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Home My WebLink AboutMarch 10, 2009 Agenda AGENDA CITY OF DENTON CITY COUNCIL March 10, 2009 After determining in Open Session that a quorum is present, the City Council of the City of Denton, Texas will convene in a Closed Session on Tuesday, March 10, 2009 at 3:00 p.m. in the City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Closed Session A. Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. 1. Deliberate and discuss the evaluation, duties, discipline, procedures, and contracts of the Municipal Court Judge, City Attorney, City Auditor, and City Manager. B. Consultation with Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. 1. Receive a report and hold a discussion regarding legal issues on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Also hold a discussion regarding granting economic development incentives to Allegiance Hillview Development, LP with respect to development at Rayzor Ranch. This discussion shall include commercial or financial information the City Council has received from Allegiance Hillview Development, LP which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the city council is conducting economic development negotiations; including the offer of financial or other incentives. C. Consultation with Attorneys - Under Texas Government Code, Section 551.071. 1. Consult with City's attorneys on legal issues, including potential settlement, of litigation styled Collegiate Community Outreach d/b/a UNT Chi Alpha, et al. v. City ofDenton, et al., Cause No. 4:07cv564, currently pending in the US District court, Eastern District, Sherman Division. 2. Consult with City's attorneys and hold a discussion limited to legal issues potentially or consequentially associated with implementation and pursuit of the City of Denton Growth Management Study. Following the completion of the Closed Session, the Council will convene in a 2nd Tuesday Session to consider the following: 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 City of Denton City Council Agenda March 10, 2009 Page 2 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 sdpeak ceases when the Mayor announces the session is being closed to public input. Although 2" 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. 1. Receive a report, hold a discussion and give staff direction regarding the City of Denton Growth Management Study. 2. Receive a report, hold a discussion, and give staff direction regarding development and submission of grant applications by the City of Denton for funding under the American Recovery and Reinvestment Act. 3 Receive a report, hold a discussion, and give staff direction regarding a proposed strategy for Utilities Customer Service. Following the completion of the 2nd Tuesday Session, the Council will convene in Open Session to consider the following: 1. Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to make application to any State or Federal entity administering funding allocated under the American Recovery and Reinvestment Act of 2009 that is deemed appropriate to support projects within the City, and to allow the City Manager to take all other actions necessary to obtain grants under the Act. 2. Consider adoption of an ordinance approving the adoption of an amended Chapter 380 Agreement with Allegiance Hillview, LP; and providing an effective date. 3. Consider adoption of an ordinance authorizing settlement of litigation styled Collegiate Community Outreach d/b/a UNT Chi Alpha, et al. v. City of Denton, et al., Cause No. 4:07cv564, currently pending in the US District Court, Eastern District, Sherman Division, under terms previously discussed in closed session, and further authorizing the City Manager to approve a compromise settlement agreement, and such other documents recommended by the City's attorneys as necessary or appropriate to effectuate such terms of settlement. NOTE: 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, including without limitation, Sections 551.071-551.086 of the Texas Open Meetings Act. City of Denton City Council Agenda March 10, 2009 Page 3 CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of 2009 at o'clock (a.m.) (P.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED 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: March 10, 2009 DEPARTMENT: Planning ACM: Fred Greene SUBJECT - Growth Management Strategies Plan Receive a briefing, hold a discussion and give staff direction regarding a proposed City of Denton Growth Management Strategies Plan. This plan identifies areas within the city's extra territorial jurisdiction (ETJ) that are considered potential annexation areas. BACKGROUND In 1999, the City Council adopted The Denton Plan 1999-2002 [the Plan]. The Plan is a statement of the City of Denton's investment in the future, and establishes the vision of how the city will grow and provide for future generations. Growth management is the central theme of the Plan and the foundation upon which the Plan's growth management strategies are established. Page 23 of the Plan sets forth specific aspects of the City's Growth Management Strategy. The second strategy refers to the adoption of an aggressive annexation policy in order to manage the density and quality of growth within the city's ETJ. This strategy also calls for the maintenance of the City's certificate of convenience (CCN). In addition to the aforementioned, the City's annexation policy plan adopted in June 1993 states that: "Annexation is considered when a property is located within the designated urbanizing area; is expected to accommodate urban growth in the next twenty years; and if the annexation is contiguous to existing city limits, city roads and rights-of-way." To this end, the City contracted with Freese and Nichols, Inc. consultants to perform a growth management study of fifteen (15) areas within the city's Division 1 ETJ, encompassing 48,000 acres. As a result of this study, several areas were identified as potential annexation areas. Five (5) of the potential annexation areas are primarily located in the north western quadrant of the city; totaling approximately 7,855 acres (see Exhibit 1). Also identified as potential annexation areas are several current unincorporated pockets that are located within the current city limits (see Exhibit 2). However, three (3) of these areas are encumbered with restrictive covenants (copy attached), and may not be eligible for annexation at this time. These parcels are designated with red striping in Exhibit 2 and are generally located in the southern section of the city. The total acreage of the unincorporated pockets is 3,300 acres. The grand total of the potential annexation land areas is approximately 11,155 acres. Per Section 43.055.(a) of the Texas Local Government Code: "In a calendar year, a municipality may not annex a total area greater than 10 percent of the incorporated area of the municipality as of January 1 of that year, plus any amount of area carried over to that year under Subsection (b)." Per Subsection (b) and (c): "N If a municipality fails to annex in a calendar year the entire 10 percent amount permitted under Subsection (a), the municipality may carry over the unused allocation for use in subsequent calendar years. (c) A municipality carrying over an allocation may not annex in a calendar year a total area greater than 30 percent of the incorporated area of the municipality as of January 1 of that year." Based on the above Sections of the Texas Local Government Code, the City of Denton may involuntarily annex up to 30% of the 52,250 acres of existing corporate area. Therefore, the City may involuntarily annex up to 15,675 acres. As previously stated, the grand total of the potential annexation areas is approximately 11,155 acres. The potential annexation areas are so designated as these areas would accomplish the following goals: • Protect the north Interstate 35 corridor; • Protect the future west Loop 288 corridor; • Manage growth in the city's CCN; • Manage land-use in probable growth areas; • Create a logical contiguous city of Denton boundary; • Provide future growth areas a recommended by the Denton Plan; and, • Reduce the pockets of unincorporated areas (donut holes) within the existing city limits. It is also noteworthy that the State Annexation laws may change on September 1, 2009 (or earlier) in a manner that could negatively impact the City's ability to realize our growth strategy in the immediate future. The factors used to determine the potential areas for annexation include but are not limited to the following: • Physical features such as creeks, railroads, roadways, and other physical or natural boundaries; • Property configuration; • Proximity to current city boundary; • The City's ability to provide adequate public services (Fire, Police, Water, Wastewater, etc.), and proximity to the City's CCN); • Areas within the City's CIP; • Extent of recent development activities; • Number of occupied parcels; Page - 2 • Recent voluntary annexation trends; and, • Location and intensity of gas well. RECOMMENDATION Give staff direction whether or not to proceed with the annexation process of the identified potential areas. EXHIBITS 1. Exhibit 1 - Potential Annexation Area Map (Northwestern Quadrant) 2. Exhibit 2 - Potential Annexation Areas Map - Unincorporated Area Pockets 3. Exhibit 3 - Potential Annexation Areas Map - Combined Areas 4. Exhibit 4 - Restrictive Covenant A-101 (021908) 5. Exhibit 5 -Restrictive Covenant A-102 (021907) 6. Exhibit 6 - Restrictive Covenant A-102 #2 (021906) Respectfully submitted: 4t Fred Greene Assistant City Manager Prepared by: Mark A. Cunningham, AICP Director, Planning and Development Division Page - 3 Potential Annexation Areas - Northwester Quadrant (Exhibit 1) T# i ~ C, . - ~c-res ' 1,765 Acres 1,090 acres = LJI m4E I ¢ r ~ 2.277 Acres Y ~6- a W ' = a 1 165 Acres % City of Denton, Texas 43 ~ ate..,. Rr.,x Potential Annexation Areas Page - 4 Potential Annexation Areas - Unincorporated Pockets (Exhibit 2) a k ~ d 1 ~ d °.r-s.. ry y. _ 1. k+ _ h ~ fit. ~ ~ 9 - qp r e I ~ 'g, ff6f/ ! 9 wgi l y~ ~ ~a 1 y r • ~ sac ~ , t ~ 71 j 7A y F 4 Pt q'i City of Denton, Texas Donut Holes Wltl'1 ~ 4:~a~ ~>fir tic ~ x w ~n ~ :~.,~..rw~ Developer Agreements d ~ I ~ _ ~ ~ ~~•a, Page - 5 Potential Annexation Areas - Combined Areas (Exhibit 3) r z f 'F A "N 71 T, IN F 4 5 14 l 1. x _ a C} ; ~N Z` E:L k 7V { ~ ' $w f rte" y ~ . ' ~ I ~ area :'~FN+~''r~. 1 uw Sxt U rm y NY. r r ' f M S A A.axk N~ IY,~r7 s+~ ~ . y.~ 4.L•~~ 5t "S ° 1 mss,. '4, s' r~..lrvw,..r.., w City of [)enton lfexas w r r dd M TM . w r crA Potential Annexation Areas = _ Page - 6 ' EXHIBIT4 093 00990 RESTRICTIVE COVENANTS STATE OF TEXAS } } KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON } 0 2 1 9 0 8 SE Re fictive Covenants ("Restrictive Covenants") are made and entered into as of the day of , 2001, by and between the CITY OF DENTON, TEXAS (the "City") and the hereinafte entioned owners of the hereinafter described real property in Denton County, Texas: a. CONNIE ANN CARDWELL ("Cardwell"), owner of three parcels or tracts of land containing approximately 14.5924 acres, 15.7998 acres, and 0.3847 acres of land, respectively, located in the M. Rogers Survey, Abstract No. 1080, the Britton Survey, Abstract No. 51, and the J. Withers Survey, Abstract No. 1343 in Denton County, Texas as more particularly described as Tracts 3 and 4 in Exhibit "B" of that certain Partition Deed dated July 31, 1992 between Connie Ann Cardwell and Tommie Dale Calvert recorded in Volume 3318, Pages 908-914 of the Deed Records of Denton County, Texas and that certain Warranty Deed dated August 26, 1992 from Rachael Belle Calvert, Individually and as Independent Executrix of the Estate of William Thomas Calvert, Deceased, to Connie Ann Cardwell recorded in Volume 3318, Pages 919-922 of the Deed Records of Denton County, Texas ("Cardwell Property"). b. TOMMIE DALE CALVERT ("T. Calvert"), owner of three parcels or tracts of land containing approximately 14.5923 acres, 15.7998 acres, and 0.3849 acres of land, respectively, located in the M. Rogers Survey, Abstract No. 1080, the Britton Survey, Abstract No. 51, and the J. Withers Survey, Abstract No. 1343 in Denton County, Texas as more particularly described as Tracts 1 and 2 in Exhibit "A" of that certain Partition Deed dated July 31, 1992 between Connie Arm Cardwell and Tommie Dale Calvert recorded in Volume 3318, Pages 908-914 of the Deed Records of Denton County, Texas and that certain Warranty Deed dated August 26, 1992 from Rachael Belle Calvert, Individually and as Independent Executrix of the Estate of William Thomas Calvert, Deceased, to Tommie Dale Calvert recorded in Volume 3318, Pages 915-918 of the Deed Records of Denton County, Texas ("T. Calvert Property"). C. RACHEL CALVERT ("R. Calvert"), owner of an approximate 5.000 acre parcel or tract of land located in the M. Rogers Survey, Abstract No. 1080 in Denton County, Texas as more particularly described in that certain Warranty Deed dated May 11, 1964 from E.D. Calvert and wife, Beatrice Calvert to W. Thomas Calvert and wife, Rachel Calvert recorded in Volume 509, Pages 581-582 of the Deed Records of Denton County, Texas ("R. Calvert Property"). d. E.D. CALVERT, JR. ("E.D. Calvert"), owner of an approximate 2.61 acre parcel or tract of land located in the M. Rogers Survey, Abstract No. 1080 in Denton County, Texas as more particularly described in that certain Warranty Deed dated 4)793 0099° September 28, 1984 from Beatrice Calvert to E.D. Calvert, Jr. and William Thomas Calvert recorded in Volume 1496, Pages 921-924 of the Deed Records of Denton County, Texas ("E.D. Calvert Property"). e. CALVERT PAVING CORP. ("Calvert Paving"), owner of four parcels or tracts of land containing approximately 10.000, 10.464 acres, 60.800 acres and 5.000 acres of land, respectively, located in the J. W. Withers Survey, Abstract No. 1343, M. Rogers Survey, Abstract No. 1080, and n. Britton Survey, Abstract No. 51 in Denton County, Texas as -more particularly described in that certain General Warranty Deed dated March 24, 1987 from Earnest Dewey Calvert, Jr. and Dorothy Mae Calvert to Calvert Paving Corp. recorded in Volume 2115, Pages 425-428 of the Deed Records of the Denton County, Texas and in that certain deed recorded in Volume 1719, Page 924 of the Deed Records of Denton County ("Calvert Paving Property"). f. WALTER LEATHERWOOD ("Leatherwood"), owner of five parcels or tracts of land located in the John Rogers Survey, Abstract No. 1084 in Denton County, Texas as more particularly described in that certain Warranty Deed dated July 1, 1963 from M.M. Stuart and wife, Clay Henrietta Stuart to Ranch Walter Thomas Leatherwood and Thomas Jack Robertson recorded in Volume 496, Pages 241- 243 of the Deed Records of Denton County, Texas ("Leatherwood Property"). (Cardwell, T. Calvert, R. Calvert, E&W Calvert, Calvert Paving, and Leatherwood are hereinafter collectively called the "Property Owners". The term Property Owners or Property Owner includes their heirs, successors and assigns, and all future owners of any portion of the.Property. The Cardwell Property, T. Calvert Property, R. Calvert Property, E&W Calvert Property, Calvert Paving Property, and Weatherford Property are hereinafter collectively called the "Property".) WHEREAS, the City has initiated the involuntary annexation of certain real property including the Property, pursuant to Annexation Case A-101, "Ryan Road/Country Club Road Annexation Area (the "Annexation Case"); and WHEREAS, the Property Owners have requested that the Property be deleted from the Annexation Case, in exchange for which they have agreed to enter into these Restrictive Covenants for the benefit of each other and the City. NOW THEREFORE, in consideration of the covenants contained in these Restrictive Covenants, the City and Property Owners agree as follows: 1. The Property Owners hereby declare that all of the Property shall be held, sold and conveyed subject to these Restrictive Covenants, which are for the purpose of protecting the value and desirability of, and which shall run with the Property and be binding on all parties having any right, title or interest in the Property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Property Owner and the City. Page 2 S:1Our Documents\Contracts10011tESTRICTIVE COVENANTS-A-101.doc 7903 00992 2. The Property Owners covenant and agree with each other and the City that they will not file for plat approval on their respective properties until such property has been annexed into the City. Such annexations shall be considered voluntary requests for annexation. The Property Owners and all of their heirs, successors and assigns covenant and agree that such annexation is voluntarily made and shall be considered to be by petition of the owners of the Property at the time of such annexation. Plat approval is defined as any plat approval authorized by Chapters 212 or 232 of the Texas Local Government Code, or their successor statutes. The City is a third party beneficiary of the covenants between the Property Owners. 3. Based on these Restrictive Covenants the City has agreed to delete the Property from the Annexation Case. 4. Any person who sells or conveys any portion of the Property shall prior to such sale or conveyance give separate written notice of these Restrictive Covenants to the prospective purchaser or grantee, along with a separate notice to the City including a copy of such written notice. Notice to the City shall be addressed as follows: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 5. These Restrictive Covenants are to ran with the land described herein as the Property and shall be binding on all parties and all persons claiming under them, and any future owners of the Property for a period of thirty years from the date these Restrictive Covenants are recorded. These Restrictive Covenants shall not be amended without the prior written consent of the City. 6. These Restrictive Covenants may be enforced by any Property Owner or the City by any proceeding at law or in equity. Failure by any Property Owner or the City to enforce any covenant shall in no event be deemed a waiver of the right to do so thereafter. 7. Invalidation of any of the covenants or provisions contained in this instrument by judgment or court order shall not in any manner affect any of the other covenants or provisions herein set forth and all such remaining provisions shall remain in fall force and effect. 8. No subsequent change in the law shall in anyway affect the validity or enforceability of these Restrictive Covenants. 9. This instrument may be separately executed in any number of individual counterparts, and such counterpart signatures, when assembled together, shall constitute one and the same instrument. The parties hereto have executed these Restrictive Covenants as of the date first above written. Page 3 SA0ur Documents\Conhucts1001RESTRICTNE COVENANTS-A-101.doc #793 00993 CITY OF DENTON, TEXAS BY: Euline Brock, Mayor ATTEST: Je fifer K. Walters ~ w City Secretary APPROVED AS TO FORM: HERBERT OUTY,C ATTORNEY BY: CONNIE ANN CARDWELL 0.t' OMMIE DALE CALVERT gacU RACHEL CALVERT E.D. CALVERT, JR. CALVERT PAVING CORP. BY: - 2- PRESIDENT i WALTER LEATHER WOOD ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF DENTON ) Page 4 S:\Our Documents\Contracts1001RESTRICTIVE COVENANTS-A- 10 1 doe y X793 00994 This instrument was acknowledged before me on the day ofO Q by Connie Ann Cardwell. !f!9 J'r 3T of Public, in and for to of Texas ' TONI REEDY NOTARY PUBLIC My Commission expires: 31~ / /O STATE OF TEXAS commission Expires 3-21-2002 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the l" day of by Tommie Dale Calvert. CHRISTINE A. DICK Notary Public, in and for the State of Texas Notary PUbW • State of Texas " aF ices 3-2 20©1 Comm. Exv My Commission expires: e~ STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the 1T'`day of I by Rachel Calvert. CHRISTINE A. DICK. Notary PubC Notary Public, in and for the State of Texas State of Texas r'' cP ~E}~ C?ORtti1. Expkes 3.2-2001 My Commission expires: STATE OF TEXAS } COUNTY OF DENTON } This instrument was acknowledged before me on the-4L day of o~ I by E.D. Calvert, Jr. Not Public, in an fo the State of Texas TONI REEDY NOTARY PUBLIC My Commission expires: o? Z STATE OF TEXAS lc%"C'mmission Expires 3-21-2042 Page 5 SA0ur Documents\Contracts1001RESTRICTIVE COVENANTS-A-101-doe 193 00995 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on they day o 00 3 ) by President of Calvert Paving Corp., beh of said corporation. Notar~ Public, inland f the ate of Texas My Commission expires: 3 P 1 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the IPday of--S~ 4e, zot Y ACHRISTINE A. DICK + Notpry Public Notary Public, in and for the State of Texas }r 5tote of Texos N -or l Comm. Expires 3-2-20U] My Commission expires: TATE OF TEXAS } COUNTY OF DENTON } This instrument was acknowledged before me on the y of , 200 by Euline Brock, Mayor of the City of Denton, Texas, on behalf f s id city. Notary P lic, in and for th tate of Texas lr ANN FORSYTHE „ Notary Public, State of Texas My Commission Exores My Commission expires: fi MAY 9, 2002 RETURN TO: City of Denton City Attorney's Office 215 E. McKinney Der-tor_, Texas 76201 Page 6 S:\Our Documents\Contracts1001RESTRICTIVE COVENANTS-A-IO1.doc Restrictive Covenants A-101 (021908) SANDERS WELLINGTON OAKS 9< 0 r Q OZ MON SEVILLE N R-2 T > N R-2 ~Tp SAN MARINO L NR-3 NR-4 o - - E -j- > RYAN J O TJ D-m W v~+~E m o PRA 1 a INRMU m THISTLE RIDGE o MATTHEW N R-6 H -D N R-4 1 r CHEEK STONEWAY 11 I CM-G 1 ~ CIRCLE VIEW 70 PRIVATE > ' Z ETJ = m N R-2 1 N R-4 < PALO VERDE Q N R-2 2 _ m 1 9~, ui N R-4 Z ■ i. BUENA VISTA ETJ _ DAWNLIGHT m HIC1I p HICKORY CREEK 0 v MARBLE COVE NR-3 u, z WHITE DOVE ETJ 2 a L Y L U = - 0 O Q _ z Z o N R-4 O o s zz w Z U N 2 W Q L O Q x i L U w ■~g U)i ~~Q QpF . 7-T, NR-3 HILLTOP O Feet 0 495 990 1,980 EXHIBIT5 *93 00981 RESTRICTIVE COVENANTS STATE OF TEXAS } } KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON } 0 2 1 9 0 7 THESE Re trictive Covenants ("Restrictive Covenants') are made and entered into as of the _ day of , 2001, by and between the CITY OF DENTON, TEXAS (the "City"} and the hereinafter entioned owners of the hereinafter described real property in Denton County, Texas: a. ALBERT R. HUGHES ("Hughes"), owner of an approximate 92.382 acre parcel or tract of land located in the B.B.B. & C.R.R. Survey, Abstract No. A-159 in Denton County, Texas as more particularly described in that certain Warranty Deed dated. December 20, 1991 from American Bank, N.A. to Hughes and recorded in Volume 3129, Pages 752-757 of the Deed Records of Denton County, Texas ("Hughes Property'). b. ANGELA DOMINGUEZ AND MICHAEL JOHN BARBER ("Dominguez & Barber"), owners of two parcels or tracts of land approximately 2.000 acres and 32.390 acres, respectively, located in the B.B.B. & C.R.R. Survey, Abstract No. A-159 in Denton County, Texas as more particularly described in that certain Warranty Deed dated June 12, 1998 from Linda Alred Fox as Trustee of the Marie Alred Stinchcomb Testamentary Trust to Dominguez & Barber recorded in Volume 4357, Pages 240-242 of the Deed Records of Denton County, Texas ("Dominguez Property"). C. JERRY A. MCCUTCHIN ("McCutchin" owner of an approximate 147.580 acre parcel or tract of land located in the B.B.S. & C.R.R. Survey, Abstract No. A-159 in Denton County, Texas as more particularly described in that certain Warranty Deed dated July 20, 1994 from Real Property Exchange, L.C. to McCutchin recorded in Denton County Clerk Certificate No. 94-R0057622 of the Deed Records of Denton County, Texas ("McCutchin Property'). d. JERRY L. BLOCKER ("Blocker"), owner of two parcels or tracts of land approximately 10.108 acres and 3.550 acres, respectively, located in the B.B.B. & C.R.R. Survey, Abstract No. A-159 in Denton County, Texas as more particularly described in those certain two Warranty Deeds from Mary Lucile Alred, Individually and as the Independent Executrix of the Estate of Claud C. Alred, James Robert Alred, Linda Janell Fox, Sherry Alred, Weldon M. Alred, and Susie Alred Henderson to the Veterans Land Board of Texas dated October 4, 1979 and recorded in Volume 987, Pages 825-830 of the Deed Records of Denton County, Texas and from Mary Lucile Alred, Individually and as the Independent Executrix of the Estate of Claud C. Alred, James Robert Alred, Linda Janell Fox, Sherry Alred, Weldon M. Alred, and Susie Alred Henderson to Jerry L. Blocker dated March 21, 1978 and recorded in Volume 882, Pages 465-468 of the Deed Records of Denton County, Texas (`Blocker Property"). 1&793 00982 e. MILLARD TAFT SMITH, TRUSTEE OF THE WILLIAM TAFT SMITH FAMILY TRUST, and MILLARD TAFT SMITH, NONA G. SMITH and PEGGY OLENE SMITH BASSHAM, Individually ("Smith"), owner of two parcels or tracts of land approximately 88.430 acres and 10.530 acres, respectively located in the H. Haygood Survey, Abstract No. A-517 in Denton County, Texas as more particularly described in that certain Executor's Deed dated January 29, 1999 from Millard Taft Smith, as Independent Executor of the Estate of WILLIAM TAFT SMITH, Deceased, to MILLARD TAFT SMITH, SUCCESSOR TRUSTEE of the WILLIAM TAFT SMITH FAMILY TRUST recorded in Volume 4267, Pages 1280-1283 of the Deed Records of the Denton County, Texas ("Smith Property"). f. PATRICIA A. BROWN, FRANCES BROWN DOBY, AND BETTY FANNING ("Brawn"), owner of two parcels or tracts of land approximately 9.000 acres and 124.500 acres, respectively located in the H. Haygood Survey, Abstract No. A- 517 and the Wm. Smith Survey, Abstract No. 1187 in Denton County, Texas as more particularly described in that certain Warranty Deed dated May 31, 1941 from Southwestern Life Insurance Company to L.Z. Brown recorded in Volume 290, Pages 382-383 of the Deed Records of Denton County, Texas ("Brown Property"). (Hughes, Dominguez & Barber, McCutchin, Blocker, Smith, and Brown are hereinafter collectively called the "Property Owners". The term Property Owners or Property Owner includes their heirs, successors and assigns, and all future owners of any portion of the Property. The Hughes Property, Dominguez & Barber Property, McCutchin Property, Blocker Property, Smith Property, and Brown Property are hereinafter collectively called the "Property".) WHEREAS, the City has initiated the involuntary annexation of certain real property including the Property, pursuant to Annexation Case A-102, "US 377-35W Annexation Area (the "Annexation Case"); and WHEREAS, the Property Owners have requested that the Property be deleted from the Annexation Case, in exchange for which they have agreed to enter into these Restrictive Covenants for the benefit of each other and the City. NOW THEREFORE, in consideration of the covenants contained in these Restrictive Covenants, the City and Property Owners agree as follows: 1. The Property Owners hereby declare that all of the Property shall be held, sold and conveyed subject to these Restrictive Covenants, which are for the purpose of protecting the value and desirability of, and which shall run with the Property and be binding on all parties having any right, title or interest in the Property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Property Owner and the City. Page 2 SA0ur DocumentslConu=ts1001RESTRICTIVE COVENANTS-A-1 02.doc 4DI.93 00983 2. The Property Owners covenant and agree with each other and the City that they will not file for plat approval on their respective properties until such property has been annexed into the City. Such annexations shall be considered voluntary requests for annexation. The Property Owners and all of their heirs, successors and assigns covenant and agree that such annexation is voluntarily made and shall be considered to be by petition of the owners of the Property at the time of such annexation. Plat approval is defined as any plat approval authorized by Chapters 212 or 232 of the Texas Local Government Code, or their successor statutes. The City is a third parry beneficiary of the covenants between the Property Owners. 3. Based on these Restrictive Covenants the City has agreed to delete the Property from the Annexation Case. 4. Any person who sells or conveys any portion of the Property shall prior to such sale or conveyance give separate written notice of these Restrictive Covenants to the prospective purchaser or grantee, along with a separate notice to the City including a copy of such written notice. Notice to the City shall be addressed as follows: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 5. These Restrictive Covenants are to run with the land described herein as the Property and shall be binding on all parties and all persons claiming under them, and any future owners of the Property for a period of thirty years from the date these Restrictive Covenants are recorded. These Restrictive Covenants shall not be amended without the prior written consent of the City. 6. These Restrictive Covenants may be enforced by any Property Owner or the City by any proceeding at law or in equity. Failure by any Property Owner or the City to enforce any covenant shall in no event be deemed a waiver of the right to do so thereafter. 7. Invalidation of any of the covenants or provisions contained in this instrument by judgment or court order shall not in any manner affect any of the other covenants or provisions herein set forth and all such remaining provisions shall remain in full force and effect. 8. No subsequent change in the law shall in anyway affect the validity or enforceability of these Restrictive Covenants. 9. This instrument may be separately executed in any number of individual counterparts, and such counterpart signatures, when assembled together, shall constitute one and the same instrument. The parties hereto have executed these Restrictive Covenants as of the date first above written. Page 3 S:IOur Documents\Contracts1001RESTRICTIVE COVENANTS-A-102.doc •793 00984 CITY OF DENTON, TEXAS BY: Euline Brock, Mayor ATTEST: /mv I I A )/1 ~ Je fer K. Walters City Secretary APPROVED AS TO FORM: HERBERT 7UTY'.C ATTORNEY BY: ALB RT R. GHES ANGE A` DOMINGUEZ MICHAEL JO BARBER Y A_ M CUTCHIN Y L. OCKER i WILLIAM TAFT SMITH FAMILY TRUST BY: xa"vd- MILLARD TAFT SMITH, TRUSTEE MILLARD TAFT SMITH r } PE LENS SMITH BASSHAM, Page 4 SA0ur Documents\Contracts1001RESTRICTIVE COVENANTS-A-102.doc * r (f'''ly *7 00935 NONA G. SMITH PATRICIA A. BROWN FRANCES BROWN DOBY ~ '4--- J- A- BETTY F G ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF DENTON } This instrument was acknowledged before me on the ~~day of a0a l by Albert R. Hughes. CHRISTINE A. DICK Notary Public, in and for the State of Texas Notary Pubw towet*~ Cdtntf IIru 3•2.205 My Commission expires: -~1-aeatD STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the lvl~ay of-aakL,~24!4 by Angela Dominguez. Notary Public, in and for the State of Texas CHRISTINE A. DICK My Commission expires: -~-~CL7 • Not~nry PubAC State Of Tee Comm. f x;*es 3-2-2005 Page 5 S:1Our Documents\Contracts1001RESTRICTNE COVENANTS-A-102.doc 46793 0086 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the) 7 day o , C;)W 1 by Michael John Barber. Ct STEPHAME FORD Notary P blic, in and for the State of Texas Notary Pubw a ~ y State of Texas Comm. Expires 2-119-2001 My Commission expires: Ct ~O 1 STATE OF TEXAS } COUNTY OF DENTON ) This instrument was acknowledged before me on the ffday o a p O ) by Jerry A. McCutchin. Notary Public, in and "re State of Texas TONI REEDY NOTARY PUBLIC My Commission expires: 3 021 O STATE OF TEXAS 2'C'mmissien Expires 3-21-2002 STATE OF TEXAS ) COUNTY OF DENTON } This instrument was acknowledged before me on theOlday of 'Azk, j__ by Jerry L. Blocker. CHRISTINE A. DICK- C Notary Public Notary Public, in and for the State of Texas state of Texas Comm. Em"s 3-2-2005 My Commission expires: -2 1 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the/Lrday oCz © j by Millard Taft Smith, Trustee of the William ft S rust, n beh o said trust. Notary Public, in r the State of Texas TONI REEDY My Commission expires: )C:~ ] NOTARY PUBLIC STATE OF TEXAS ' Commission Expires 3-21-2002 Page 6 S:I0urpocuments\Conlracts1001RESTRICTCV} COVENANTS-A-102.doc STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the Ny qJW4,1~ ,5;2D c) _ by Milllard Taft Smith, Individually. TONI REEDY otaryublic, in and for &eState of Texas NOTARY PUBLIC Cc))C'mmission STATE OF TEXAS l Expires 3-21-2002 My Commission expires: /0 CD d ;1-) STATE OF TEXAS } COUNTY OF DENTON ) This instrument was acknowledged before me on the(J"'day o wpb I by Peggy Olene Smith Bassham, Individually. Notary P blic, in and for the State of Texas STEPHANIE FORD Notary Public My Commission expires: State of Texas Comm. Expires 2-142001 STATE OF TEXAS } COUNTY OF DENTON } This instrument was acknowledged before me on the ay of -)-bb I by Nona G. Smith. Notary %blic, in and for the State of Texas =°~*t`Y STEPHANIE FORD r. _ Notary Public state of Texas My Commission expires: D-15-01 OF Comm. Expires 2-19-2001 STATE OF TEXAS ) COUNTY OF DENTON } This instrument was acknowledged before me on the /3 day of 7a-.* f y o rt by Patricia A. Brown. ~r.•., Notary P ic, in and for the State of Texas IWAWRET A. PRESTON My WIMAISSION EXPIRES Deo tuber 23, 200f My Commission expires: P c o? 3 o7 o o Page 7 S:10ur I)ocuments\Contracts1001RESTRICTIVE COVENANTS-A-102.doc 9 3 0 9, 818 STATE OF TEXAS } COUNTY OF DENTON ) u U This instrument was acknowledged before me on the /iday of 7anc,,ze by Frances Brown Doby. r Notary P 6K, in and for the State of Texas MARQARET A. PRESTQN MY COi USSM EXPIRES December 23, 2001 My Commission expires: STATE OF TEXAS ) COUNTY OF DENTON } This instrument was acknowledged before me on the/3 day of r ~2 by Betty Fanning. r Notary Pt~b i, in and for the State of Texas I GAMET A. pRF$TON becember 23, 2007 S My Commission expires: STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me an the of , 2000 by Euline Brock, Mayor of the City of Denton, Texas, on behalf of ai city. Notary Pu ic, in and for the to of Texas .ate= ANN FORSYTHE . i !Votary Pupil°, State of Texas M Commission ex Tres: Q®~ My Commission Expires y p MAY 2002 RETURN TO: City of Denton City Attorney's Office 215 E. McKinney Denton, Texas 76201 Page 8 S:IOur DocumentslContracts100\RESTRICTFVE COVENANTS-A-1 02.doc Restrictive Covenants A-102 (021907) &N - PD M PC ETJ ~y W N R-6 m A CM-G Z ETJ m PD ; i My~ ! ~NR-1 N R-2 ! N R-1 i' N R M U RCC-D AC'C'RED i i N R-6 N R-~I~ ETJ NR-1 ETJ 410 JOHNSON G~ N R-2 N R-2 W Z riwiwiw.w Q a o PD i TAWAKONI N R M U eq~~o N R-6 N R-2 GREENMEADOW eQO ~yF , VJ 1 ETJ s GoJ~,~~ oN R -d PD ~ ~ ■xwiwiwiwiwiwiwiwiw~ PARKPLACE ~~~■~~■~~■~inwiwiwiw~wiwiwiwi N R-2 }u■u■u■uiCREEKWAYu■u■u■u■u■u■u■u■u■u■u■u■n■u■u■u■~ i i _ rf r` Feet 0 550 1,100 2,200 f EXHIBIT6 4P93 0097.2 RESTRICTIVE COVENANTS 021906 STATE OF TEXAS } } KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON I ESE Restrictive Covenants ("Restrictive Covenants") are made and entered into as of thee day of , 2001, by and between the CITY OF DENTON, TEXAS (the "City") and the hereinafter entioned owners of the hereinafter described real property in Denton County, Texas: a. JACKIE E. HOWELL AND WIFE, TONI J. HOWELL ("Howell"), owners of a parcel or tract of land containing approximately 13.33 acres of land located in the J. Edmonson Survey, Abstract No. 400, the S.A. Pritchett Survey, Abstract No. 1004, and the William -Sharis -Survey;; ,Abstra-ct-Ncr 1174- in Benton Counter Texas as more particularly described in Exhibit "A' attached hereto and incorporated herein by reference ("Howell Property"). b. ASA W. YOUNT AND WIFE, CHARLENE YOUNT ("Yount"), owners a parcel or tract of land containing approximately 13.33 located in the J. Edmonson Survey, Abstract No. 400 and the S.A. Pritchett Survey Abstract No. 1004 in Denton County, Texas as more particularly described in that certain Warranty Deed dated December 6, 1978 from Jolene Miriam Chellson and husband, Carl Robert Chellson to Yount recorded in Volume 929, Pages 734-737 of the Deed Records of Denton County, Texas ("Yount Property"). C. JACK ARLYN PARKES ("Parkes"), owner of an approximate 38.06 acre parcel or tract of land located in the J. Edmonson Survey, Abstract No. 400 in Denton County, Texas as more particularly described in that certain Warranty Deed dated April 15, 1998 from Jack Arlyn Parkes as the Independent Executor of the Will and Estate of Lucille Parkes, Deceased to Parkes recorded in Volume 4073, Pages 1207-1211 of the Deed Records of Denton County, Texas ("Parkes Property"). d. JULE M. SEWELL ("Sewell"), owner of a parcel -or tract of land approximately 0.940 acre located in -the J. Edmonson Survey, Abstract "No: ` 400 it "Denton" County, Texas as more particularly described in that certain General Warranty Deed With First and Second Vendor's Liens dated February 6, 1998 from W. Christopher Reiss and wife, Wanda Sue Reiss to Sewell and recorded in Volume 4026, Pages 1733-1736 of the Deed Records of Denton County ("Sewell Property"). e. LONGHORN COUNCIL BOY SCOUT FOUNDATION, INC. ("Foundation"), owner of a parcel or tract of land located in the J. Edmonson Survey, Abstract No. 400 in Denton County, Texas as more particularly described in that certain Warranty Deed dated September 17, 1959 Trustees of Boy Scouts of America at Denton, Texas to the Foundation recorded in Volume 450, Pages 526-527 of the Deed Records of the Denton County, Texas ("Foundation Property"). Y r 093 00913 f. TOMMY R. HOLAMON AND WIFE, SHARLET HOLAMON ("Holamon" owner of a parcel or tract of land containing approximately 15.20 acres, respectively located in the J. Edmonson Survey, Abstract No. 400 and the S.A. Pritchett Survey Abstract No. 1004 in Denton County, Texas as more particularly described in those certain Contract of Sale and Purchase dated July 25, 1979 between the Veterans Land Board of the State of Texas and Tommy R. Holamon recorded in Volume 966, Pages 60-64 of the Deed Records of Denton County, Texas ("Holamon Property"). g. JOE M. ERWIN ("Erwin"), owner of a parcel or tract of land containing approximately 21.00 acres of land, located in the S.A. Pritchett Survey, Abstract No. 1004 in Denton County, Texas as more particularly described in that certain instrument dated October 27, 1972 recorded in the Deed Records of Denton County, Texas ("Erwin Property") (Howell, Yount, Parkes, Sewell, Foundation, Holamon, and Erwin are hereinafter collectively called the "Property Owners". The term Property Owners or Property Owner includes their heirs, successors and assigns, and all future owners of any portion of the Property. The Howell Property, Yount Property, Parkes Property, Sewell Property, Foundation Property, Holamon Property, and Erwin Property are hereinafter collectively called the "Property".) WHEREAS, the City has initiated the involuntary annexation of certain real property including the Property, pursuant to Annexation Case A-102, "US 377-35W Annexation Area (the "Annexation Case"); and WHEREAS, the Property Owners have requested that the Property be deleted from the Annexation Case, in exchange for which they have agreed to enter into these Restrictive Covenants for the benefit of each other and the City. NOW THEREFORE, in consideration of the covenants contained in these Restrictive Covenants, the City and Property Owners agree as follows: 1. The Property Ownerg hereby declare that all of the Property s1 all be helot, sold and conveyed subject to these Restrictive Covenants, which are for the purpose of protecting the value and desirability of, and which shall ran with the Property and be binding on all parties having any right, title or interest in the Property or any part thereof, their heirs, successors and assigns, and shall inure to the benefit of each Property Owner and the City. 2. The Property Owners covenant and agree with each other and the City that they will not file for plat approval on their respective properties until such property has been annexed into the City. Such annexations shall be considered voluntary requests for annexation. The Property Owners and all of their heirs, successors and assigns covenant and agree that such annexation is voluntarily made and shall be considered to be by petition of the owners of the Property at the time of such annexation. Plat approval is defined as any plat approval authorized Page 2 SaOur DocumentslContracts1001RESTR]CTiVE COVENANTS-A-1 02#2.doc • 093 00914 by Chapters 212 or 232 of the Texas Local Government Code, or their successor statutes. The City is a third party beneficiary of the covenants between the Property Owners. 3. Based on these Restrictive Covenants the City has agreed to delete the Property from the Annexation Case. 4. Any person who sells or conveys any portion of the Property shall prior to such sale or conveyance give separate written notice of these Restrictive Covenants to the prospective purchaser or grantee, along with a separate notice to the City including a copy of such written notice. Notice to the City shall be addressed as follows: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 5. These Restrictive Covenants are to run with the land described herein as the Property and shall be binding on all parties and all persons claiming under them, and any future owners of the Property for a period of thirty years from the date these Restrictive Covenants are recorded. These Restrictive Covenants shall not be amended without the prior written consent of the City. 6. These Restrictive Covenants may be enforced by any Property Owner or the City by any proceeding at law or in equity. Failure by any Property Owner or the City to enforce any covenant shall in no event be deemed a waiver of the right to do so thereafter. 7. Invalidation of any of the covenants or provisions contained in this instrument by judgment or court order shall not in any manner affect any of the other covenants or provisions herein set forth and all such remaining provisions shall remain in full force and effect. 8. No subsequent change in the law shall in anyway affect the validity or enforceability of these Restrictive Covenants. 9. This instrument may be separately executed in any number of individual counterparts, and such counterpart signatures, when assembled together, shall constitute one and the same instrument. The parties hereto have executed these Restrictive Covenants as of the date first above written. CITY OF DENTON, TEXAS BY: , Ae~~- Euline Brock, Mayor ATTEST: Page 3 S:IOur DocumentslContracts1001RESTRICTIVE COVENANTS-A-10242.doe *93 X0975 • Je r Walters Cr Ity Secretary APPROVED AS TO FORM: HERBERT OUTY, Y TTORNEY BY: F y KIE E. HOWELL TONI J. HOWELL ASA W. YOUNT CHARLENE YO T J K ARLYN P S LONGHO COUNCIL BOY SCOUT . FOUND I IN BY: ame: Title: a SEWELL TO R. HOLAMON r ET HOL J Page 4 SAOur Documents\Contracts1001RESTRICTIVE COVENANTS-A-102#2.doc i 1193 00976 ACKNOWLEDGMENTS STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the Mday of a by Jackie E. Howell. `pc> Y ~U@C CHRISTINE A. DICK Notary Public Notary Public, in and for the State of Texas tm, r State of Texas Comm. Expires 3-2-2001 My Commission expires: ~z>-JL-4aXD1 STATE OF TEXAS ) COUNTY OF DENTON } This instrunent was acknowledged before me on the day of by Toni J. Howell. ro~►~~ ~9~~ CHRISTINE A. DICK. ~ Notary Public Notary Public, in and for the State of Texas ! 7 State of Texas Comm. Expires 3-2-2001 My Commission expires: STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the i-- day of~~ignA by Asa W. Yount. r:p CHRISTINE A. DICK Notary ary Public Notary Public in and for the State of Texas " y State of Texas Comm. Expires 3-2-2001 ~ My Commission expires: STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the L "'day of c~,hv t*XA ate by Charlene Yount. Notary Public, in and for the State of Texas Notary Public My Commission expires: State of T6xas Comm. Exp':res 3-2-2001 u' K Page 5 S:1Our Documents\Contracts1001RBSTRICTrVE COVENANTS-A-1 02K.doc r *93 00977 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the L day of zh.uz-.r ~a , CRS by Jack Arlyn Parkes. CHRISTINE A. DICK Notary Public, in and for the State of Texas Notary Public State of Texas Comm. Expires 3-2-2001 My Commission expires: STATE OF TEXAS ) COUNTY OF DENTON ) This instrument NE s acknowledged before me o the day of 200 I by D 5 t of ghorn C cil Boy Scout Foundation, Inc., on behal of said foundation. LINDA PRESLEY N tary Public, in and the Sta of Texas EE,S W co~sam ll:Ames FBtt[JARY 12,2002t My Commission expires: Z- I 2 Z UO STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the 1 day of l moo, a~ u e ilk DICK Notary Public C State Texas 60 Comm. E Not Public, in and for the State of Texas xpit ires 3-2-2001 My Commission expires: STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the Aay of by Tommy R. Holamon. (Ln~- --P~ t;, Notary Public, in and for the State of Texas CHRISTINE A. DICK _r Notary Public My Commission expires: StotB of Texas Comm. Expires 3 -2-2001 Page b SaOur Documents\Contracts1001RESTRICTiVE COVENANTS-A-102#2.doe 10793 00978 STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me on the i1tay Of~z.~kt.-~4 , C)-~i by Sharlet Holamon. v~ CHrisS ill, J Notary Public, in and for the State of Texas l M Commission expires: c=*~ STATE OF TEXAS } COUNTY OF DENTON ) This instrument was acknowledged before me on the tLAay oftJ-t4 , A`L-~ I by Joe M ErwLll,--n__.,,,.... " .z_ - atarydUi'c Notary Public, in and for the State of Texas A Slate Of i ~xr s y~, ~.qk+ Corrrrr,. C pirps 3 2GJ i My Commission expires: ~j- c*-'~ STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was acknowledged before me o4thday of 200P by Euline Brock, Mayor of the City of Denton, Texas, on bid cit No, i and f the State of Texas =o:~"YP~e ANN FORSYTHE . Notary Public, State of Texas My Commission expires: d j My Commission Expires y3 sr+r~ o f M*;~ MAY 9, 2002 Page 7 S:%Our Documents\Contracts1001RESTRICTIVE COVENANTS-A-1 02#2.doc Exhibit "A" All that certain 13.33 acre tract or parcel of land situated in the S. A. Pritchett Survey, Abstract No. 1004, 1 Edmonson Survey, Abstract No. A400, and William Sharis Survey, Abstract No. 1174, Denton County, Texas; said tract being a part of a 236.04 acre tract described in deed from George Hopkins to Grant Messinger and recorded in Volume 760, page 480 of the Deed Records of Denton County, Texas; said tract being further described herein by metes and bounds as follows: Beginning, for the most northerly southeast corner of the tract being described herein, an iron pin set in the ground; said point lies North 01 degree 14 minutes 30 seconds East 2644.6 feet from the southeast corner of said Pritchett Survey, said point of beginning being in the west line of Bonnie Brae Street; Thence North 89 degrees 24 minutes 20 seconds West 400.0 feet to an iron pin set in ground; Thence South 21 degrees 47 minutes 30 seconds West 1446.83 feet to an iron pin set in ground; Thence North 89 degrees 03 minutes 10 seconds West 422.50 feet along general course of fence line to an iron pin set in ground; Thence North 26 degrees 51 minutes 20 seconds East 1685.26 feet to an iron pin set in ground; Thence South 89 degrees 24 minutes 20 seconds East 600.0 feet to an iron pin set in the west line of Bonnie Brae Street; Thence South 00 degrees 35 minutes 40 seconds West 165.0 feet with the west line of Bonnie Brae Street to the place of beginning. RETURN TO: City of Denton City Attorney's Office 215 E. McKinney Denton, Texas 76201 S:1Qur DocumentslMiscellaneous1011Howe11 Legal Description.doc Restrictive Covenants A-102 #2 (021906) 44/ OQSON IC-G Go 44/ N R-4 0 m M CORBIN N R-2 N R-4 ~~~~~~ss~■. RO~SEL_AW_Nam■~ w _ ■ J J ' f t t ETJ ' ■ NR-6 i q~ PD ~<<FY RIESLING ETJ q~sgc~ Z o 0 J PD W HORNBEAM N R-6 ~ O Feet 0 280 560 1,120 AGENDA INFORMATION SHEET AGENDA DATE: March 10, 2009 DEPARTMENT: Community Development ACM: Fred Greene SUBJECT Receive a report, hold a discussion, and give staff direction regarding development and submission of grant applications by the City of Denton under the American Recovery and Reinvestment Act. BACKGROUND On February 17, the President signed the American Recovery and Reinvestment Act (ARRA) into law. The ARRA makes funding available to local governments in several different areas including transportation, broadband technology, energy efficiency, COPS, CDBG, etc. A staff committee has been formed to review these grant opportunities. The committee is made up of members from those departments that are most likely to request funding under the ARRA and a representative from the Finance Department. The ARRA chart provides preliminary information on grants that the committee is currently researching. As additional information on specific eligible activities, program regulations, match requirements and other issues becomes available, a determination will be made as to which programs would best meet the needs of Denton residents and could be successfully managed by City staff Applications will be developed and submitted to the appropriate Federal and State agencies. ESTIMATED PROJECT SCHEDULE Information on grant application procedures and submission dates is becoming available from the various Federal and State agencies on different schedules. Information on the "recovery.gov" website indicates that Federal agencies are expected to begin entering into funding agreements with grantees starting in May 2009. PRIOR ACTION/REVIEW (Councils, Boards, Commissions) Staff committee members have met and been informed that passage of an ordinance allowing for the timely submission of grant applications would be requested. Agenda Information Sheet March 10, 2009 Page 2 FISCAL INFORMATION Each department will develop grant requests based on identified needs and their ability to implement programs and expend funds as required by the Federal statute and program regulations. Staff from the Finance Department will review grant proposals to determine if any future impacts on the City's budget might result from a grant award. Budgetary impacts will be discussed prior to the submission of grant applications. EXHIBITS Chart showing preliminary grant application information. Respectfully submitted: Barbara Ross Community Development Administrator {n m o c-0`o m m c ° Y C p Y L Y m Y E cn m cn o m a'd 0 L Ln (n (n J Co Q m Co o C a1 C N 0 C N N m al L vi al V N U W W J Y a Y V) V) CO v v a C U O V o Q_ Q_ aj a) aJ 4J L1 L O O m _ a, E u V) cL0 a, a, > U 0 fC s p a a a O Q C J p U_ U_ - - L Q C O V) L U C C f6 O O w w C •C "a o -p O c Q C (p a1 Cm C 0 U C f0 f0 'a a, U a1 C C •Q' a1 "a U +t+ O L >O tLo Q O f0 6 f0 0 h0 CL (D 0 u Q U aj a) O > 7 U c vii f6 C C ~n c0 "a "a U O C 0 i1 L O a1 a1 U co ~n ~ "a U O C a1 U O C to C 7 CL :3 U h0 a1 Q w N O O •Q - C Q v :3 :3 Q E C U a Ln L L ao c Q {A : 4- {A O a) O _ U U = a1 N v O a1 co a1 a1 CC V) E T L L t a, ° Q X C L L O E a c O N O w .L c a L o O -0_ L Q L L c "a a; Q c t10 O ~n > z a) m C (n a1 Y U cC0 c L1 c b>.0 H Q- ao Ln f0 > " C p C L L a1 O C X O d C7 U N L7 D C o -a n a .0 (7 cnn N C7 Q N Y i Y . 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L L t C O a1 L 2 L c0 7 -a S.2 L a) L p L -0 O W Q O O Q L -0 O O O LL U o a0 Q 3 °vi z D a U O a Q a ns ns L L u u L L L u u 2 2 O V) V) U "a "a U L ~ ~ ~ fC0 fC0 ~ • ~ ~ Q f0 f0 b.0 C b.0 C J E E° E E O O Q Q ~ C 3 :3 C O 2 O 2 O 0 O O 2 O ~O a1 4+ 4 4- E 4 ~ C Vf O O O N O N a) C C cL0 E (O Q a) CL L CL E E o E E m o 0 Q c`o c`o c`o c`o ~ Q_ Q_ Q_ Q_ v v v v 0 0 0 0 C C C L C C 41 Y > Y N N > > N _ > N N ~ 41 p V) p Z Z V) Z 2 N 0 u > c C U "a U N V V WL U WL N c N V a~ E E a~ 0 a) O 0 O N E v > v > c i a1 0 a1 0 co fC a p a Q p Q O Q c U c U f0 f0 n O f0 O f0 Q 0 a) E E a L C L ~ c ~ U d 0 d OU LL W W C A E L O co v a~ f6 c O c L a, Q f6 ns 00 C N C 0 a1 a1 U a1 Q d • U (Y6 C C O 0 Q U m U 7 M OU Y O t a+ - ~n O O E c a1 ~n ~ L c O bA a1 O p C7 Q O 7 a a1 a a1 a a, U N C O C U C U - L LL N m U M a1 n L v CL -0 co c v E N c aui a u E E E c Y 3 v a ai v t v O N ns O Q O E Q Q L a1 N a1 O Q C N m (I6 W a1 O > > Q- LL -a to - O U -a Y c a1 N Q O to u W 4-- CL N L E U v v C Q d Y co a1 O p d L a1 _ L ~ ~Q/1 ~ C O ~ N1 C 'L~ L {n U {n ~ fO i a, O tLo to O O O C a1 u CL co 3: 0 0 L O O > 6 L L a) -0 {A iE a1 0 TI -a U 'C fC6 Q i in O to O m a, Q L CL E C O\ LO ~ cn i C f0 L C C co ns ! Q Y a, bD u V) U- -le >0 U u _ c N Q- L f0 2 O C O O f0 a) tLn v c p Y W U C7 E CL w c"o Q co J (6 L ns c p > E 6 C t C 7 c 0 U .C a1 L U L U f0 f0 i Vi a Q M C "a U CL O o c\ O v E .v Z O _ L C co •{n 0 L O 0 :t! C L O Q C C a n tiA 0 O CL L v CL Ln :3 >0 0 a tco U H C7 axi U a H co . E Q H !E u vii E L Q O O O ~ t ns ns ns L L L 0 Q Q Q ~ ~ H H H >i O O O N "a C C C C a1 a1 a1 W E E E E 0 L L L C m m m Q O a a Q_ co p p p Z AGENDA INFORMATION SHEET AGENDA DATE: March 10, 2009 DEPARTMENT: Finance ACM: Jon Fortune SUBJECT Receive a report and hold a discussion, and give staff direction regarding a proposed strategy for Utilities Customer Service. BACKGROUND During the summer of 2008, the Customer Service department participated in the management study conducted by Navigant. The results of the study provided an evaluation of the department's current processes and presented the following key recommendations. • Empower Customer Service employees so they can enter information as they handle calls or process an in person transaction. • Revamp the NR and telephone systems to improve the call flow, better integrate account information, and encourage self-service. • Simplify the application process for new customers. • Identify and handle customer accounts based on credit/collection risk. • Refine payment options and channels. • Set up a performance measurement and benchmarking program to routinely measure and communicate performance. • Change Bad Debt write-off procedures. In addition, the consultants recommended that Customer Service "define and deploy a customer service strategy and communicate this effectively throughout the organization and to customers". In response to this recommendation, Customer Service has outlined a suggested strategy in the accompanying PowerPoint presentation. The purpose of this item is to discuss the suggested strategy with the City Council. The primary objective of the proposed strategy is to enhance the experience for our customers. In addition, the strategy also seeks to 1) provide more options for customers to pay their bill, 2) improve Customer Service internal operations, and 3) limit cost increases in the future. If the City Council is in agreement with the proposed strategy, staff will work to implement the plan by targeting future initiatives that meet the objectives outlined. Agenda Information Sheet March 10, 2009 Page 2 PRIOR ACTION/REVIEW (Council, Boards, Commission) The proposed strategy was presented to the Public Utility Board at their January 26, 2009 meeting. The Board recommended that staff proceed with the suggested strategy. EXHIBITS 1. PowerPoint Presentation Respectfully submitted: Bryan Langley Director of Finance O •O ~ c4-1 t ct a~--+ • O ct 4~ wo ~ o ~ • o ct 4-1 cn 4-1 o • cn o ct wo U cn cp 4-1 ct 4-J Ct cn 4-j En v ~ 4~ 4~ O cn ct cn cn ;z v O • cn cn p cn cn • r--1 U~ 41 a) ct 41 cn ~ W o 4-5 j c , O r4 c `O ;--1 00 co C-' O O co ~ cn O • N O c N - - 1 ~r ~I - J - _ - _ r_ - 1 ~i = 'I, _ 'I r / ~ _ i - ..r i. r = _ f ~ 'I, - v i - 4 00 . L Mr +-j cn c~ O ° LO O O O O C rq cm rl N ~~-I M O can j ~ a 4-J a ~n 4a - a L V= a c ai ui a u~ V V ~ a 4-1 o 4-1 c ~ 3 Q U ~ p 14 Ct o cO U co O 4-1 o Q ct 0 3 4-1 -1 ~l O 1O v L ct L~ I~ MM~ r~ V U~ 41 r~ O O O O v~ CO T-j c~ O ~ ~ U~ ~ 4-j 41, O ct V) 4~ O O v r V, 4-j +-j O 4-,+ v ct ~4-j rz~ t 0 4-j P--4 0 41 a-1 a-1 Ct ;--1 4-j cn 4-j r~^ (t cn Q Q r-1 • r--1 Q,~ cn 4-j • Ct V 4-j Li Li ~ 4-1 4-1 ct c cwt 4.1 4-1 ct s--. rz~ 4-1 O ct , O 4-1., 4-1 O 4.1 ~ O Ct ct 4-1 N bA ~ O c ~ U O 4-1 ~ct O ct . ct O bOA ct ct a~ 4-1 U U ~ ,N O 4-1 • O 4-1 U U I O 4--+ • Q~ 4-j c~ O U 4-j O ~ ~ v ~ O +-j O p . 4-j a~ N U U U U ~ U U U U U w 0 U U w U r• U U U o U ~ o U v cis Ulll~ br "'j v U x W o U o r W rd U ~l U U W C'o U t~ w > U G~ W w U ~l G~ U U U •r U U r o ~ r ~ U U br ~ rG bfj -Ep U U J ro-l v O v ~ U V ct c~ C) . ct ct . ~ +-j g:Lj ~ ct + 4-j O N ~ U U ct ct N c ct ct O 4-j ct +-j O 4~ • 4--+ ct O~ 7~ v p cam, ct ct v ~ C) 4-j t4-.4 V) 1 ct U o cn A4 4-1 ~ • ~ a--+ .~.j , • cn ~ . o ct a c I v C ct cn ct ct 4-j ;-4 cn 4-j +1 cn AGENDA INFORMATION SHEET AGENDA DATE: March 10, 2009 DEPARTMENT: Community Development ACM: Fred Greene SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to make application to any State or Federal entity administering funding allocated under the American Recovery and Reinvestment Act of 2009 that is deemed appropriate to support projects within the City, and to allow the City Manager to take all other actions necessary to obtain grants under the Act. BACKGROUND Each Federal agency administering funding under the American Recovery and Reinvestment Act will publish a Notice of Funding Availability (NOFA) after development of program regulations and the application process. Funding for the various stimulus programs will become available at different times over the next few months. As additional information on specific eligible activities, program guidelines, match requirements and other issues becomes available, City staff will determine which grant programs under the Recovery Act best meet the needs of Denton residents. Applications will be developed and submitted to the appropriate Federal and State agencies. This ordinance will allow City staff to develop and submit grant applications in a timely manner. It will also allow the City Manager to execute grant agreements and expedite the expenditure of the stimulus package funding as required by the statute. ESTIMATED PROJECT SCHEDULE Information on grant application procedures and submission dates is not available at this time. Funding will be requested as it becomes available on selected activities. PRIOR ACTION/REVIEW (Councils, Boards, Commissions) Staff committee members have met and been informed that passage of an ordinance allowing for the timely submission of grant applications would be requested. Agenda Information Sheet March 10, 2009 Page 2 FISCAL INFORMATION Each department will develop grant requests based on identified needs and their ability to implement programs and expend funds as required by the Federal statute and program regulations. Staff from the Finance Department will review grant proposals to determine if any future impacts on the City's budget might result from a grant award. Budgetary impacts will be discussed prior to the submission of grant applications. EXHIBITS Ordinance Respectfully submitted: Barbara Ross Community Development Administrator sAour documentslordinancesl09larra ordinance.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO MAKE APPLICATION TO ANY STATE OR FEDERAL ENTITY ADMINISTERING FUNDING ALLOCATED UNDER THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 THAT IS DEEMED APPROPRIATE TO SUPPORT PROJECTS WITHIN THE CITY, AND TO ALLOW THE CITY MANAGER TO TAKE ALL OTHER ACTIONS NECESSARY TO OBTAIN GRANTS UNDER THE ACT. WHEREAS, the American Recovery and Reinvestment Act of 2009 which makes funding available for various economic stimulus activities was recently passed and signed into law; and WHEREAS, the City of Denton, Texas plans to develop and submit various grant applications to provide transportation, housing, wireless and broadband development, law enforcement, infrastructure improvements and other services to residents; and WHEREAS, it is necessary and in the best interest of the City of Denton to apply for funding under the Act; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton, Texas authorizes the City Manager to sign and submit grant applications to the various entities and all appropriate officials administering funding under the American Recovery and Reinvestment Act of 2009, together will all necessary certifications, grant agreements and evidence of compliance with all other applicable laws, as necessary to obtain said grants. The City Manager is authorized to take all other actions necessary to obtain and administer these grants. SECTION 2. The City Manager or his designee(s) are authorized to handle all fiscal and administrative matters relating to the application and the administration of the grants if funded and all other matters connected therewith. SECTION 3. The City Secretary is hereby authorized to furnish true, complete, and correct copies of this ordinance to all interested parties. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this, the day of , 2009. MARK A. BURROUGHS, MAYOR sAour documentslordinances1041am ordinance.doe ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: AGENDA INFORMATION SHEET AGENDA DATE: March 10, 2009 DEPARTMENT: Economic Development CM: George C. Campbell 411" SUBJECT Consider adoption of an ordinance approving the adoption of an amended Chapter 380 Agreement with Allegiance Hillview, LP; and providing an effective date. BACKGROUND The City Council approved a Chapter 380 Program Grant Agreement with Allegiance Hillview, LP, on May 15, 2007. The Agreement provided a reimbursement to Allegiance for public infrastructure costs, including the cost to widen Highway 380 from Bonnie Brae to I-35. As outlined in the original Agreement, Allegiance would receive a portion of the sales tax generated by the project to recoup these expenditures - a grant equal to 50% of total sales tax for three years and 33.3% for seventeen years. In the last year or so, we have witnessed how the economy has affected the retail industry. Many national chain stores and restaurants are filing bankruptcy, closing stores and laying off employees. Very few retailers are willing to build. The Rayzor Ranch development is also suffering from the impact of the retail industry's troubles. The development of Wa1Mart and Sam's continues to progress, as well as the junior anchor center being planned by Allegiance. Pad sites and smaller retail centers on the north side of Highway 380 are also progressing. The development of the town center on the property located south of Highway 380 has now been delayed. You will remember that the original plans called for all of the development to be completed by 2012. It is estimated that the town center development may not occur until 2015. Under the original Agreement, the developer is not eligible for reimbursement of infrastructure costs until both the north side and south side are substantially completed - a minimum of 600,000 square feet of retail on each side. With the delay in the development of the south side, the developers have asked to have the Agreement amended in order to accelerate the reimbursement of infrastructure costs. Allegiance is currently constructing the improvements to Highway 380 at an estimated cost of $13 million (which includes signalization, utility relocation and improvements, right-of-way dedication, and streetscape improvements). They estimate their total infrastructure costs for the north side to be $26 million. The proposed amendment provides the following changes: • Divides the Agreement into phases - Phase I represents the property north of Highway 380 and Phase II represents the property south of Highway 380. -1- • Limits the amount of incentive to $20 million in Phase I and $42 million in Phase II. The total incentive reimbursement of $62 remains the same as originally granted. • Requires a minimum of $20 million in infrastructure expenditures for Phase I and a minimum of $42 million for Phase II. • Provides a 15-year term for Phase I and a 20-year term for Phase II. The term for the original Agreement is 20 years. • Requires a minimum of 400,000 square feet of retail for Phase I and 600,000 square feet for Phase II. The original Agreement required 600,000 for each phase. • Grant payments are still based on a percentage of the sales tax generated by the project, excluding any anchor or junior anchor stores that might leave the Golden Triangle Mall to locate at Rayzor Ranch. The schedule for the grant payments is amended as follows: Phase I - Property North of Highway 380 Term Percentage Conditions of Taxable Sales 60 Months 60% Or until a total of $12 million in grant payments for Phase I have been aid, whichever comes first 60 Months 50% Or until a total of $15 million in grant payments for Phase I have been aid, whichever comes first 60 Months 33.3% Or until a total of $20 million in grant payments for Phase I have been aid, whichever comes first The total term for Phase I will not exceed 180 monthly grant payments and will not exceed a total of $20 million in rant payments. Phase II - Property South of Highway 380 Term Percentage Conditions of Taxable Sales 72 Months 60% Or until a total of $15 million in grant payments for Phase II have been aid, whichever comes first 84 Months 50% Or until a total of $30 million in grant payments for Phase II have been aid, whichever comes first 84 Months 33.3% Or until a total of $42 million in grant payments for Phase II have been aid, whichever comes first The total term for Phase II will not exceed 240 monthly grant payments and will not exceed a total of $42 million in rant payments. PRIOR ACTION/REVIEW The Economic Development Partnership Board reviewed the amendment request at their January 26, 2009 meeting and made recommendation to the City Council for approval of the amendment 7-0. City Council reviewed and discussed the Agreement at their February 3, 2009 and February 17, 2009 meetings. -2- FISCAL INFORMATION The Program Grant Agreement is based on performance. The development must generate the sales tax in order to receive the grant payments. The developer has 15 years to recoup $20 million for Phase I. Grant payments end when $20 million has been reimbursed or 15 years, whichever comes first. The same concept applies for Phase II. Grant payments end when $42 million has been reimbursed or 20 years, whichever comes first. EXHIBITS Ordinance Amended Agreement with Exhibits Respectfully submitted: Linda Ratliff, Director Economic Development Department -3- 4 sAour documentslordinances1091380 amended agr-allegiance hillview.doc ORDINANCE NO. AN ORDINANCE APPROVING THE ADOPTION OF AN AMENDED CHAPTER 380 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 "Agreement") establishing an economic development program under Chapter 380; WHEREAS, it is in the public interest to authorize the City Manager to approve an amendment to the Agreement, which is attached hereto and made a part of; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Mayor, or Mayor Pro Tem, is hereby authorized to execute the amended Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of Denton under this amended Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. That save and except as amended hereby, all the remaining sections, sentences, clauses, and phrases of Ordinance No. 2007-113 shall remain in full force and effect. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2009. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: sAour d0cument9lc0ntracts1091allegiance chapter 380 incentive agreement.doc THE STATE OF TEXAS § COUNTY OF DENTON § ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, LP This Economic Development Program Grant Agreement ("Agreement") is made and entered into by and between ALLEGIANCE HILLVIEW, LP ("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: Section 1. Authorization. This Agreement is made pursuant to the Economic Development Programs 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 the Eligible Improvements listed in the categories set forth on Exhibit A. "Eli 'ble Incentive Costs for Phase I" means the actual amount of money paid for any Eligible Improvements in Phase I. The parties agree and understand that the actual cost of any individual category of Eligible Improvements listed may vary from the corresponding estimated amount listed in Exhibit and Grantee shall be permitted to move costs from one category to another as long as the total Eligible Incentive Costs for Eligible Improvements in Phase I exceeds $20 million. In order to qualify for the Program Grant for Phase I, a minimum of $20 million must be expended for Eligible Improvement Costs for Eligible Improvements in Phase I. "Eligible Incentive Costs for Phase II" means the actual amount of money paid for any Eligible Improvements in Phase II. The parties agree and understand that the actual cost of any individual category of Eligible Improvements listed may vary from the corresponding estimated amount listed in Exhibit and Grantee shall be permitted to move costs from one category to another as long as the total Eligible Incentive Costs for Eligible Improvements in Phase Il exceeds $42 million. In order to qualify for the Program Grant for Phase II, a minimum of $42 million must be expended for Eligible Improvement Costs for Eligible Improvements in Phase II. "Grantee" means Allegiance Hillview, LP, its successors, or any party to whom Allegiance Hillview, LP may assign this Agreement. "Hi wa 380 Improvements" means the reconstruction of US 380, including but not limited to, two additional lanes (one on the north side of US 380 and one on the south side) of US 380 adjacent to the Property, including required utility relocations 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. sAour documentalcontracts109rallegiance chapter 380 incentive agreement.doc "Monthly 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 I" means the Property located on the north side of Highway 380, consisting of approximately 153.37 acres as described in Exhibit B. "Phase II" means the Property located on the south side of Highway 380, consisting of approximately 256.91 acres and as shown on Exhibit B. "Pro am Effective Date for Phase I" has the meaning given to such term in Section 3 of this Agreement. "Promwn Effective Date for Phase II" has the meaning given to such term in Section 3 of this Agreement. "Pro for Phase I" means 180 consecutive monthly payments of Program Grant for Phase I installment payments. "Pro am for Phase II" means 240 consecutive monthly payments of Program Grant for Phase II installment payments. "Pro am Grant for Phase I" means a grant of a percentage of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales for a period of 180 consecutive months for Phase I as outlined in Table 1 below. The Program Grant for Phase I shall not exceed the lesser of $20 million or the Eligible Incentive Costs for Phase I. Table 1. Phase I - Property North of Highway 380 Percentage of 1%% Sales Tax Term -City Until a total of $12 million in grant payments for 60% Phase I have been paid, or 60 months after the Program Effective Date for Phase I, whichever comes first. Until a total of $15 million in grant payments for 50% Phase I have been paid, or 120 months after the Program Effective Date for Phase I, whichever comes first. Until a total of $20 million in grant payments for 33.3% Phase I have been paid, or 180 months after the Program Effective Date, whichever comes first. The total term for Phase I will not exceed 180 monthly grant payments and will not exceed a total of $20 million in grant payments. Page 2 4243130.7 57708.1 scour documentslcontcacts109WIegiance chapter 380 incentive agreement_doc "Program Grant for Phase II" means a grant of a percentage of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales for a period of 240 consecutive months for Phase II as outlined in Table 2 below. The Program Grant for Phase II shall not exceed the lesser of $42 million or the Eligible Incentive Costs for Phase II. Table 2. Phase II - Property South of Highway 380 Until a total of $15 million in grant payments for Phase II have been paid, or 72 months after the P750% Term Program Effective Date for Phase II, whichever comes first. Until a total of $30 million in grant payments for Phase II have been paid, or 156 months after the Program Effective Date for Phase II, whichever comes first. Until a total of $42 million in grant payments for 33.3% Phase II have been paid, or 240 months after the Program Effective Date, whichever comes first. The total term for Phase H will not exceed 240 monthly grant payments and will not exceed a total of $42 million in ant payments. 'Pro e " means that certain tract of approximately 410 acres more particularly described in Exhibit B attached hereto. "Re aired Infrastructure for Phase P" means the road and public utility infrastructure required to support the development of the Retail Improvements in Phase I, including but not limited to, Highway 380 Improvements and the road and utilities in it providing service to the contemplated residential development at the north of Phase I. "Re uired Infrastructure for Phase II" means the road and public utility infrastructure required to support the development of the Retail Improvements in Phase II, including but not limited to, the portion of Heritage Trail located within Phase II. "Retail Im rovements in Phase I" means a minimum of 400,000 square feet of retail shopping center buildings located in Phase I. "Retail hn rovements in Phase II" means a minimum of 600,000 square feet of retail 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. "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase I, when 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 in accordance with City and TxDot standards and inspected and accepted Page 3 4243130.7 57708.1 scour documentslcontracts109tiailegiance chapter 380 incentive agreement.doc by the City or TxDot, as applicable; (iii) with respect to the Retail Improvements in Phase II, when certificates of occupancy have been issued for the Retail Improvements in Phase II; and (iv) with respect to the Required Infrastructure for Phase Ii, when the Required Infrastructure for Phase II has been constructed in accordance with City and TxDot standards and inspected and accepted by the City or TxDot, as applicable. "Total Taxable Sales" means the total amount of all sales from which sales and use tax is collected from businesses located on Phase I, or Phase II, as applicable, excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Bames & 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." "TxDof means the Texas Department of Transportation. "US 380" means U.S. Highway 380. Section 3. Term 3.1. This Agreement shall be effective as of the date of execution by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase I (but not before January 1, 2010, and 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 installment payments on the Program Effective Date for Phase I and shall continue to make such installment payments for 180 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 payment to Grantee of the full amount of the Program Grant for Phase I, or (ii) the payment to Grantee of all Program Grant for Phase I installment payments regardless of whether Grantee has been paid the full amount of the Program Grant for Phase I. 3.2. This Agreement shall be effective as of the date of execution by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase II (but not before January 1, 2010, and not later than January 1, 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 installment payments on the Program Effective Date for Phase II and shall continue to make such 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 payment to Grantee of the full amount of the Program Grant for Phase II, or (ii) the payment to Grantee of all Program Grant for Phase II installment payments regardless of whether Grantee has been paid the full amount of the Program Grant for Phase II. Page 4 4243130.7 57708.1 scour documentslcontracts1091a1Iegiance chapter 380 incentive agreement.doc Section 4. Program Grant 4.1. For each month of the Program Grant for Phase I term, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase I 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 on Phase I. Monthly Program Grant for Phase I installment payments shall be calculated as provided in Section 5 below. Issuance of the first certificate of occupancy by the City to a tenant within Phase I shall be a condition precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for Phase I installment payments may be withheld at any time if there are delinquent property taxes on any property located in the City of Denton owned by Grantee and will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, the Program Grant for Phase I installment payments will cease, this Agreement will automatically terminate as to Phase I, and Grantee will refund to the City all Program Grant for Phase I installment payments previously made if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January 1, 2013. In addition, the City, in its sole discretion, may terminate this Agreement as to Phase I if Substantial Completion of the Required Infrastructure for Phase I- has not occurred on or before January 1, 2013. 4.2. For each month of the Program Grant for Phase II term, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II 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 on Phase II. Monthly Program Grant for Phase 11 installment payments shall be calculated as provided in Section 5 below. Issuance of the first certificate of occupancy by the City to a 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 withheld at any time if there are delinquent property taxes on any property located in the City of Denton owned by Grantee and will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, the Program Grant for Phase II installment payments will cease, this Agreement will automatically terminate as to Phase II, and Grantee will refund to the City all Program Grant for Phase II installment payments previously made if Substantial Completion of the Retail Improvements in Phase II has not occurred on or before January 1, 2015. In addition, the City, in its sole discretion, may terminate this Agreement as to Phase II if Substantial Completion of the Required Infrastructure for Phase II has not occurred on or before January 1, 2015. Section 5. Computation of Program Grant 5.1. Program Grant for Phase I installment payments for each month of the Phase I term shall be made in amounts as set forth in Table I below based on the applicable percentage of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales for the preceding month indicated by the most recent State Comptroller's Monthly Sales Tax Report for Phase I. 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 shall cease to issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably Page 5 4243130.7 57708.I sAour documentslcontracts1041ailegiancc chapter 380 incentive agreement.doc equivalent and mutually agreeable alternative method of computing monthly installment payments. Table 1. Phase I - Property North of Highway 380 Percentage of City 1%% Sales Tax Term Until a total of $12 million in grant payments for 60% Phase I have been paid, or 60 months after the Program Effective Date for Phase I, whichever comes first. Until a total of $15 million in grant payments for 50% Phase I have been paid, or 120 months after the Program Effective Date for Phase I, whichever comes first. Until a total of $20 million in grant payments for 33.3% Phase I have been paid, or 180 months after the Program Effective Date, whichever comes first. The total term for Phase I will not exceed 180 monthly grant payments and will not exceed a total of $20 million in grant a ents. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business(es) located within Phase I 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 back to the State Comptroller sales tax previously collected on reported sales within Phase I, the next scheduled Program Grant for Phase I 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. 5.2. Program Grant for Phase II installment payments for each month of the Phase II term shall be made in amounts as set forth in Table 2 below based on the applicable percentage of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales for the preceding month indicated by the most recent State Comptroller's Monthly Sales Tax Report for Phase II. 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 shall cease 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 monthly installment payments. Page 6 4243130.7 57708.1 s:lour documentslcontracts109WIegiance chapter 380 incentive agreement.doc Table 2. Phase II - Property South of Highway 380 Percentage of City 1%% Sales Tax Term Until a total of $15 million in grant payments for 60% Phase II have been paid, or 72 months after the Program Effective Date for Phase II, whichever comes first. Until a total of $30 million in grant payments for 50% Phase II have been paid, or 156 months after the Program Effective Date for Phase II, whichever comes first. Until a total of $42 million in grant payments for 33.3% Phase II have been paid, or 240 months after the Program Effective Date, whichever comes first. The total term for Phase II will not exceed 240 monthly grant payments and will not exceed a total of $42 million in grant payments. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business(es) located within Phase II will be reflected in the monthly Program Grant for Phase II installment payment in which such overpayment or underpayment was reported by the State Comptroller. If for any reason the City is required to remit back 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 Obligations In consideration of the Program Grant for Phase I and the Program Grant for Phase II, Grantee agrees as follows: (a) The Retail Improvements for Phase I and the Retail Improvements for Phase II shall be designed and constructed to provide attractive retail environment consistent with other first class retail centers in the Dallas-Fort Worth area. Design shall reflect an attention to architectural details, the use of high quality materials and finishes, visual interest, and articulation of building facades that is generally consistent with the design features shown in Exhibit C. (b) 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. (c) Grantee shall fund the Highway 380 Improvements currently estimated to be approximately $10,000,000, and shall guarantee funding by providing the City with an irrevocable letter of credit pursuant to the Development Agreement for Rayzor Ranch Page 7 4243130.7 57708.1 sAour documentslcontracts1091aUegiance chapter 380 incentive agreement.doc (US 380)• Failure to provide the letter of credit will be a default under this Agreement, and the City may withhold all Program Grant 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 Program Grant. (d) The Property will not be conveyed during the term of this 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 subsection 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. (e) Grantee will dedicate within the Property all required right-of-way for the future expansion of Bonnie Brae as a secondary arterial. (f) 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 IMP 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 During the term of this Agreement, the City reserves the right to conduct audits of the sales and use tax records of businesses located within the Property if, in the sole opinion of the 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 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 of 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 II 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 I and/or the Program Grant for Phase II to investors, lenders, or other parties designated by the Grantee. Page 8 4243130.7 57708.1 s:lour documentslcontracts1091allegiance chapter 380 incentive agreement.doc Section S. 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 11 payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMMD TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENT'S IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 19 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 CREDIT AS PROVIDED BY SECTION 6(C) HEREOF, (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE H DOES NOT OCCUR ON OR BEFORE JANUARY 19 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 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(C) HEREOF; AND (1V) 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 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 of Grantee'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. Page 9 4243130.7 57708.1 sAour documentslcontractsloglallegiance chapter 380 incentive agreement.doc Section 11. Representations by the City The City represents that: (a) 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 Agreement and.to carry out its obligations hereunder; (b) 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; (c) 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; (d) This Agreement constitutes a valid and minding obligation of the 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 that: (a) 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; (b) 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; (c) 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 (d) Grantee has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability, through borrowing or otherwise, to Page 10 4243130.7 57708.1 sAour d0cumenWcoutracts109WIegiance chapter 380 incentive agreement.doc 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 Retail Improvements and Required Infrastructure 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 (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 hereof 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). If any Interested Parties are 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 any Interested Parties and to otherwise permit such Interested Parties 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 of default 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 Interested Party, consistent with the provisions of this Section 13. 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 of the Development Code of the City of Denton. 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. Changes and Amendments Except as specifically provided otherwise in this Agreement, any alterations or deletions to the terms of this Agreement shall be by written amendment executed by both parties to this Agreement. In the event the Texas Legislature increases or decreases the City's I V2 per cent sales tax allocation, and such increase or decrease is adopted by the City Council, such action shall not constitute an amendment, change or alteration to this Agreement. Page 11 4243130.7 57708.1 Oour documentslcontracts og\aliegiance chapter 380 incentive agmement.doc 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 hereunder as related to Phase I and/or Phase II upon written notice to the City of such assignment. If 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 of the 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 company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. If to the Grantee: Allegiance Hillview, LP 1345 Avenue of the Americas - 46th Floor New York, New York 10105 Attention: Constantine Dakolias, President with a copy to: Allegiance Hillview, LP 5221 North O'Connor Boulevard, Suite 700 Irving, Texas 75039 Attention: Andrew Osborne If to the City: City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8307 Fax: 940.349.8596 4243130.7 Page 12 57708.1 sAour documentskontracts\o9Wlegiance chapter 380 incentive agreement.doc With a copy to: City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8333 Fax: 940.382.7923 Section 19. Venue The obligations of the parties to this Agreement are performable in Denton County, Texas, and if legal action is necessary to enforce same, 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. Section 21. Governing Law This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 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. Page 13 4243130.7 57708.1 sAour documentslcontracts109WIegiance chapter 380 incentive agreeincadoc EXECUTED and effective as of the day of , 2009, by City, signing by and through its Mayor, duly authorized to execute same by action of the City Council and by Grantee, acting through its duly authorized officials. CITY OF DENTON, TEXAS MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: GRANTEE: 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 By: Name: Title: Page 14 4243130.7 57708.1 sAour documentslcontracts1091allegianee chapter 380 incentive agreement.doc ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON ) This instrument was acknowledged before me on the day of 2009, by Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of said city. Notary Public, in and for the State of Texas My Commission expires: STATE OF TEXAS ) COUNTY OF ) This instrument was acknowledged before me on the day of , 2009, by the 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. Notary Public, in and for the State of Texas My Commission expires: Page 15 4243130.7 57708.1 9Aour documentslcontractAWallegiance chapter 380 incentive agreement.doc EXHIBIT A ELIGIBLE IMPROVEMENTS Total Estimated Costs Eligible Improvements for Phase I and Phase II H 380Im Improvements 8,133,150 Site Drama a 4,720,750 Re 'onal Drainage Improvements 2,696,750 Internal Commercial Roads, includes water and sewer 20,004,064 Scripture Road hn rovements 675,050 Bonnie Brae Im rovements 1,271,900 Public Parkin Garage 6,730,375 Major Public Infrastructure Relocation 2,013,650 Miscellaneous Fees/Services 5,754,311 Interest During construction on Commercial Development 10,000,000 $ 62,000,000 A minimum of $20 million in Eligible Incentive Costs for Eligible Improvements must be expended for Phase I of the project, including but not limited to, the construction of Hwy 380, in order to qualify for Program Grant Payments for Phase I. A minimum of $42 million in Eligible Incentive Costs for Eligible Improvements must be expended for Phase II of the project, in order to qualify for Program Grant Payments for Phase Ii. Page 16 4243130.7 57708.1 sAour documentslcontracts1091aiiegiance chapter 380 inccntive agreement 030609.doc EXHIBIT A ELIGIBLE IMPROVEMENTS Total Estimated Costs Eligible Im rovements for Phase I and Phase II H 380 Im rovements $ 8,133,150 Site Draina e 4,720,750 Regional Drainage Improvements 2,696,750 Internal Commercial Roads, includes water and sewer 20,004,064 Scri tore Road Irarovements 675,050 Bonnie Brae Im rovements 1,271,900 Public Parking Garage 6,730,375 Major Public Infrastructure Relocation 2,013,650 Miscellaneous Fees/Services 5,7542311 Interest During construction on Commercial Develo Tent 10,000,000 $ 62,000,000 A minimum of $20 million in Eligible Incentive Costs for Eligible Improvements must be expended for Phase I of the project, including but not limited to, the construction of Hwy 380, in order to qualify for Program Grant Payments for Phase I. A minimum of $42 million in Eligible Incentive Costs for Eligible Improvements must be expended for Phase II of the project, in order to qualify for Program Grant Payments for Phase IL Page 16 4243130.7 57708.1 Exhibit a JWTAL) X13RAMN,WRW tS MCTMQ B.ByB. & C.IUZ COMPAN;Y:,SMVEY, ABSTRAr>+r MO. 192 PART ONE BflNG.:.o--act of'i w situated in On Francis Batwn-Survey, Rte: No. 43.4n an City of Dwon, Penton = Countyx rsxas4 being ail ore °datled 121:4759 arm tract (d+esw of S w Mali. Tract, Tr ad 2), desCn-W 10 dood to .Denton 1-IiltvWw. L.P., facoWed in Denton sxu* wk's Fite No. 20054327450:of'Ste kOW A Kopf t Records of:Denton " County, Texas: all of a oaliad OL2254 crp,"tit (Tract 1) a.cow 2.1017 acre tract (F t-2) and a OW'-2.2200 acre-traq (Tract 3) desci bed in deed to M antum al tnW,3d( Storage. L-P" . recorded fn VO,400 a 502 , Page 01847 of the Real Property 0.9cotft of Denton GMXAy. Teas, part of a called `1"8.289 aC1•+e kract, desCnbed::ift~ died by Denton Property Jotr#Yenture: recorded'ifr~De , rrrty"t,l k's File Na 004:,W.101310 of ft Rte[ Froparty Reoardzs of t?entar aunty. as, all ota celled 2.999 aae tract, descr1W deed to tae Half Properties, Ltd.., recorded in Denton County Ct WtF' a No. 200:5-M31 of the Real Propedy Records of Denton County, `texas. being part of a called 8.9217 acre lrad of laW describe l in Dead td tlAmL*a Greek Development, Inc., recorded in Volume 4562, Pap 0583:x' tre Real Property Records 9f Benton County. Texas. and an of Lot 1 of SANDY ADDiTIM an addition to#* Oily ,of Deft D8ntort County; Tarts, .according to the plat: thereof recm ded In Vdiume 13. Page 47 and Cabinet J,. Slide 348 of the Plat Recorda•ot Oentod County; Tax": ahd'betnp:more fly deed by mates and bounds as fokws 131EG.,IlilHfNO at a 112-ingh- Canxod found'lorthe nortt#:wW of & corrsardipat fte'infefsection ciftha ftoM right-cf-way dine of west L n6mrsitry Drive (U S_ Hlglrflray No. 380, a 1O0,2Q v►irle pe kAW t all) and itpawostr$ghl-ofy fi a rOonnie18raeSkeet#variitilewidthp►ublicfigit 4sy).fortita`mrad,ee8" souOulast comer of the beforernisiftned tot t arSAMYY.Aflf]tTiM TH t+tCE with -the touter cGp, South 45°48'44''Vftst,?a'dista of S0 9Ci'l Kta 3 4frwh Iron;;rod kKMW far comer; a THOLE with the nr Ah AW" way flne of West Unbmwelty Orim. the fofCaiMM coureesgW diglenm to North 89'4TM West. a distanoao+f 773.40 feet WA O-Inrh Iron rod ai th.'ittiA" Cup r: Nd' ii$ 56 28' Wea ; a dlsW= a 17$1.77 jtfel t4 a! 1424nch Wntrid found #or ~a aanil easf.caprr ar"~rC aailed &9z3T af'rstrtlte T"EI(Crm ew4ft tha north right-of-way fine of Wed {nkvro' OrIve to SM iino Of the 8.9r?-8 am act, North O(rZr4W'EWI. a".dunce of 276A0 feet: to a pmt forwrmr, THENCE crow" the oaf 0.6217 acre tract. the following ! to 9tift= forth 89`IOW Wei a desta"nce of 227.61 feet to a potnl far comer --Nam 00 5$'35` East a distaince of 80119 feet to a taint for o=w, F -North 89'0Q s' Owl, a dIMar ri of 2MOO fast to a paint far mater in ttte Est 1 dal I. Bock A of PORTEMANDRUS.AgQ tIONi. an adcliilton to the City of Denton. Dientorr Coum .Tuns,, oW01M U; f&a Plat Mrso recorded in Cabinet O Slide 45 oUthe Plat Raw& olperftan Count%'roam r u" rn with the east line of Lot" 1,. mock A and the east I ne of Lot Z 81o*A of pORTE{3/~Wt]RIJS , an addition to the 4alty'ef I? qn, Denton coultty, fiexa& ngto the plat thereof recardgl# V. Slide 858 of Hse Plat Records of Denton County, Tsirats, Dearth tIQ"fiEX47' WQA a.di Wit of 217.71 4rich km rod riltti:IMA." cap set for the ~ Comes( Lot 2.'alQGf A. vrtthttse'narth and 111~eSt linesof Lot2 Mock A,1he purses lllyd ncaS t o th 88°42"M1 West. a dWsnc a of 4MOj feel to a SM41bC rIRM iod vifitl "'14ff►" o~~ far earner ter Oi°28'p West, a alistance of 28.Bg fecal to a 5l8-imh icon and whet "KHA• W td f ast corner nt Lot "/R. BI(x* 1 of ALv#4 AND CHARLOTTE wHALEY ADDt XW. an a&* - to the f"Oent m Donlon.County, Texas, ,accordng to the platgwrW nNuded in Cabinet' I.Stide 149""of atR orris. of.Ow m C4,T THENCE leaving the west floe of Lot 2, Bb *A d(POPME tMNMUS AOt)ITIQN vWlh the otth. kw of Lot 1R., Bfoclc 4 of ALVIN AND CHARLOTTE VA iALEYADDMON; NoM 88'3128' wmt a dswm gf .31 to a 5M-Inch iron rod r *KW cap set In the aorofts"ow.0- ay 1ftetstala variable vAdth Public rrght=af-m. y) for the mast noMu: " N0 3v e p, O V ft V DDITI rtylicstilwest comer of Lot 1 R, Block I of ~ALVIN AND *'~.nrli.EIiv.1:/~ ~Olti THENCE leaWM the north lift of Lot IR. Block 1 of ALVtN AND CHARLOTTE: wHALEY ADITUc)N with go .Omheaslerty Agtwof ww hire interstate Fltghway No. 35, North 16-075C West; a du;tance of i?32.67fmf to a SM inch r fad with MW flap set for the wu*mest Comer of Lot 14 of GRI?EN"y CL115 ESTATES, an addtion to the City of DorAM Denton County . T" U. according to the oat Itret~ raaorded in Volume q; Page 27 -of tire.. at Records offtntmr , Texaa,• THENCE leaving Me northeasterly *9-d-way list lydsmtate KgNv*y Mm _ 95 vilthlbe south andeast Rncs'gf GMENWAYCLUB ESTATES. tte Iallaertgaftats w distances to v&- -Modh 771,F131 Est; a.dhdwce of 618.19!feet to a,04neh iron r ld wf (liJt~ cap set tarthe, tsegEnn ng of a Curve to tt* right; "Easterly, with the curve to the right, and chord through a c Ea8igie of 18'47' 0"; hanrrga tatlf~.af 34S.t3Q Wit, bearing and distance of North $1°3g'03' East, 100.76 . pan M-Inch iron rod with 'KKA: cap set for ttep and of the curve; a tttancs cd 1111:13 feet bpa North 89°5648":East.-a distance of 364.x16 feet to a5itl-inch iimiad ttt "KbiA pp8et rr~ma -MOM t3p°WWO West.: a distance of 450.70 feet to a 51&'sxor bon eod*ftVjQ w cio {or the mmbN" GMW of Lot t, lock 0 of WESTGATE HEIGHTS, an addition b- ft City of Dankn, DOMW County. Texas, according to,Uwplat thereof mcortled irt.C9I** E. Slide 78.of e, Plat -i ;of 00plon tw tjf: Totsix TI IENCE .leaft11 m east Iirwof G'I;ZE-'NWAY CLUB ESTATES v *h tt $oulh t +easl tirres oil" HOOHTs. the killowkig = "and Man= to brit: ,Nasrgt 89'37" East «f[dii4~rlCe of-48.23 Peek to i}~+bansodr,~"capsettorcararr; ~ -South 87°34"57",East. a fttance of 7042.99 feet to a5f&lnrh hon M d"y : ap Sid farmer. --mom o0.3xsr t=art. a dtSmoft td 31" feint to a winch Iron nod 4"*=P 20 fo the ~ nOf tuttty ry t corner OVUM be ned121.4759 acre toad 1 st o THENCE kmv*V the east thin of "WEST TE,ROta'M wah the north fine of the 121.47% acre tract; x& W-"T- 8° EaK a distance of 21(67.219x beet t0 A :5l 46ch iron rod with ` ( W" top set in that t r -ok~ iota-~ 1~oitrt~ Graa S k 9 P`aAe3W:8 . sad "I HENCE leaving ths,stoftls".Iine of the 121 A78:4 acre tract with flirt weat"rWaf ► I" Bonnjt Brae Sbdeit, "thelollatnr ng iotl"s aW. ~:toa --South Wlrlg" W69t a d MnCO of 145 38 :feet * a ti Wnch ion lad:v M'Vk ":cap;ad for"CW -South OOmW4V Vilest; 0 distenre "sf50.704W Wft POINT tat 13EGINNIN G and *mtalning' 1S3.V atxt>Is o[ feed: Bowing ys ern based Lvan Ted: moo Plans ~ Sptem ng nr4rttrrr R015"10108 ~f11i81f1Q80: PART`TWO BEING a" bract of round situ 1n theaB.B. 8 C.R.R. Corrrpanyauly. ey, Ab*ad mO..1tt,2,: in the City of, DwkwL Denton qty, "Texas` b9ing pert of enetted 285.13368 aeala dtW-.(dsgcrOfion of Shaphard Hall Trace,1ract 1), deserlbed in deed to Denton f-tlliview, I -P., .recorded in Denton County. awkd s Foe Na: 20wuuso of the Real t'Fapeita►'-Rtecords of Dentorv County, Ucas; and all art M arof kOTS 1,2,8,3 PEARCY"RISTONI AODMON:NIo. 1. en addition to the City ofi)"n. Derrrnn County, 1` .a rsg:tp the plat 1He[eof recorded In Cab€nel g, Slide34 otthe Plot Retltrrdwol,06nton County. T"im. and being nice poctiou", de'srribed bymetes andbounds:as fdb++ses t3EGINNING at a 5/8-inch. #M, rot! found in Me south dghl-of-way 6e otif OM Udvrxeity Drive (U.& FAY f1o. 386; a 100.20 fool V*W public for the rnorlharfy comrrr comer of Lots2 and 3 of Ow be rrierlabned LOTS 1:2 &'3 ;PEARGM!!I M- STON ADDITION; 'THENCE leavmg the saulh.rtgM-of-gray trite TfifeSt tJntvera tylaritra w tltls-oaewA 3ne of Lob 2 and 3 566t Ot 60W Wed. a dates of SOCL1i0 feet to * E&Mch Iron nod found forwe tz *Ndy mm= m Creator of loft 2 end2; TWNCE teaVhtg the comritan line Of Lots I MW 3 with the south of Lot 2 and trot 1-C of Lora -tA, i"-C "P,EARCY104RISWU ADDITION No. 1,; anaddiflon to the City of Denton, Denton County, l"exK acaeording to the plat thereof recorded' in Cabinet E, Slide lee of he Pint Re=ds of Denton Cm*. T Soul ft *04'34- East, Pamdng the southeast ci✓arrer of Lot 1-C at a distace. n of 711„%;fed astd.cxftuing for a 100d distaMa of 730.80 feet a M4nch iron iod. found in ft w' ed riWd4 =way fns of Oorale $:(g, vale width public rfg.hWA r) for" most: easterly thrill co~ WOthe,be ione~ 8 am track, n TIDE *m YU* west r ghl-cr[ w,sy .iijr of Smile ter $000, the fdoawi.nq m tees WW doe sla wit: -South 110"8%4" West.'a dslarred of 1438 tf1 feat to a W84nch iron rodwit'fiiFiAt"' ly --Sottli► 00* 1"1"v'Vest. a di'gUmm at 117W feet We &84n h iron tad s -KI- `oar W for the 3 begin :of a curve tn't!m , SoulFj terly. with the curve to, tflaT19ht. *A%Mh a central angle ofA6,4VM01_ Ira a Vr 321.47 feet. and chord, bearfng anti diderw* of South 23*1,747' 1Wedt -245M %Kwr arch 252.35 teat to a 5*4neh iron rod found for the ginning of a reversa o e;jo fitafieft; s --SouthwesteAy.'vvith the "the outvote the left, through a currier aroma"of 87'31"56'; t»irlg ~l,r^dslte~pf ~ g 382.01 feet. and otwN being and distance of South j7*04V48"Wd*; 377.30 feek en 'disiertce of . 3$3:53 feat to WON-Ira iron and found for aw end of the curve", tt► i i'4110' East s distance of 1057 fad to a 3f84nch kon vod fclnutd for ittanorlit end of a r+omet' dlp At #0 kwtaraedroa of the north dgW-of-way tie ct SrliRteM Street (a vanabis wk th pAft s ngtr oPway) and the Est right-Of-Wetl llhe d BorWe Sme:&tmet; p r TKO rkftti the ctorner clip, South :381:33`x" Wit, a d r*e of 11.48 ;&WtffiL M8141ch Irtt RW Montt thesouth andofvw,* lerc FTHE%lff with the north' goo t>if'Scripture Street, tV aB°5l3 10 'gil eh *w fad found, In thesot M titre of265,t336Sam. a distarme of i?&5.16 fat samgther~olWdghtW-yrr~y1it"of5e>fpWfartb !Q1'02=* East, a distancB-ef 500.06 feat taa S%4rich h Nrd:iT rrd [ordrth W WW:1 t, a ~s=W 761.56 feat to a G ich iron rood iour~d: bre~orner ith olm2w ViSK:adSencar SQQ Qt3 feat to a 5M-in bpd faia t trt t[tc ncxth: HMO so~ ItENCE: With the tauth. right-d-umy One of Scr P SVee1. the NOW irtg; ~ ~'ta:arit: -north 886581W 1[ii'est. a ds wra of 318A4 feet to a SB-f~#r it~nr oad grids °KFtAk's~t forptl~er, -Noah 88°4826` !I %$tk a'.dWtance of 41.73 teet to a iror► nod ictinuf'rn: that n0[tiwswmltt d - WRY:lh* ttdetstate Highway No, 36 (a var a vddlh put& r c(4vay) and eofth . right-of," UFO of Scripture $lr*M br the moat ul8ariyw6owesi. of"" 1 65 wo vapt THENCE iWth 0* 110* "Wy dg t-okay Ina:lr t, alt , No. 86. #w tjo" t t w th imxr west, a - d i m of 3a.32 f e e t t o a E i C $ . i i a h kon cad vA h %w4mp ow for gt ; lath IV24'OCi' WON, it d once of 3494.36 to a &S t h iron rod kundfix;aafrtae: -NoM UMM" East,a sdslance cf 171.01 teat to a 34nrh brass ooh e.taudd Cwccrrrer.,: North 48OW12' Eft, 4t dManoe of 30"S feet to a S &kxft imn:tad:fau Wi Wrcurnw. -Nodh W,321r East, a roe of 114.22 feet to a 5l8-lncil lisrrt roiffound "North or5ow Eaat ,a distance of 13:05 feet to wco e:MMwMerrf ferrnd in Mo MMM dqW urwof Walt LJ w ty givev TH04CE W" the WM*wtedy'Ot•of-wayTine 6k n ude HWMW + NO. z t~* Mve, ft ~ NO. s wrr ire s tr, n%f y One t -South 88*56 2r test, a ds ome of 2440.08 feet to o 5M4 ndf: ofl 1od"w811 "iiW - Acres es of arlcL t}l"`, :aw t , a dlWpr~ of 117.72 J to:f POINT OF SEt2U~IM8 contahu Jartd. np X6.91: g Bearing system based 14M Tf' ate pilarre Coprdinate Win. using ftftw~ R0611t1ifB A R0~'Et7£!~: This dorxun al was:.prepareed under g TAC W3.21, - rmAlftaed the rissu#t$ of an bn #te ground s°^'aY and is not to be u$W to iSoWay Of ear Interests in M W VMpody! wmogttx * fthts and interests mpW orastat,Nistw by 9* aeo"Mim ft=M gott of the r, bbmwtxr:olthe polilteal ak&idoo forh_a was d prevailed v Q W4 PAIN fM.37ACRW AmN BASwR Ey4 ABSfi GTNQ 4s CM, OF;QWY7' , bOVM COUN7Yj TWOW w or t PART t ~s~s~ ;acmes as°r"cr'""A au:.. +u to AMP .1 2 Mr. L w T $ 4 n7 - w a~ An Tk! SAO. SCALE. • PART TNT?, 2M9, ACRES $.8.A 8 CJM COMPANY SURVEY, ABS TRAG`T7VOt 'I# Crff OFDENTON, DWJTW COUNTY , 7EX4S rCSr FDBYT r MART e PART z 256. 97 ACRE-S All BMW- K x R~J92'D► ~~817!'3d• -2U aKrsso-~p-r ~ ~~,wa ~ # ./11k~r 57t so7p~. dt~.~!• S n J19k- SLR. , 3ie can it, Pia 6 awls Y I Exhibit C Six Pages Ae ✓L s I \ jl f ti { ~I - r r r~ J mcR r~'F^ k 4 ~l~ 'y r, . E t III— A-.0 i.s r ~ r Y Y } d 1 C ~ !.a dt l 4 f~} S ~ 4 or _ Sys , YT~j l l i r i 1 1X , r I r _ 1 `l JJ i VvI _ L." Y, 4 ~a K,. a4 kr y { t a a J 4' d P V ~ w t ~ c~F -r _W_ W t rr` laws t► a Am= n r-.-..- TV - _ - i t._ ' I rd, -CO ry 'r . 61. ~ - H no L-.,j 6.} w 1 ~ It: 4, ~ N1 ~ Y d W s C Ie ,d 97 i.l,11 cc t2a =ar j. it, i v~ 77 -r7-`, _IF ~o _ CG z. I , 1 7 ` a if { F ! _ r4?11w~.ryr,. AGENDA INFORMATION SHEET AGENDA DATE: March 10, 2009 DEPARTMENT: Legal Department CM/DCM/ACM: Jerry E. Drake, Jr., Deputy City Attorney SUBJECT: AN ORDINANCE AUTHORIZING SETTLEMENT OF LITIGATION STYLED COLLEGIATE COMMUNITY OUTREACH DIBIA UNT CHI ALPHA, ET AL. V. CITY OF DENTON, ETAL., CAUSE NO. 4:07CV564, CURRENTLY PENDING IN THE US DISTRICT COURT, EASTERN DISTRICT, SHERMAN DIVISION, UNDER TERMS PREVIOUSLY DISCUSSED IN CLOSED SESSION, AND FURTHER AUTHORIZING THE CITY MANAGER TO APPROVE A COMPROMISE SETTLEMENT AGREEMENT, AND SUCH OTHER DOCUMENTS RECOMMENDED BY THE CITY'S ATTORNEYS AS NECESSARY OR APPROPRIATE TO EFFECTUATE SUCH TERMS OF SETTLEMENT; APPROVING THE EXPENDITURE OF BUDGETED FUNDS; AND DECLARING AN EFFECTIVE DATE. BACKGROUND: This lawsuit arises out of legal issues associated with the City's zoning regulations. OPTIONS: Approve or deny the ordinance. RECOMMENDATION: Staff recommends approval. FISCAL INFORMATION: Reported in the City Attorney's Status Report. Respectfully submitted, eputy City Attorney S:lDur Docnma4 Mi9CCl]encous109}ags¢da Moswalim sbe -chi alpha-dw ORDINANCE NO. AN ORDINANCE AUTHORIZING SETTLEMENT OF LITIGATION STYLED COLLEGIATE COMMUNITY OUTREACH D/BIA UNT CHI ALPHA, ET AL. V. CITY OF DENTON, ETAL., CAUSE NO. 4:07CV564, CURRENTLY PENDING IN THE US DISTRICT COURT, EASTERN DISTRICT, SHERMAN DIVISION, UNDER TERMS PREVIOUSLY DISCUSSED IN CLOSED SESSION, AND FURTHER AUTHORIZING THE CITY MANAGER TO APPROVE A COMPROMISE SETTLEMENT AGREEMENT, AND SUCH OTHER DOCUMENTS RECOMMENDED BY THE CITY'S ATTORNEYS AS NECESSARY OR APPROPRIATE TO EFFECTUATE SUCH TERMS OF SETTLEMENT; APPROVING THE EXPENDITURE OF BUDGETED FUNDS; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the proposed settlement of litigation styled, Collegiate Community Outreach DIBIA UNT Chi Alpha, et al. v. City of Denton, et al., Cause No. 4:07CV564, currently pending in the U.S. District Court for the Eastern District of Texas, Sherman Division, under terms previously discussed in closed session. SECTION 2. The City Manager, or his designee, and the City's Attorneys are hereby authorized to act on the City's behalf in approving and executing any and all documents necessary or appropriate to effectuate the terms of the settlement, including the expenditure of budgeted funds, and to take other actions necessary to finalize the settlement. SECTION 3. This ordinance shall become effective immediately upon its passage.and approval. PASSED AND APPROVED this the day of , 2009. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BUR 15FF~~ ATTO Y B S:10a Ducunx®ts'0rdinenoes509 W alpha scnluumt "dinanceda i I