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of whatever description levied on or assessed against the Property by competent authority and shall upon written request by Grantee furnish Grantee with satisfactory evidence of payment. 8. Enforcement. In the event of a breach of this Conservation Easement by Grantor, the Grantee, any third-party or any third-party working for or under the direction of Grantor or the Grantee, the Parties shall be notified immediately. Grantor shall have thirty (30) days after receipt of such notice to undertake actions that are reasonably calculated to correct the conditions constituting the breach. If the conditions constituting the breach are corrected in a timely and reasonable manner, no further action shall be warranted or authorized. If the conditions constituting the breach are such that more than thirty (30) days are required to cure the breach, Grantor shall not be in default hereunder if Grantor undertakes the cure of such breach during the thirty (30) day period following notice of the breach and diligently pursues the cure of the breach to completion. If Grantor fails to initiate such corrective action within thirty (30) days or fails to complete the necessary corrective action, the Grantee may enforce the Conservation Easement by appropriate legal proceedings, including an action for damages, injunctive and other relief after mediating the dispute. Notwithstanding the foregoing, the Grantee reserves the immediate right, without notice, to obtain a temporary restraining order, injunctive relief or other appropriate relief if the breach of any provision of the Conservation Easement is materially impairing or would irreversibly or otherwise materially impair the benefits to be derived from the Conservation Easement. Grantor and the Grantee acknowledge that under such circumstances, damage to the Grantee would be irreparable and remedies at law will be inadequate. The rights and remedies of the Grantee provided hereunder shall be in addition to, and not in lieu of, all other rights and remedies available to Grantee in connection with the Conservation Easement. Any forbearance or failure on the part of the Grantee to exercise its rights in the event of a violation shall not be deemed or construed to be a waiver of Grantee’s rights hereunder. Nor shall forbearance or failure to enforce any covenant or provision hereof discharge or invalidate such covenant or provision or any other covenant, condition, or provision hereof or affect the right to the Grantee to enforce the same in the event of a subsequent breach or default. Nothing contained in this Conservation Easement shall be construed to entitle the Grantee to bring any action against Grantor for any injury to or change in the Property, or for any violation of any covenant or provision of this Conservation Easement, resulting from any prudent action taken in good faith by Grantor under emergency conditions to prevent, abate, or mitigate significant injury to life, damage to property or harm to the Property resulting from any of such causes. Grantor shall not be responsible for, or required to, remediate any conditions or damage not caused by Grantor, including damage caused by the public or other third parties. Except in the case of an emergency, neither party shall take any action to institute a legal proceeding until the parties have conducted a full day mediation with a mutually acceptable mediator in Dallas, Denton, or Tarrant County. 9. Duration. The burdens of this Conservation Easement shall run with the Property and shall be enforceable against Grantor and all future interests in and to the Property in perpetuity. Grantor agrees 8 that the future transfer or conveyance of any interest in or to the Property shall always be subject and subordinate to the terms, conditions, restrictions and purposes of the Conservation Easement and a reference to this Conservation Easement shall be included in each instrument of transfer or conveyance of any interest in or to the Property from and after the Effective Date. 10. Construction and Maintenance of Permeable Trails. A. Grantor shall construct permeable trails in and through the Property for use by the public and the same shall be completed within twelve (12) months after final plats on fifty (50) percent or more of the property adjoining the Property have been filed in the Real Property Records, Denton County, Texas. Grantor will cooperate with Grantee regarding the location of the trailheads for the permeable trails. B. Grantor shall be responsible for the maintaining the permeable trails it constructs in and through the Property. 11. General Provisions. A. Notices. Any notice, request for approval, or other communication required under this Conservation Easement shall be sent by registered or certified mail, postage prepaid, to the following addresses (or such address as may be hereafter specified by notice pursuant to this paragraph): To Grantor: To Grantee: B. Severability. In the event any provision of this Conservation Easement is determined by the appropriate court to be void and unenforceable, all remaining terms shall remain valid and binding. C. Conservation Easement Binding. The terms, covenants, and conditions of this Conservation Easement shall be binding upon and shall inure to the benefit of Grantor, Grantee and their respective executors, administrators, heirs, legal representatives, successors and assigns. Notwithstanding the foregoing, Grantee may assign (i) this Conservation Easement, or (ii) any rights or interests in this Conservation Easement, with the prior written approval of Grantor which shall not be unreasonably withheld. D. Warranty. Grantor warrants, covenants, and represents that it owns the Property in fee simple, and that Grantor either owns all interests in the Property which may be impaired by the granting of the Conservation Easement or that there are no outstanding mortgages, tax liens, encumbrances, or other interests in the Property which have not been expressly subordinated to the Conservation Easement. E. Subsequent Transfers. Grantor agrees to incorporate the terms of this Conservation Easement by reference in any deed or other legal instrument that transfers any interest in all or any portion of the Property. Grantor agrees to provide written notice of any transfer at least thirty (30) days prior to the date of the transfer. The parties agree that the terms of the Conservation Easement shall survive any merger of the fee and easement interests in the 9 Property or any portion thereof and shall not be amended, modified or terminated without the prior written consent and approval of the parties. F. Assignment or Transfer. The parties recognize and agree that the benefits of the Conservation Easement are in gross and assignable by the Grantee upon notice and consent by Grantor; provided, however, that the Grantee hereby covenants and agrees, that in the event it transfers or assigns the Conservation Easement, the organization receiving the interest will be a qualified holder under state law acceptable to Grantor. The Grantee further covenants and agrees that the terms of the transfer or assignment will be such that the transferee or assignee will be required to continue in perpetuity the conservation purposes described in this Conservation Easement. G. Obligations of Ownership. Grantee shall not be responsible for any costs or liability of any kind related to the ownership, operation, insurance, upkeep, or maintenance of the Property, except as expressly provided herein. Nothing herein shall relieve the Grantor of the obligation to comply with any federal, state, or local laws, regulations and permits that may apply to the Property in connection with the exercise by Grantor of the Reserved Rights. H. Extinguishment. If changed conditions render impossible the continued use of the Property for the conservation purposes as contemplated by this Conservation Easement, the Conservation Easement may only be extinguished, in whole or in part, by judicial proceeding in any court of competent jurisdiction. I. Eminent Domain. Whenever all or any part of the Property is taken in the exercise of eminent domain to substantially abrogate the restrictions imposed by this Conservation Easement, the parties shall join in appropriate actions at the time of such taking to recover the full value of the taking, and all incidental and direct damages due to the taking. J. Proceeds. The Conservation Easement constitutes a real property interest immediately vested in Grantee. If all or a portion of the Property is sold, exchanged, or involuntarily converted following an extinguishment of all or any portion of the Conservation Easement, or following the exercise of eminent domain, Grantee shall be entitled to the fair market value of the Conservation Easement. The parties stipulate that the fair market value of the Conservation Easement shall be determined by multiplying the fair market value of the Property unencumbered by the Conservation Easement by the ratio of the value of the Conservation Easement as of the Effective Date to the value of the Property (without deduction for the value of the Conservation Easement) at the time of this grant. The values as of the Effective Date and as referenced in this Section 9(l) shall be the values used, or which would have been used, to calculate a deduction for federal income tax purposes, pursuant to Section 170(h) of the Internal Revenue Code of 1986, as amended (whether eligible or ineligible for such a deduction). Grantee shall use its share of any proceeds in a manner consistent with the purposes of the Conservation Easement. K. Failure of Grantee. If at any time Grantee is unable or fails to enforce the Conservation Easement, or if Grantee ceases to be a qualified grantee, and if within a reasonable period of time after the occurrence of any of such events, Grantee fails to make an assignment of its interest pursuant to the Conservation Easement, then Grantee’s interest shall become vested 10 in another qualified grantee in accordance with and as provided by an appropriate and final, non- appealable proceeding in a court of competent jurisdiction to which Grantor is a party. L. Amendment. This Conservation Easement granted herein may be amended, but only in a writing signed by the Parties hereto; provided, however, that such amendment does not affect the qualification of the Conservation Easement or the status of the Grantee under any applicable laws, is consistent with the conservation purposes of this Conservation Easement granted herein. M. Statutory Conservation Easement. The parties expressly agree and understand that this Conservation Easement is created under, and will be interpreted according to, Chapter 183 (Conservation Easements) of the Texas Natural Resources Code. N. Re-recording. The Grantee is authorized to record or file any notices or instruments appropriate to assuring the perpetual enforceability of this Conservation Easement and Grantee may re-record this instrument at any time as may be required to preserve its rights in this Easement. O. Captions. The captions herein have been inserted solely for convenience of reference and are not a part of this Conservation Easement and shall have no effect upon construction or interpretation. P. Counterparts. The parties may execute this instrument in two or more counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be deemed an original instrument as against any party who has sign ed it. In the event of any disparity between the counterparts produced, the recorded counterpart shall be controlling. Q. Reasonableness Standard. The parties shall follow a reasonableness standard and shall use their best efforts to make any determinations that are necessary or are contemplated to be made by them either separately or jointly under this Easement in a timely manner and shall cooperate with one another and shall take all other reasonable action suitable to that end. R. Controlling Law. The interpretation and performance of this Easement shall be governed by the laws of the State of Texas. S. Venue. The parties acknowledge and agree that any and all disputes arising out of, or relating to, this Conservation Easement will be brought, heard, and determined exclusively in Denton County, Texas. Both parties consent to venue in such courts and waive and relinquish any right to assert that any action instituted by the other par ty in any such court is in the improper venue or should be transferred to a more convenient forum. T. Further Assurances; Cooperation. After the Effective Date, the parties shall each execute and deliver such documents and take such other actions as shall be necessary to carry out the Purposes of the Conservation Easement. Each party covenants and warrants that it shall, whenever and as often as it shall be reasonably requested to do so by the other party to the Conservation Easement, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all such further documents and instruments as may be 11 necessary and proper in order to effectuate the intent and purposes of the Conservation Easement. U. Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Conservation Easement and supersedes all prior discussions, negotiations, understandings, or agreements relating to the Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment that complies with paragraph L. V. Effective Date. The parties intend that these restrictions take effect on the day and year this Easement is recorded in the Denton County Official Records. TO HAVE AND TO HOLD the Conservation Easement for the purposes herein described, subject, however, to the matters herein set forth and to all matters of record with respect to the Property, unto Grantee, its successors and assigns, forever; and Grantor does hereby bind itself, its successors and assigns to warrant and defend the Conservation Easement and the rights granted herein, unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof by, through or under Grantor, but not otherwise. [SIGNATURES TO FOLLOW ON NEXT PAGE] 12 IN WITNESS WHEREOF, the Grantor and Grantee have executed this document on the dates listed below. PETRUS INVESTMENT, L.P. , Grantor a Texas limited partnership By: PMC Management, L.P., a Texas limited partnership, its general partner By: Hillwood Development Company, LLC, a Texas limited liability company, its general partner By: Name: Title: STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on March ___, 2020 by ___________________, ______________ on behalf of Hillwood Development Company, LLC. as General Partner of PMC Management, L.P., general partner of Grantor Petrus Investment, L.P. Notary Public, State of Texas My Commission Expires: ____________________ 13 CITY OF DENTON, Grantee By: T Todd Hileman, City Manager, under the authority of Ordinance No. 20-_____________. ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO FORM: AARON LEAL, CITY ATTORNEY EXHIBIT A LEGAL DESCRIPTION Peloton Job No. HWR18008 Tracking No. TBD ALLIANCE February 26, 2020 C:\USERS\CHAMILTON\DESKTOP\HWR18008_EA1.DOCX Page 1 of 4 DESCRIPTION OF A CONSERVATION EASEMENT Being a tract of land situated in the J. Taft Survey, Abstract Number 1269, Denton County, Texas and being a portion of that certain tract of land described by deed to Petrus Investment, L.P. in Document Number 1998-117450, Real Property Records, Denton County, Texas and being more particularly described by metes and bounds as follows: COMMENCING at a THENCE to the POINT OF BEGINNING; THENCE S 70°57’05”E, 118.23 feet; THENCE S 51°44’43”E, 86.75 feet; THENCE S 26°37’29”W, 62.16 feet; THENCE S 37°44’57”W, 91.64 feet; THENCE S 18°27’31”E, 32.27 feet; THENCE S 09°23’50”E, 29.68 feet; THENCE S 58°04’09”E, 50.51 feet; THENCE S 02°18’41”W, 28.16 feet; THENCE S 85°20’44”E, 70.16 feet; THENCE N 50°43’50”E, 62.90 feet; THENCE S 74°35’19”E, 72.93 feet; THENCE S 81°28’52”E, 165.40 feet; THENCE S 52°39’23”E, 101.75 feet; THENCE S 21°13’25”W, 125.90 feet; THENCE S 34°12’54”E, 66.23 feet; THENCE S 62°19’08”E, 182.38 feet; THENCE S 37°29’36”E, 172.11 feet; Peloton Job No. HWR18008 Tracking No. TBD ALLIANCE February 26, 2020 C:\USERS\CHAMILTON\DESKTOP\HWR18008_EA1.DOCX Page 2 of 4 THENCE S 64°27’00”E, 71.11 feet; THENCE S 22°45’39”W, 36.56 feet; THENCE S 42°51’12”E, 41.54 feet; THENCE S 09°59’58”E, 154.54 feet; THENCE S 51°57’34”E, 26.46 feet; THENCE S 12°17’23”E, 32.62 feet; THENCE S 12°06’25”W, 37.91 feet; THENCE S 66°41’15”W, 36.38 feet; THENCE N 88°46’55”W, 40.67 feet; THENCE S 20°24’21”W, 206.25 feet; THENCE S 80°30’36”W, 45.66 feet; THENCE S 62°19’53”W, 56.59 feet; THENCE S 50°19’55”W, 185.32 feet; THENCE S 26°46’16”W, 78.29 feet; THENCE S 43°19’13”W, 134.42 feet; THENCE S 78°21’31”W, 47.24 feet; THENCE S 85°08’34”W, 115.45 feet; THENCE N 44°07’52”W, 128.20 feet; THENCE N 66°46’28”W, 127.49 feet; THENCE N 52°56’31”W, 159.22 feet; THENCE N 44°53’19”W, 170.88 feet; THENCE N 28°11’33”W, 149.95 feet; THENCE N 15°26’55”W, 153.04 feet; Peloton Job No. HWR18008 Tracking No. TBD ALLIANCE February 26, 2020 C:\USERS\CHAMILTON\DESKTOP\HWR18008_EA1.DOCX Page 3 of 4 THENCE N 03°18’20”W, 280.53 feet; THENCE N 20°48’14”E, 338.96 feet; THENCE N 12°51’42”E, 289.48 feet; THENCE N 32°10’13”E, 189.06 feet to the Point of Beginning and containing 1,268,680 square feet or 29.125 acres of land more or less. EXHIBIT B BASELINE DOCUMENTATION REPORT