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HomeMy WebLinkAbout2003-365FILE REFERENCE FORM 2003-365 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES) Vate Initials Amended to Agreement - Ordinance No. 2004-138 05/04/04 JR ORDINANCE NO.y6Q — J& AN ORDINANCE OF THE CITY OF DENTON, TEXAS GRANTING AN EXACTION VARIANCE TO THE PARK DEDICATION AND DEVELOPMENT FEES REQUIREMENTS FOR NEIGHBORHOOD PARKS FOR ROBSON RANCH, PD-173, BEING A RESIDENTIAL DEVELOPMENT CONSISTING OF APPROXIMATELY 2,725 ACRES OF LAND GENERALLY LOCATED BETWEEN I-35W AND FLORENCE ROAD AND BETWEEN ROBSON RANCH ROAD AND LIVELY ROAD IN THE CITY OF DENTON, TEXAS; APPROVING A RECREATIONAL PROGRAM AGREEMENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the developer of Robson Ranch, PD-173, being a residential development consisting of approximately 2,725 acres of land generally located between I-35W and Florence Road and between Robson Ranch Road and Lively Road in the City of Denton, Texas ("Robson Ranch") has requested a variance to the park dedication and park development fee regulations contained in Article III of Chapter 22 of the Denton Code of Ordinances (the "Park Ordinance"); and WHEREAS, on September 24, 2003 the Planning and Zoning Commission recommended approval of the variance request; and WHEREAS, the City Council finds that the park dedication and park fee exactions contained in the Park Ordinance are not roughly proportional to the benefits received and the burdens imposed by Robson Ranch on the City's neighborhood park system due to the fact that Robson Ranch contains substantial private recreational facilities and the development contains retirement age residents and fewer children per residential unit; and WHEREAS, the City Council finds that granting of the variance is equitable, results in a roughly proportional subdivision exaction, and is in the public interest; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The following variance to the Park Ordinance is hereby granted: a. The formula for the calculation of the amount of park dedication to the City shall be based on a rate of 1.8 people per single family or multi -family unit. b. The cash park development fee to be charged at building permit shall be $145.50 per single family unit and $117.54 per multi -family unit. C. In addition to the cash park development fee a credit will be established in favor of the City at building permit based on $145.50 per single family unit and $69.46 per multi -family unit for use under a Recreational Program, to provide the City SAOur Documents\0rdinances\03\Robson Park Variance Ordinance.doc with recreational services in kind pursuant to an agreement between the City and Robson Ranch in substantially the same form as the agreement attached hereto and made a part hereof by reference (the "Recreational Program Agreement'). SECTION 3. The City Manager, or his designee, is authorized to execute the Recreational Program Agreement on behalf of the City, exercise the rights and duties of the City under the agreement and to make modifications to the agreement related to the type of recreational activities to be provided in kind and the associated programs so long as such modifications are in keeping with the spirit and intent of the agreement to provide recreational activities for the citizens of Denton. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the # — day of (fi , 2003. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: AP OVED AS TO LEGAL FORM: HE. IM 2".e/ &7r,1L - EULINE BROCK, MAYOR Page 2 RECREATION PROGRAM AGREEMENT THIS AGREEMENT is made by and between Robson Denton Development, LP, an Arizona limited partnership (the "Property Owner") and the City of Denton, Texas, a home rule municipality, located in Denton County, Texas, (the "City"), as of the effective date, upon the terms and conditions set forth herein. WHEREAS, the Property Owner is the owner and developer of the Robson Ranch Development, being PD-173, a residential development located in the City of Denton, Denton County, Texas consisting of approximately 2,725 acres of land ("Robson Ranch"); and WHEREAS, the Property Owner is the owner of private recreational land and facilities consisting of a golf course and other recreational facilities on land within Robson Ranch which is more particularly described as Amended Final Plat of Robson Ranch Clubhouse A, Lot 1, Block A, an addition to the City of Denton, Texas, according to the plat thereof recorded in cabinet U, pages 435 thru 437 of the Plat Records of Denton County, Texas, the Final Plat of Robson Ranch Golf Course A, Phase 1, an addition to the City of Denton, Texas according to the plat thereof recorded in cabinet T, pages 231 thru 239 of the Plat Records of Denton County, Texas, Replat of Lot 2R, Block A of Robson Ranch Golf Course A, Phase 1, according to the plat thereof recorded in cabinet U, pages 444 and 445 of the Plat Records of Denton County, Texas, and Final Plat of Robson Ranch Golf Course B, Phase 1, an addition to the City of Denton, Texas according to the plat thereof recorded in cabinet U, pages 338 thru 345 of the Plat Records of Denton County, Texas (the "Property") and which is depicted in Exhibit "A" attached hereto and made a part hereof by reference; and WHEREAS, the City's neighborhood park dedication and development fee regulations, being Article III, Chapter 22 of the Code of Ordinances of the City of Denton (the "Park Ordinance") require, among other things, the dedication of park land or fees in lieu thereof and payment of park development fees proportional to the number and type of dwelling units proposed for residential subdivisions to provide neighborhood park needs; and WHEREAS, the Property Owner pursuant to Ordinance No. ,200.;i- 3(o (the "Variance Ordinance") has received a partial variance of the Park Ordinance from the City due to the fact that Robson Ranch contains substantial private recreational facilities and the development contains retirement age residents and fewer children per residential unit; and WHEREAS, one of the conditions of the partial variance is that a credit will be established in favor of the City at building permit based on $145.50 per single family unit and $69.46 per multi -family unit for use under a Recreational Program, to provide the City with recreational services in kind; and WHEREAS, the City and the Property Owner have entered into this agreement to set forth the terms and conditions under which the Recreational Program will be operated; and NOW THEREFORE, in consideration of $10 and other good and valuable consideration, including the mutual covenants contained herein and the benefits received by the Property Owner resulting from the partial variance, the parties agree as follows: 1. The term of this agreement will commence on November 5, 2003 and expire on November 4, 2023. If however the City has not redeemed all service credits provided for in this agreement by such date, the City shall have the option to extend this agreement for an additional five year period. 2. For each building permit issued on Robson Ranch the City will be given, in addition to the cash payments required by the Variance Ordinance, a credit in the amount of $145.50 for each single family unit and $69.46 for each multi -family unit. These credits will be used by the City in furtherance of the Recreation Program as provided herein. The total amount of credits owed by the Property Owner will be based on the actual number of building permits issued from October 1 through September 30 of each year. The amount of annual credits should average approximately $41,000 per year (the "Annual Average") based on the total build -out over a 20 year period (5,619 units at build -out x $145.50 per unit = $817,564.50 - 20 years = $40,878.23 average annual Program credits). Any variance in achieving this figure, regardless of whether it is to the City's or Property Owner's benefit will be rolled over from year to year. Credits may be banked to either party's credit for multiple years. Should the building permit activity at Robson Ranch not generate enough credits to meet the Annual Average in any given year, the City may elect to receive advanced credits toward future building permit activity for subsequent years, if in the opinion of the City it is necessary in order to maintain the continuity of the Recreation Program. 3. hi calculating the value of the services in kind, and the applicable credit, the value will be determined based on the Property Owner's then published public rates on its annual rate sheet. The Property Owner shall notify the City in writing of the public rates on its annual rate sheet within 30 days of it being published. If the Property Owner fails to publish the annual rate sheet or discontinues recreational services to the public then the value of the services in kind will be determined based on the rates charged members for guests using the recreational facilities or if guests are not charged then the parties shall mutually agree on the value of the recreational services. 4. The types of activities for the Recreation Program shall be established from time to time between the City and the Property Owner, with the initial Recreation Program consisting of at the least the following activities: A. The City will have access to the Robson Ranch golf courses and other recreational facilities to offer annual recreational programs. Each year the City's Director of the Parks and Recreation Department (the "Director") and a representative of the Property Owner (the "Owner's Representative") will agree on an annual program offering. The City must be allowed to offer programs that will generate revenue at levels established in Section 2 above, up to the Annual Average. These programs may include, but are not limited to: weekly golf scrambles, tournaments, special event days, golf vouchers, and discounts to Denton residents. The City may provide services to all age groups, with a primary focus on adults. The Director may establish pricing for all services offered by the City. The annual program will be finalized by July 0 and will be effective on October 151 of each year. However, the first year's annual program will be as follows: For 2003-04 the Annual Program is: PAGE 2 (1.) Weekly 9-hole golf scrambles — held every Tuesday afternoon and commencing no earlier than 5:00pm for 21 consecutive weeks effective the first week after the commencement of day light savings time each year. Credit will include the cost of the green fee only. Golf cart fees will be collected by Robson Ranch. Day of activity may be rescheduled if put in writing and mutually agreeable by both parties. (2.) Tournament Play — three dates will be provided each year for 18-hole tournament play, to be held on Monday -Thursday. One date must be provided for each of the following months: March, June, and September. Credit will include the cost of the green fee only. Golf cart fees will be collected by Robson Ranch. (3.) Special Event Dates — three dates will be provided each year for Golf Special Event Programs Type of event could include, but not be limited to a junior golf event, corporate event, or community event. Dates and times will be established on an as needed basis by mutual agreement of City and Property Owner. Note: Day of any scheduled activity may be rescheduled if put in writing and mutually agreed upon by both parties. An alternative date must be provided to allow for programs to be rescheduled in the event of cancellation due to inclement weather within 7 days. B. Robson Ranch golf staff will do pairings for all weekly golf scrambles, tournaments, or other golf special events offered by City of Denton. C. If Robson Ranch reaches its capacity the Property Owner has the right to close to the general public. However, it must still honor the terms of this agreement and allow the City to continue to administer the Recreation Program, or if unable to do so, the Property Owner must then pay the cash equivalent of each credit not used no later than 60 days after receiving written notice from the City. Thereafter park development fees owed under the Park Ordinance shall be collected at building permit at the Park Ordinance rate as if the Variance Ordinance was not granted. D. The Property Owner will issue vouchers for rounds of golf to the City for no less than 10% and no more than 20% of the annual credit owed based on the Annual Average. Vouchers will count towards credit upon issuance. All vouchers will be distributed by the City. The City will receive vouchers valued at 10% of the annual credit owed by March 1" of each year in order to begin voucher distribution. The City may request up to an additional 10% during the remainder of the annual effective dates in order to achieve the annual credit redemption goal. Vouchers may be redeemed for rounds of golf and do not include cart fees. E. If the City determines that the offering of programs for the Recreation Program will not reach the average annual credit amount, the City has the option of PAGE 3 distributing $10 discount coupons for rounds of golf for Denton residents not to exceed 50% of the annual credit amount based on the Annual Average. Coupons will only apply to published public rates on its annual rate sheet. F. Even though the initial Recreation Program includes only golf activities subsequent Recreation Programs may include such recreational activities as tennis, swimming and use of the gymnasium. 5. Prior to the adoption of the Variance Ordinance and this agreement the Property Owner had paid at times to the City the full park development fee amounts per building permit required by the Park Ordinance and at times only one half of the required fee. Within 30 days after the Effective Date of this agreement the City will deliver to the Property owner a statement showing the amount of refund due the Property Owner and the total beginning credit for the City under this agreement as of the Effective Date. The City will then refund to the Property Owner one half of those fees that were collected at the full rate (the "Refund Amount"). The City's beginning credit will be equal to the refund amount plus the one half of the required rate not previously collected by the City for building permits where the City only collected one half of the required rate (the "Beginning Credit"). 6. The City will maintain records of single family and multi -family building permits and the corresponding collection of the reduced cash park development fees and the amount of Recreation Program credits per building permit. Monthly records will also be kept by the City showing the value of the Recreation Program credits redeemed by the City. The City will provide the Property Owner with an annual accounting of credits and services used, no later than 90 days after the end of the City's fiscal year. 7. Under the Park Ordinance the Property Owner has been making payments to the City in lieu of park land dedication and will be allowed to continue to make such payments (the "Park Dedication Deposit"). Likewise, under the Variance Ordinance the City will continue to collect a cash portion of the park development fees per single family and multi -family units (the "Park Development Fees"). The Variance Ordinance establishes that the amount of park dedication shall be based on a rate of 1.8 people per single family and multi -family unit. Based on the development's population characteristics, the amount of private recreational facilities provided, the Park Ordinance and the Variance Ordinance, the amount of park land to be dedicated to the City is 16.875 acres. The Property Owner shall dedicate the 16.875 acres of park land to the City free and clear of all liens and encumbrances no later than May 4, 2004 at a location acceptable to the City. The dedication of land must adhere to the guidelines set forth in the Park Dedication Ordinance (98-039). The ordinance states that the land must be `reasonably adaptable for use for park and recreation purposes, taking into consideration such factors as size, shape, topography, geology, access and location." "Prior to the dedication of land, the Developer/Owner shall make full disclosure of the presence of any hazardous substances and/or underground storage tanks (U.S.T.'s) of which the Developer/Owner has knowledge. The City, at its discretion, may proceed to conduct such initial environmental tests and surveys on the land, as it may deem appropriate, and the Developer/Owner shall grant to the City and its agents and employees such reasonable access to the land as is necessary to conduct such surveys and tests. If the results of such surveys and tests indicate a reasonable possibility of environmental contamination or the presence of U.S.T.s, the City may require further survey and tests to be performed at the Developer/Owner's expense as the City may deem necessary prior to its acceptance of the PAGE 4 dedication, or in the alternative, the Developer/Owner may be required to identify alternative property or pay the fees in lieu of such park land dedication. The park site shall be free of trash and debris and if the dedicated park land's natural condition is disturbed during construction of subdivision improvements then Developer/Owner shall be responsible for returning the dedicated land to its natural condition prior to or at the time of final plat filing and the public improvements to be constructed per the applicable subdivision plat will not be accepted by the City until such time that the above conditions have been met." The land to be dedicated will be located on property currently owned by Robson Ranch that is located north of Lively Road. Any additional dedication of land over and above 16.875 acres will not be given credit against park dedication or park development fee requirements. If the park land dedication is made by that date the City will refund the Park Dedication Deposit to the Property Owner and use the Park Development Fees to develop the park site. Notwithstanding anything contained in the Park Ordinance to the contrary, the City will have at least 10 years from the date of dedication of the park to expend those Park Development Fees received as of the date of the dedication. The City will continue to collect the cash portions of the Park Development Fees and be given credits under this agreement for services in kind under the Variance Ordinance as new building permits are issued. If the park land dedication is not made by that date the provisions of Section 22-40 (c) requiring expenditure of park fees within 10 years, will be considered waived by the Property Owner. In such event the City will be entitled to use all park dedication fees and park development fees paid for single family and multi -family units in Robson Ranch for acquisition and/or development of park and recreation facilities within a 1 mile radius of Robson Ranch. 8. The Property Owner hereby declares that all of the Property shall be held, sold and conveyed subject to the covenants contained within this agreement which are restrictive covenants touching and running with the Property and shall be binding on all parties having any right, title or interest in the Property or any part thereof, either now or in the future, and their successors and assigns, and shall inure to the benefit of the Property Owner, the City, and their successors and assigns. The City and Property Owner have simultaneously entered into a Memorandum of Agreement and Restrictive Covenants (the "Memorandum of Agreement") in substantially the same form as the Memorandum of Agreement attached hereto and made a part hereof by reference as Exhibit "B" which shall be recorded in the Real Property Records of Denton County, Texas. 9. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage prepaid, certified mail, return receipt requested, addres- sed to the City or the Property Owner, as the case may be, at the address set forth beneath the signature of the party. 10. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are fully performable in Denton County, Texas. Exclusive venue for any lawsuit enforcing or interpreting any of the rights and obligations under this agreement shall be a court of competent jurisdiction in Denton County, Texas. 11. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors and assigns where permitted by this Agreement. PAGE 5 12. 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, said invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein. 13. This Agreement constitutes the sole and only agreement of the parties and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 14. Time is of the essence in this Agreement. 15. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. 16. The recitals in the preamble of this agreement are substantive and are incorporated into the body of this agreement by reference. EFFECTIVE as of the day of _ lIZ/(�YL¢1YJ 2003 (the "Effective Date"). THE CITY OFDENNTOON,,TEXAS By: *-4Arw—\— Michael A. Conduff, City Manager 215 E. McKinney Denton, Texas 76to, 1 ATTEST: V� l JENNIFER WALTERS, CITY SECRETARY J J BY: APPRO ED AS TO LEGAL FORM: HERBERTkPPUTY1,,CITY ATTORNEY BY: Uxe m , ROBSON DENTON DEVELOPMENT, LP, an Arizona limited partnership By: DENTON PROPERTY MANAGEMENT COMPANY, an Arizona corporation its general partner By: Jim Poi 9532 East Riggs Road Sun Lakes, Arizona 85248 PAGE 7 STATE OF TEXAS COUNTY OF DENTON This instrument is acknowledged before me, on this � day of 2003 by Nfiehael A. Cenduff, City Manager, of the City of Denton, a municipal corporation. qw�Z+tf tN atl� a, JENNIFER K. WALTERS Notary Public. State of Texas My Commission Expires December 19, 2006 STATE OF § COUNTY OF N ary fuillic in and for State of Texas in 'This instrument was acknowledged before me on this �+L' day of t D03bb t l , 2003 by Jim Poulos, Vice President of Denton Property Management Company, an Arizona corporation, general partner of Robson Development, LP, an Arizona Limited Partnership, as the act and deed of said limited partnership. —FM AL SHEILA BRACKEN NOTARY PUBUC STATE Of ANIZOM MAFICuPA COUNTY My Camm; Ex ices July 1, 2004 S" ? CNG.r� Notary Public in and for State of PAGE 8 EXHIBIT B MEMORANDUM OF AGREEMENT RESTRICTIVE COVENANTS STATE OF TEXAS } } KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON } THIS Memorandum of Agreement and Restrictive Covenants ("Restrictive Covenants") are made and entered into as of the 5th day of November, 2003, by and between the City of Denton, Texas (the "City") and Robson Denton Development, LP, an Arizona limited partnership (the "Property Owner"). WHEREAS, the Property Owner is the developer OF the Robson Ranch Development, being PD-173, a residential development located in the City of Denton, Denton County, Texas consisting of approximately 2,725 acres of land ("Robson Ranch"); and WHEREAS, As a part of Robson Ranch the Property owner has constructed and maintains certain private recreational facilities on certain real property within Robson Ranch which is more particularly described as Amended Final Plat of Robson Ranch Clubhouse A, Lot 1, Block A, an addition to the City of Denton, Texas, according to the plat thereof recorded in cabinet U, pages 435 thm 437 of the Plat Records of Denton County, Texas, the Final Plat of Robson Ranch Golf Course A, Phase 1, an addition to the City of Denton, Texas according to the plat thereof recorded in cabinet T, pages 231 thru 239 of the Plat Records of Denton County, Texas, Replat of Lot 2R, Block A of Robson Ranch Golf Course A, Phase 1, according to the plat thereof recorded in cabinet U, pages 444 and 445 of the Plat Records of Denton County, Texas, and Final Plat of Robson Ranch Golf Course B, Phase 1, an addition to the City of Denton, Texas according to the plat thereof recorded in cabinet U, pages 338 thru 345 of the Plat Records of Denton County, Texas (the "Property") and which is depicted in Exhibit "A" attached hereto and made a part hereof by reference; and WHEREAS, On November 5, 2003 the City and Property Owner entered into that certain Recreation Program Agreement providing among other things, for the City's use of the Property for City recreation programs (the "Agreement"); and WHEREAS, a true and correct original of the Agreement is on file in the Office of the City Secretary, Denton City Hall, 215 E. McKinney, Denton, Texas 76201, which Agreement is incorporated herein by reference; and WHEREAS, the City and Property Owner have entered into the Restrictive Covenants to put all third parties and subsequent owners of the Property on notice of the restrictive covenants contained in the Agreement which are binding on the Property and all owners thereof. NOW THEREFORE, in consideration of the covenants contained in the Agreement, the City and Property Owner agree as follows: 1. Section 7 of the Agreement provides as follows: "The Property Owner hereby declares that all of the Property shall be held, sold and conveyed subject to the covenants contained within this agreement which are restrictive covenants touching and running with the Property and shall be binding on all parties having any right, title or interest in the Property or any part thereof, either now or in the future, and their successors and assigns, and shall inure to the benefit of the Property Owner, the City, and their successors and assigns. The City and Property Owner have simultaneously entered into a Memorandum of Agreement and Restrictive Covenants (the "Memorandum of Agreement") in substantially the same form as the Memorandum of Agreement attached hereto and made a part hereof by reference as Exhibit "B" which shall be recorded in the Real Property Records of Denton County, Texas." 2. Any person who sells or conveys any portion of the Property shall prior to such sale or conveyance give separate written notice of the Agreement and 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 Hall City of Denton 215 E. McKinney Denton, Texas 76201 3. 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 twenty-five years from the date hereof. 4 These Restrictive Covenants and the Agreement may be enforced by the Property Owner and the City, and their successors, heirs or assigns by any proceeding at law or in equity. Failure by the Property Owner or the City to enforce any covenant shall in no event be deemed a waiver of the right to do so thereafter. 5. Invalidation of any of the covenants or provisions contained in this instrument or the Agreement 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. 6 No subsequent change in the law shall in anyway affect the validity or enforceability of these Restrictive Covenants and the Agreement. 7. If there are any existing liens against the Property, the Property Owner shall obtain from such lien holders written subordination agreements subordinating such liens to these Page 2 CADocuments and Settings\thoffmanUa al SettingsUemp\Exhibit B -Restrictive Covenants.DOC Restrictive Covenants and the Agreement and the rights of the City hereunder. Such subordination agreements shall be in recordable form and shall be submitted to the City within 30 days of the Effective Date of the Agreement. The parties hereto have executed these Restrictive Covenants to be effective as of the date first above written (the "Effective Date"). ATTEST: CITY OF DENTON, TEXAS -MO4�— BY: V Michael A. Conduff City Manager %M, JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO FORM: HERBBE UT Y ATTORNEY BY: v� el. A-411ty— I�ID5ID3 ROBSON DENTON DEVELOPMENT, LP, an Arizona limited partnership By: DENTON PROPERTY MANAGEMENT COMPANY, an Arizona corporation its general partner By: Jim P los Vice President 9532 East Riggs Road Sun Lakes, Arizona 85248 Page 3 CADocuments and Settings\thoffman\Local Settings\Temp\Exhibit B -Restrictive Covenants.DOC STATE OF TEXAS COUNTY OF DENTON § T 's instrument is acknowledged before me, on this �iJ day of 9 t1 Qm1h�, 2003 by f, City Manager, of the City of Denton, a municipal corporation. -1httv.J-40/6i( rY n DC'.� ty1� ,o^+.�,�, JENNIFER K. WALTERS J Notary Public, State of Texas = � My Commission Expires '�;+�Fa;i�;o` Decernbei 79, 2006 N t y Pub c in and for St a of Texas STATE OF § COUNTY OF his instrument was acknowledged before me on this �i�—day of 02i2003 by Jim Poulos, Vice President of Denton Property Management Company, an Arizona corporation, general partner of Robson Development, LP, an Arizona Limited Partnership, as the act and deed of said limited partnership. OFFICIAL SEAL SHEILA BRACKEN xoras) =uauc scare ov aeiioaA Not Pll lic in and for MARICOPA COUNTY Notary ou My Comm_ E_plrP. July t.., 2004 StatB -- Page 4 CADocuments and Settings\thotrman\Local Settings\Temp\Exhibit B-Restrictive Covenants.DOC