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Luxe Addition Development Agreement DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 STATE OF TEXAS § COUNTY OF DENTON § DEVELOPMENT AGREEMENT This Development Agreement (this "Agreement"), made and entered into by and between the City of Denton, Texas, a home-rule city and a political subdivision of the State of Texas, acting by and through its duly authorized officers (the "City„), and 4000 Ganzer Investments, LLC, a Nevada limited liability company, acting by and through its duly authorized officer or representative, with a principal place of business located at 9120 Double Diamond Parkway, Box Z148, Reno, Nevada 89521 (the "Developer"). City and Developer are individually a "Party" and collectively the "Parties". WITNESSETH: WHEREAS, Developer is the owner of certain real property located in the City's Division 1 extraterritorial jurisdiction, 8101 North Interstate 35 E Denton, Texas of the J. Ayers Subdivision and adjacent to Ganzer Road, being described on Exhibit "A" attached hereto and made a part hereof for all purposes (the "Property"); WHEREAS, the improvement of wastewater services is necessary for the development of the Property; WHEREAS, the City and the Developer have agreed to cost participate in the development and construction by the City of the extension of wastewater services related infrastructure improvements to the Milam and Clear Creek Basin north of Barthold Road as reflected on Exhibit"B" attached hereto and made a part hereof for all purposes (the "Project"); WHEREAS, the Developer intends to develop the Property generally in accordance with the plan as reflected on Exhibit "C" attached hereto and made a part hereof for all purposes (the "Development"); WHEREAS, Developer proposes providing partial funding for the design and construction of the Project as well as dedication of easements on the Property for the Project; WHEREAS, City's development code provides that building permits may not be issued or approved as completed until all requirements of the development code have been satisfied; DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 WHEREAS, it is desirous of all Parties to stipulate and agree to the terms and conditions associated with the cost participation by Developer in the Project; WHEREAS, the Parties desire to formulate this Agreement as a recorded covenant running with the land, to ensure that Developer carry out Developer's obligations in accordance with this Agreement; and WHEREAS, the Parties agree that the Developer's dedications and contributions for the Project are roughly proportional to the benefits received and burdens imposed by the Development; NOW THEREFORE, in consideration of the mutual covenants and obligations herein, the Parties agree as follows: SECTION 1. DEVELOPER PARTICIPATION Developer and its successors and assigns, if any, agree to the terms and conditions stated herein, and in accordance with the following schedule: Developer will contribute $8,000,000.00 (the "Developer Contribution") to the City for the Project design and construction costs within 10 business days of the Effective Date hereinafter defined. Funds shall be deposited in a city account and utilized solely for design and construction of the Project. Upon receipt of the Developer Contribution, City will initiate Project design and construction of the Project. If requested by the City, Developer shall dedicate to the City a 30' variable width water and wastewater easement for the Project on the Property. If not previously dedicated to the City by plat, the Developer shall dedicate the easement to the City by deed no later than 90 days after the City requests such dedication. SECTION 2. CITY PARTICIPATION Upon receipt of the Developer Contribution, City agrees to design and construct the Project, as reflected on the attached Exhibit "B" to include gravity sewer, sanitary sewer infrastructure, and wastewater force main. The City will use commercially reasonable efforts to complete the Project within 21 months of the Effective Date hereinafter defined. City will keep Developer updated on Project process at professionally relevant intervals. Developer acknowledges that timely completion of the Project depends on numerous factors, many of which are not in City's control. Therefore, Developer acknowledges that failure to meet the above deadline shall not constitute a default under this Agreement. DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 SECTION 3. DEVELOPMENT REGULATORY APPROVALS AND PERMITS All City regulatory approvals for development within the City's extra-territorial jurisdiction (ETJ), including platting, and City-required permits will be issued in conformance with the City's Code of Ordinances, Denton Development Code, and established City procedures and policies. City's final plat review process ordinarily requires civil engineering plans (CEP) review prior to granting final plat approval. Due to development in the ETJ, City acknowledges that Developer will not be able to complete CEP review until the Project is designed. City agrees to permit Developer to go out of sequence and complete CEP review after Developer's final plat is approved. Developer acknowledges and agrees that it will return to the City for CEP review as soon as practicable once the Project design is finalized. Developer acknowledges that water/wastewater permits will not be issued until City's CEP review is complete. Developer acknowledges that upon completion of the CEP, a replat may be necessary if there are changes to the approved plat due to the development's final design for connection to the Project. The construction of the Project is required to be completed prior to the occupancy of a structure on the Property. SECTION 4. TERM The term of this Agreement shall begin on the Effective Date hereinafter defined, and end upon the complete performance of all obligations and conditions precedent by the Parties to this Agreement. Upon execution, this Agreement shall be recorded in the Denton County Real Property Records as covenants running with the land, burdening subsequent purchasers of the Property or any part thereof, if any, until all obligations of the Developer are satisfied in full. SECTION 5. INDEMNITY, RELEASE,WAIVER THE DEVELOPER,ITS RELATED ENTITIES, SUCCESSORS, ASSIGNS OR OTHER PARTY UNDER ITS CONTROL (COLLECTIVELY, THE "DEVELOPER PARTIES"), SHALL INDEMNIFY AND HOLD HARMLESS THE CITY, MEMBERS OF THE CITY COUNCIL, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, AND CONSULTANTS (EACH PERSON DESCRIBED HEREIN CALLED AN `INDEMNIFIED PARTY" AND COLLECTIVELY, THE "INDEMNIFIED PARTIES") AGAINST ANY AND ALL INDEMNIFIED LIABILITIES AS DEFINED HEREIN. IF AN INDEMNIFIED PARTY INCURS ANY INDEMNIFIED LIABILITIES, THE DEVELOPER SHALL FULLY REIMBURSE SUCH INDEMNIFIED PARTY FOR ALL SUCH INDEMNIFIED LIABILITIES INCURRED. TO THE EXTENT APPLICABLE, THE DEVELOPER DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 SHALL BE SUBROGATED TO ANY CLAIMS OR RIGHTS OF THE INDEMNIFIED PARTIES AGAINST ANY OTHER PERSON (BUT NOT AN INDEMNIFIED PARTY) WITH RESPECT TO INDEMNIFIED LIABILITIES PAID BY THE DEVELOPER. FOR PURPOSES OF THIS SECTION 5, "INDEMNIFIED LIABILITIES" IS DEFINED TO INCLUDE ALL LOSSES INCURRED BY ANY OF THE INDEMNIFIED PARTIES THAT ARE RELATED TO, ARISE OUT OF, OR ARE ASSOCIATED WITH: (1) ANY BREACH OF OR INACCURACY IN ANY REPRESENTATION OR WARRANTY MADE BY THE DEVELOPER OR DEVELOPER PARTIES; AND (2) ANY BREACH OR NONPERFORMANCE, PARTIAL OR TOTAL, BY DEVELOPER OR DEVELOPER PARTIES, OF ANY COVENANT OR AGREEMENT OF THE DEVELOPER CONTAINED HEREIN. THE DEVELOPER PARTIES RELEASE AND DISCHARGE THE INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, CONTROVERSIES, AND CAUSES OF ACTION FOR BREACH OF CONTRACT, TAKINGS, EXACTIONS, CIVIL RIGHTS (INCLUDING UNDER THE UNITED STATES AND TEXAS CONSTITUTIONS AND 42 U.S.C. § 1983) NEGLIGENCE, CLAIMS UNDER TEXAS LOCAL GOVERNMENT CODE CHAPTER 3959 CLAIMS UNDER THE PRIVATE REAL PROPERTY RIGHTS PRESERVATION ACT, TEXAS GOVERNMENT CODE CHAPTER 20079 AND CLAIMS UNDER TEXAS LOCAL GOVERNMENT CODE CHAPTER 212 THAT RELATE TO THIS AGREEMENT AND THAT OCCURRED PRIOR TO THE DATE OF EXECUTION OF THIS AGREEMENT,ANY PRIOR OR PRESENT CLAIMS AGAINST THE INDEMNIFIED PARTIES WHICH ARE NOT SPECIFICALLY RELEASED ABOVE ARE HEREBY ASSIGNED BY THE DEVELOPER IN FULL TO THE CITY. SECTION 6. REMEDIES If a default by the Developer shall occur and continue, after thirty (30) days written notice to cure default, City may, at its sole option, terminate this Agreement in accordance with Texas law, without the necessity of further notice to or demand upon the Developer. If a default by the City shall occur and continue, after thirty (30) days written notice to cure default Developer may, at its sole option, terminate this Agreement in accordance with Texas law, without the necessity of further notice to or demand upon the City. All warranty and indemnification obligations herein shall survive any termination or assignment unless the Party warranting, or indemnifying, is released by the other Party. Nothing in this Section shall be construed to waive any sovereign, governmental DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 immunity available to City, or its council, employees, and/or agents, under Texas law. Nothing in this Section, nor the election of the City to not exercise a right or seek a remedy at a particular time, shall be construed as a waiver or release of any right, remedy, or cause of action that is available to the City under or as a result of this Agreement, in equity or at law. SECTION 7. VENUE AND GOVERNING LAW This Agreement is performable in Denton County, Texas, and venue of any action arising out of this Agreement shall be exclusively in Denton County, Texas. This Agreement shall be governed and construed in accordance with the laws and court decisions of the State of Texas. SECTION 8. NOTICES Any notice required by this Agreement shall be deemed to be properly served if deposited in the U.S. Mail by certified letter, return receipt requested, addressed to the recipient at the recipient's address shown below, subject to the right of either Party to designate a different address by notice given in the manner just described. If intended for City, to: The City of Denton Sara Hensley, City Manager 215 East McKinney Denton, Texas 76201 With a copy to: City of Denton 215 E. McKinney Street Denton, Texas 76201 Attention: Mack Reinwand City Attorney Fax No.: (940) 382-7923 If intended for Developer,to: 4000 Ganzer Investments, LLC 9120 Double Diamond Parkway, Box Z148 Reno,Nevada 89521 DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 With a copy to: Nathan M. Rosen, P.C. Attn: Nathan M. Rosen 5025 Bridge Creek Drive Plano, Texas 75093 SECTION 9. 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. The Parties stipulate that this Agreement does not satisfy any other development obligation under law or City ordinances. SECTION 10. SEVERABILITY 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. SECTION 11. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. SECTION 12. CAPTIONS The captions to the various clauses of this Agreement are for informational purposes only and shall not alter the substance of the terms and conditions of this Agreement. SECTION 13. SUCCESSORS AND ASSIGNS The terms and conditions of this Agreement are binding upon the successors and assigns of the Parties to this Agreement and stand as obligations running with the land until satisfied in full, regardless of whether the Property is developed as the Development, or as any other alternative use. SECTION 14. ENTIRE AGREEMENT This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties relating to DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 matters contained in this Agreement and, except as otherwise provided in this Agreement, cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. The Parties further stipulate that with respect to the limited scope of this Agreement, the funds provided are not disproportionate to the burdens of the development. The Parties stipulate that this Agreement does not constitute a permit for development under Chapter 245 of the Texas Local Government Code. SECTION 15. ACKNOWLEDGMENT OF PROJECT-RELATED COSTS; DEVELOPER CONTRIBUTION VOLUNTARILY PAID i. The Developer expressly acknowledges and agrees that the most it is required to pay to the City for Project is $8,000,000.00. ii. The Developer expressly acknowledges and agrees that both the execution of this Agreement and the payment of the Developer Contribution is made voluntarily by the Developer and not as a requirement of the City under its Code of Ordinances or Denton Development Code. iii. The Developer expressly acknowledges and agrees that the Project is still subject to the assessment of water and wastewater impact fees, as well as other dedication, construction, and fee requirements and costs not associated with the Project, to the extent these fees are assessed for projects in Denton's ETJ. Further, the Developer expressly acknowledges and agrees that the Developer Contribution, or any part thereof, is not available for use as an impact fee credit for the Development or subject to refund. SECTION 16. DEVELOPER WAIVER AND RELEASE i. The Developer expressly acknowledges and agrees that: a. The Developer Contribution it pays and other dedications in accordance with this Agreement for the Project are roughly proportional to the benefits received and burdens imposed by the Development and waives any claim therefor that it may have under any theory of law against the City. b. All prerequisites to a determination of the Development- related wastewater requirements for the Project have been met, and that any costs incurred relative to the payment of the Developer Contribution and other dedications for the Project are related both in nature and extent to the impact of the Devlopment upon the City and the needs related thereto. C. Developer further expressly acknowledges and agrees that its waives any claims against the City for reimbursement of the Developer Contribution should the City receive additional monies as the result of another development that would be subject to contribution for the Project based on a rough proportionality analysis. DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 d. Developer has no vested rights under Texas law, or any other law, with respect to the issuance of permits if the Developer Contribution has not been paid, and waives any and all claims against the City it may have, including liability under Section 212.904 of the Tex. Loc. Gov't Code, as amended, related to the same if the Developer Contribution has not been paid. ii. Except for claims based upon or arising out of this Agreement, both Developer and the City further agree to waive and release all other claims one may have against the other related to the Developer Contribution, dedications for the Project, or a Development proportionality study. SECTION 17. RELATIONSHIP OF THE PARTIES; NO THIRD-PARTY BENEFICIARIES Nothing contained in this Agreement shall be deemed or construed by the Parties or by any third parry to create the relationship of principal and agent or of partnership or of joint venture or of any association whatsoever between the Parties, it being expressly understood and agreed that no provision contained in this Agreement nor any act or acts of the Parties shall be deemed to create any relationship between the P arties other than the relationship of independent parties contracting with each other solely for the purpose of effecting the provisions of this Agreement. There are no third-party beneficiaries to this Agreement and no third-party beneficiaries are intended by implication or otherwise. EXECUTED this 3 rd day of May 2022 ("Effective Date"), by the City, signing by and through its City Manager, and by the Developer, acting through its duly authorized officers. {Signatures provided on following page} DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 CITY OF DENTON Sara Hensley City Manager Do Signed by: BY: ATTEST: Rosa Rios City Secretary bocuSi ned by: By: Ro4.c R:.as THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational oblations and business terms. uftned by: Signature Director Titliwater utilities Department 4/13/2022 Date Signed: APPROVED AS TO LEGAL FORM: Mack Reinwand, City Attorney By: FDocuSigned by: Ai in. ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF DENTON This instrument was acknowledged before me on the 3 rd day of May , 2022 by Sara Hensley,being City Manager of the City of Denton, a Texas home-rule municipal corporation, on behalf of said municipality. DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 4000 GANZER INVESTMENTS, LLC, a Nevada limited liability company By: 4000 GNI, L.P., a Nevada limited partnership, sole Member By: 4000 GNI-GenPar, L.P., a Nevada limited partnership, General Partner By: 4000 GNI GP, LLC., a Nevada limited liability comp flQgQg&4).Partner L.a�{I,uw By: 23C928 Name: a ew AF89E41 i. es Title: vice President ACKNOWLEDGEMENT STATE OF TEXAS § COUNTY OF DENTON § This instrument wasajknowledged before me on this 14th day of April 2022, by Matthew Hi es of 4000 GNI GP, a Nevada limited liability company, General Partner of 4000 GNI-GenPar, L.P., a Nevada limited partnership, General Partner of 4000 GNI, L.P., a Nevada limited partnership, sole Member of 4000 Ganzer Investments, LLC, a Nevada limited liability company, on behalf of said limited liability company. DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 Exhibit "A" Property Legal Description BEING A TRACT OF LAND LOCATED IN THE JOHN AYERS SURVEY, ABSTRACT No. 2, DENTON COUNTY, TEXAS, BEING ALL OF A TRACT OF LAND DESCRIBED IN A DEED TO 4000 GANZER INVESTMENTS, LLC, RECORDED IN DOCUMENT NUMBER 2021-150172, OFFICIAL RECORDS, DENTON COUNTY, TEXAS (O.R.D.C.T.), AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 5/8" IRON ROD WITH A PINK CAP STAMPED "TxDOT" FOUND IN THE SOUTH LINE OF A TRACT OF LAND DESCRIBED IN A DEED TO LINENSCHMIDT REVOCABLE TRUST, RECORDED IN DOCUMENT NUMBER 2013-14156, O.R.D.C.T., SAID IRON ROD BEING THE NORTHEAST CORNER OF SAID GANZER INVESTMENTS TRACT AND THE NORTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A RIGHT-OF-WAY AGREEMENT RECORDED IN DOCUMENT NUMBERS 2020-130207 AND 2020- 188247, O.R.D.C.T.; THENCE S 06014'21" W, DEPARTING THE SOUTH LINE OF SAID LINENSCHMIDT TRACT, ALONG THE EAST LINE OF SAID GANZER INVESTMENTS TRACT AND THE WEST LINE OF SAID RIGHT-OF-WAY AGREEMENT TRACT, A DISTANCE OF 46.68 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER& ASSOC INC"; THENCE S 00031'43" W, ALONG THE EAST LINE OF SAID GANZER INVESTMENTS TRACT AND THE WEST LINE OF SAID RIGHT-OF-WAY AGREEMENT TRACT, A DISTANCE OF 244.86 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER&ASSOC INC"; THENCE S 06043'29" E, ALONG THE EAST LINE OF SAID GANZER INVESTMENTS TRACT AND THE WEST LINE OF SAID RIGHT-OF-WAY AGREEMENT TRACT, A DISTANCE OF 187.01 FEET TO A 5/8" IRON ROD WITH A PINK CAP STAMPED "TXDOT" FOUND IN THE WEST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY No. 35 (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE S 00029'39" W, ALONG THE EAST LINE OF SAID GANZER INVESTMENTS TRACT AND THE WEST RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY No. 35, A DISTANCE OF 1066.39 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC INC" BEING THE MOST EASTERLY SOUTHEAST CORNER OF SAID GANZER INVESTMENTS TRACT, FROM WHICH A 5/8" IRON ROD WITH A PINK CAP STAMPED "TXDOT" FOUND BEARS S 00029'39" W, 231.70 FEET; DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 Exhibit "A" Property Legal Description THENCE N 89030'21" W, DEPARTING THE WEST RIGHT-OF-WAY LINE OF SAID INTERSTATE HIGHWAY No. 35, ALONG THE MOST EASTERLY SOUTH LINE OF SAID GANZER INVESTMENTS TRACT, A DISTANCE OF 796.55 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WIER & ASSOC INC" BEING AN ELL CORNER OF SAID GANZER INVESTMENTS TRACT; THENCE S 00027'06" W, ALONG AN EAST LINE OF SAID GANZER INVESTMENTS TRACT, A DISTANCE OF 551.87 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WEER & ASSOC INC" IN THE NORTH LINE OF A TRACT OF LAND DESCRIBED IN A DEED TO JIM SMITH, RECORDED IN DOCUMENT NUMBER 94-R0042666, O.R.D.C.T.; THENCE S 89041'26" W, ALONG A SOUTH LINE OF SAID GANZER INVESTMENTS TRACT, THE NORTH LINE OF SAID SMITH TRACT, AND THE NORTH LINE OF LOT 1, BLOCK A, B AND K FARMS ADDITION, AN ADDITION TO THE CITY OF DENTON, DENTON COUNTY, TEXAS, ACCORDING TO THE PLAT RECORDED IN DOCUMENT NUMBER 2015-195, PLAT RECORDS, DENTON COUNTY, TEXAS, (P.R.D.C.T.), A DISTANCE OF 721.44 FEET TO A 1/2" IRON ROD SET WITH A CAP STAMPED "WEER & ASSOC INC" BEING THE NORTHWEST CORNER OF SAID LOT I AND AN ELL CORNER OF SAID GANZER INVESTMENTS TRACT; THENCE S 00014'36" W, ALONG THE WEST LINE OF SAID LOT I AND THE MOST SOUTHERLY EAST LINE OF SAID GANZER INVESTMENTS TRACT, A DISTANCE OF 855.94 FEET TO A 1/2" IRON ROD FOUND (BENT), SAID IRON ROD BEING THE MOST SOUTHERLY SOUTHEAST CORNER OF SAID GANZER INVESTMENTS TRACT AND IN THE NORTH RIGHT-OF-WAY LINE OF GANZER ROAD (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE N 89010'33" W, ALONG THE SOUTH LINE OF SAID GANZER INVESTMENTS TRACT AND THE NORTH RIGHT-OF-WAY LINE OF SAID GANZER ROAD, A DISTANCE OF 1329.69 FEET TO A 4" STEEL FENCE POST FOUND IN CONCRETE, SAID FENCE POST BEING THE SOUTHWEST CORNER OF SAID GANZER INVESTMENTS TRACT AND IN THE EAST LINE OF A TRACT OF LAND DESCRIBED IN A DEED TO NORTH TEXAS STATE FAIR ASSOCIATION, RECORDED IN DOCUMENT NUMBER 2014-103054, O.R.D.C.T.; THENCE N 00001'00" E, ALONG THE WEST LINE OF SAID GANZER INVESTMENTS TRACT AND THE EAST LINE OF SAID NORTH TEXAS STATE FAIR ASSOCIATION TRACT, A DISTANCE OF 3002.16 FEET TO A 1/2" IRON DocuSign Envelope ID: ED1277C2-88CF-42B3-A827-7E2AEA967084 Exhibit"A" Property Legal Description ROD SET WITH A CAP STAMPED "WIER & ASSOC INC" BEING THE NORTHWEST CORNER OF SAID GANZER INVESTMENTS TRACT AND THE SOUTHWEST CORNER OF SAID LINENSCHMIDT TRACT; THENCE S 88031'46" E, DEPARTING THE EAST LINE OF SAID NORTH TEXAS STATE FAIR ASSOCIATION TRACT, ALONG THE NORTH LINE OF SAID GANZER INVESTMENTS TRACT AND THE SOUTH LINE OF SAID LINENSCHMIDT TRACT, A DISTANCE OF 2850.18 FEET TO THE PLACE OF BEGINNING AND CONTAINING 155.254 ACRES (6,762,885 SQUARE FEET) OF LAND, MORE OR LESS. 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