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2015-136ORDINANCE NO. 2015 -136 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN "AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ROBSON DENTON DEVELOPMENT, L. P. FOR THE PROVISION OF WATER SERVICES;" PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE. WHEREAS, Robson Denton Development, L.P. ( "Developer ") is the Developer of the "Robson Ranch Resort Community," which is a master - planned community in the City's Planned Development District No. PD 173 (as amended from time to time, the "Robson Ranch PD). The real property that is within the Robson Ranch PD is more particularly described in Exhibit "A" attached hereto and incorporated herewith by reference (the "Development "); and WHEREAS, in the year 2000, prior to the commencement of significant development of the Development, Developer and the City entered into a Letter of Understanding (the "Letter of Understanding ") setting forth the respective obligations of Developer and the City with respect to the construction of water and sewer infrastructure to serve the Development and regarding the provision of water and sewer service to the Development; and WHEREAS, in accordance with the terms of the Letter of Understanding, Developer previously completed the extension of the water distribution line from the discharge of the Southwest Ground Storage and Booster Pump Station located on John Payne Road north of Crawford Road, west along Robson Ranch Road (formerly known as Crawford Road) to the Development (the "Robson Ranch Line ") and has conveyed a site to the City for an elevated water storage tank north of Lively Road. The City has commenced construction of the elevated water storage tank on the location north of Lively Road.; and WHEREAS, the Letter of Understanding provides in part as follows with respect to water service for the Development: "The City agrees to provide water service to the Robson development that cannot be served from the Highway 377 water line from a waterline to be constructed by the City along Interstate 35W (or an alternate route). In the event that the City of Denton dies not implement line impact fees by the time the capacity in the Highway 377 waterline has been utilized by Robson or other developments in the area, Robson agrees to financially participate in the cost of the Interstate 35W waterline project. Robson shall pay its proportionate share of the cost of the Interstate 35W waterline project capacity share basis;" and WHEREAS, Developer and the City have now agreed that instead of Developer paying its proportionate share of the cost of the Interstate 35W (or alternate route) waterline project on a capacity share basis (or by line impact fees), Developer will pay a water surcharge to the City in addition to the Water impact fee pursuant to City Ordinance No. 2013 -326, and as hereafter amended, as set forth in the "Agreement by and between the City of Denton, Texas and Robson Denton Development, L.P. for the Provision of Water Services (the "Agreement ");" which Agreement sets forth those terms upon which the water surcharge will be paid by Developer and the terms by which the City shall provide water services to the Development." WHEREAS, the City Council of the City of Denton hereby finds that the Agreement serves important municipal and public purposes and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by reference into the body of this ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute and deliver the Agreement, which is attached hereto as Exhibit "A" and is incorporated herewith by reference, and is authorized to further carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �" day c f 12015. R fiI. CHRIS WATTS, YYPPT TTO MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By:. w A P1 Vt?D A, -" TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Page 2 THE STATE OF TEXAS § COUNTY OF DENTON § AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND ROBSON DENTON DEVELOPMENT, LP FOR THE PROVISION OF WATER SERVICES THIS AGREEMENT (the "Agreement ") is made and entered into on the day of i lim ted atnershi p ( 2015, by and between Robson Denton Development, LP, an Arizona "Developer "), and the City of Denton, Texas, a municipal corporation (the "City "). RECITALS: A. Developer is the developer of the "Robson Ranch Denton Resort Community ", which is a master - planned community located in the City's Planned Development Zoning District No. PD 173 (as amended from time to time, the "Robson Ranch PD "). The real property that is included within the Robson Ranch PD is more particularly described on Exhibit "A" attached hereto and made a part hereof by this reference (the "Development "). B. In 2000, prior to the commencement of significant development of the Development, Developer and the City entered into a Letter of Understanding (the "Letter of Understanding ") setting forth the respective obligations of Developer and the City with respect to the construction of water and sewer infrastructure to serve the Development and regarding the provision of water and sewer service to the Development. C. In accordance with the terms of the Letter of Understanding, Developer previously completed the extension of the water distribution line from the discharge of the Southwest Ground Storage and Booster Pump Station located on John Payne Road north of Crawford Road, west along Robson Ranch Road (formerly known as Crawford Road) to the Development (the "Robson Ranch Line ") and has conveyed a site to the City for an elevated water storage tank north of Lively Road. The City has commenced construction of the elevated water storage tank on the location north of Lively Road. D. The Letter of Understanding provides in part as follows with respect to water service for the Development: "The City agrees to provide water service to the Robson development that cannot be served from the Highway 377 water line from a waterline to be constructed by the City along Interstate 35W (or an alternate route). In the event that the City of Denton does not implement line impact fees by the time the capacity in the Highway 377 waterline has been utilized by Robson or other developments in the area, Robson agrees to financially participate in the cost of the Interstate 35W waterline project. Robson shall pay its proportionate share of the cost of the Interstate 35W waterline project on a capacity share basis." E. Developer and the City have now agreed that instead of Developer paying its proportionate share of the cost of the Interstate 35W (or alternate route) waterline project on a capacity share basis (or by line impact fees), Developer will pay a water surcharge to the City in addition to the water impact fee pursuant to City Ordinance 2013 -326 as hereafter amended, all as more fully set forth below. F. The City and Developer have entered into this Agreement to set forth the terms upon which the water surcharge will be paid and by which the City shall provide potable water service to the Development. Agreements NOW, THEREFORE, in consideration of the matters set forth in the Recitals and the mutual covenants, promises and undertakings of the City and Developer set forth below, the sufficiency of which consideration is hereby acknowledged, the City and Developer agree as follows: 1. Zone. Developer and the City each acknowledge and agree that the Development is part of Zone LB for purposes of water impact fees pursuant to City Ordinance 2013 -326. The City agrees that when establishing impact fee zones and water impact fees for the different zones in the future, the City shall not discriminate against the Development as compared to the rest of the City. 2. Water Surcharge. Notwithstanding that the Development is part of Zone 1.13 for purposes of water impact fees, Developer agrees to pay a water infrastructure surcharge (the "Water Surcharge ") in the amount of $1,000 for each water meter Single Family Equivalent (SFE) installed in the Development at Developer's request from and after the effective date of this Agreement. The Water Surcharge is in addition to the water impact fees charged by the City pursuant to the City's current impact fee ordinance. The Water Surcharge for each water meter and the water impact fee for each lot shall be due and payable on a lot by lot basis when the building permit is obtained for the home or structure on the lot. 3. City to Plan and Provide for Water System Cap. gcaty. The City acknowledges and agrees that the City will reasonably plan for and provide, at the City's expense, sufficient water system capacity for the Development in accordance in all material respects with the Robson Ranch PD as and when such development is reasonably desired by Developer, including but not limited to the following: (a) sufficient potable water from the City's water treatment plants; (b) sufficient capacity in the Robson Ranch Line; (c) sufficient capacity in the Allred Road water line (or alternate route) and the John Payne Ground Storage and Booster Pump Station; and (d) sufficient capacity in such other water conveyance infrastructure as can serve the development and that is required to provide sufficient capacity to develop the Development in accordance in all material respects with the Robson Ranch PD. Robson hereby agrees to extend the connecting water transmission pipeline through the Development along Ed Robson Blvd. to connect the existing water transmission system within the Development to the planned City- constructed elevated storage tank to the north of Lively Road in accordance with the approved Water Distribution System Master Plan. Such pipeline shall be completed in all material respects by March 31, 2015. 4. Runs With The Land. The obligation to pay the Water Surcharge with respect to each lot in the Development pursuant to this Agreement runs with the title to each lot. To the fullest extent permitted by applicable law, each person or entity who acquires title to a lot within the Development (other than Built -Out Lots as provided below) is automatically deemed to have assumed and agreed to pay the Water Surcharge as a condition to receiving a building permit for a house or other structure on the lot. Developer and its successors in interest with respect to each lot now or hereafter in the Development hereby expressly agree that the City shall not have any obligation to issue a building permit (or a certificate of occupancy) with respect to a house or other structure on a lot until the Water Surcharge for that lot is paid in full. Developer shall not have any personal liability to pay the Water Surcharge for any lot or parcel that is not owned by Developer. 5. Release of Built -Out Lots. This Agreement is not intended to create conditions or exceptions to title or covenants running with any Built -Out Lot (as defined below). Therefore, in order to alleviate any concern as to the effect of this Agreement on the status of title to any Built -Out Lot, this Agreement shall terminate without the execution or recordation of any further document or instrument as to any Built -Out Lot. As used herein, the term 'Built -Out Lot" shall mean any single - family residential lot that (a) is the subject of a recorded subdivision plat, and (b) has been improved with a residence for which a certificate of occupancy has been issued. Each Built -Out Lot shall automatically be released from and no longer subject to or burdened by the provisions of this Agreement requiring payment of the Water Surcharge. In addition, upon the recordation of a subdivision map or plat of all or any portion of the Property, this Agreement shall automatically terminate with respect to any lands dedicated in such subdivision map or plat for streets, roadways or right -of -way or utilities. 6. Ratification. Except as hereby modified or amended, all terms and conditions of the Letter of Understanding are hereby ratified and approved. In the event of any conflict or inconsistency between this Agreement and the Letter of Understanding, the terms and conditions of this Agreement shall govern and control. Without limiting the foregoing, nothing contained in this Agreement relieves Developer of the obligation to build all waterlines within the Development that are required to serve the Development, including but not limited to the water supply line to the elevated storage tank that the City is building north of Lively Road; provided, however, that operation, maintenance, repair and replacement of such lines shall be the obligation of the City. However, Developer shall not have any obligation to build or pay for (other than through the water impact fees and the Water Surcharge) any capacity, expansions, capital improvements or other equipment or facilities required for the City to perform its obligations under Section 3 of this Agreement. 7. No Other Impact Fees. Except for the Water Surcharge, the City shall not charge any water line impact fees, water line connection fees, water conveyance fees, or similar fees, however denominated, for the conveyance of water for or in connection with the Development or any part thereof; provided, however, that this sentence does not restrict tap -in fees and meter set fees that are intended to reflect the actual reasonable cost of work performed by the City in connection with setting the meters and establishing such connections. Further, the City shall not charge Developer, its successors or assigns, the Development or the owners thereof increased amounts for water impact fees to pay for the conveyance of water. The parties agree that the Water Surcharge bears a reasonable relationship to the costs intended to be covered by such Water Surcharge and that such -3 - Water Surcharge shall be binding upon the parties to this Agreement and their respective successors and assigns. 8. Private Wells. Developer reserves to itself and to any homeowners associations for all or any part of the Development the right to irrigate landscaping, common areas and golf courses with groundwater from private wells. The City shall not enact any ordinances, rules or regulations that may interfere with Developer's (or such homeowners associations') right or ability to use such groundwater for such purposes or with Developer's right or ability to drill, maintain, repair or replace such private wells. The City gives no assurances that Developer (or such homeowners associations) shall have the right under applicable federal, state or county laws, rules or regulations to continue to use private wells for any or all of such purposes. In addition, Developer (and such homeowners associations) shall have the right, subject to compliance with all applicable federal, state and county laws, rules and regulations, to irrigate such landscaping, common areas and golf courses with treated effluent, if any, obtained from the City, and the City shall not enact any restrictions on such use of effluent. 9. Notices. Any notice, demand or other communication required or permitted to be delivered hereunder shall be deemed given, received and effective when hand - delivered, delivered by currier or overnight delivery, or two days after being mailed by United States mail (registered, certified or first class), postage pre -paid, return receipt requested, addressed to the applicable party at the following addresses, or sent via facsimile to the fax number set forth below for each party: 11, to the City°: City of Denton, Texas 215 East McKinney Street Denton, Texas 76201 Attention: Howard Martin Assistant City Manager /Utilities Fax No.: (940) 349 -8120 If to QeVc,loL! q: Robson Denton Development, LP 9532 East Riggs Road Sun Lakes, Arizona 85248 Attention: Steven M. Soriano Fax No.: (480) 895 -5455 With a c�: City of Denton, Texas 215 East McKinney Street Denton, Texas 76201 Attention: Jim Coulter Director of Water Utilities Fax No.: (940) 349 -8120 With c�a��y to: Robson Communities, Inc. 9532 East Riggs Road Sun Lakes, Arizona 85248 Attention: Peter M. Gerstman Fax No. (480) 895 -5455 The parties hereto may change their respective notice addresses for all communications by a written notice delivered to the other party in accordance with the terms of this Section. 10. Time is of the Essence,. Time is of the essence in the performance of each obligation under this Agreement. 11. Integration. This Agreement contains the entire agreement of the parties hereto with respect to its subject matter and supersedes all prior arrangements and understandings between the parties with respect thereto, and no other agreement, statement or promise made by either party concerning -4- the subject matter of this Agreement that is not contained in this Agreement shall be binding or valid. The parties agree that there may have other agreements between them covering other matters not expressly addressed in this Agreement, which agreements are unaffected by this Agreement. 12. Severability. If any term or provision of this Agreement or any portion thereof is held by a court to be illegal, invalid, or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid or unenforceable term or provision there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid, or unenforceable. 13. Attorney's Fees. Should either party to this Agreement commence legal proceedings against the other to enforce any of the terms or provisions of this Agreement, the party that does not substantially prevail in the proceedings shall reimburse the other party for its court costs and reasonable attorneys' fees and expenses, including but not limited to expert witness fees and deposition expenses. 14. Amendment. This Agreement may be amended only by the mutual agreement of both the City and Developer, which amendment shall not be effective unless and until it is reduced to a writing that is executed by both the City and Developer. 15. No Waiver. The failure of the City or Developer to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of the obligations, rights, or duties imposed upon the parties. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. 16. Section Headings and Construction of Agreement. The descriptive headings of the various sections of this Agreement have been inserted for the convenience of reference only, and are to be afforded no significance in the interpretation or construction of this Agreement. Both parties hereto have participated in the negotiation and preparation of this Agreement, which shall not be construed either more or less strongly for or against either party to this Agreement. 17. Gender. Within this Agreement, words of any gender shall be held and construed to include any other gender, and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. 18. Exhibits. All Exhibits to this Agreement are incorporated herewith by reference for all purposes, wherever reference is made to the same. 19. Inurement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 20. Counterparts. This Agreement may be executed in counterparts of this instrument, each of which is deemed an original, but all of which constitute but one and the same agreement. 21. Authority. The City represents that this Agreement has been approved and duly adopted by the City Council of the City in accordance with all applicable public meetings and public notice -5- requirements (including but not limited to notices required by the Texas Open Meetings Act) and that that the individual executing this Agreement on behalf of the City has been authorized to do so. Further, the person executing this Agreement on behalf of the City represents that such person has been duly authorized to do so on behalf of the City. Developer represents that this Agreement has been approved by appropriate action of Developer and that the individual executing this Agreement on behalf of Developer has been authorized to do so. Further, the person executing this Agreement on behalf of Developer represents that such person has been duly authorized to do so on behalf of Developer. 22. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. All obligations of the parties created under this Agreement are fully performable in Denton County, Texas. SIGNATURE PAGE IMMEDIATELY FOLLOWS THIS PAGE -6- IN WITNESS WHEREOF, Developer and the City have caused this Agreement to be signed by their respective duly- authorized officers and officials as of the date first set forth above. CITY: THE CITY OF DENTON, TEXAS a Texas Municipal Corporation By: GEORGE C. CAMPBELL City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY IL BY: ..... APP TO LEGAL FORM: Anita ll�rg S' Cit tto iey w DEVELOPER: ROBSON DENTON DEVELOPMENT LP, an Arizona limited partnership By: Denton Property Management Company d /b /a Robson Denton Management Company, an Arizona corporation, its general partner By .. .. Steven M. Soriano, Vice President an and Assistant Secretary 7- ACKNOWLEDGEMENTS STATE OF TEXAS COUNTY OF DENTON Tliis iiistrumew was acknowledged before nie this day of 2015, , by George C. Campbell, City Manager of the City of Denton, Texas, a in 1p lVc()rl,) a cartior), oil behalf of the City of Denton. . [L.NSUIrk K. WALTERS P"k')fcn� Puexic'- State of remas ... ..... 361 N t try I Lib] My CornryovOon Ex1rAres Decernbef 191, 2,018 STATE OF COUNTY OF This instrument was acknowledged before me this ,2a day of _L—AAjrLkj,, 2015, by Steven M. Soriano, Vice President and Assistant Secretary of Denton Property Management Company, an Arizona corporation doing business in Texas as Robson Denton Management Company, on behalf of such corporation in its capacity as general partner of Robson Denton Development, LP, an Arizona limited partnership, for the purposes therein contained on behalf of such limited partnership. Notary Public DENENE A. TILL Notary Public - Arizona Maricopa County y Comm. Expires Dec 31, 2017 -8- EXHIBIT "A" LEGAL DESCRIPTION OF THE DEVELOPMENT _9_ LEGAL DESCRIPTION Being a 2747.16 acre tract of land situated in the M. Scurlock Survey, Abstract No. 1141, the F. Garcia Survey, Abstract No. 502, the J. H. Paine Survey, Abstract No. 1617, the J. McGowan Survey, Abstract No. 798, the B.B.B. & C.R.R. Survey, Abstract No. 197, the T. & P.R.R. Survey, Abstract No. 1301, W. L. Dunning Survey, Abstract No. 1568, the F. Oliver Survey, Abstract No. 989, the G. Pettingale Survey, Abstract No. 1041, and the B.B.B. & C.R.R. Co. Survey, Abstract No. 176, Denton County, Texas, said 2747.25 acre tract of land being that same tract of land as described by Warranty Deeds to Robson Denton Development, as recorded in Volume 4373, Page 216 and Volume 4373, Page 284 of the Deed Records, Denton County, Texas, said 2747.16 acre tract of land being more particularly described by metes and bounds as follows: BEGINNING at a 1/2 inch iron rod found for the apparent southeast comer of said M. Scurlock Survey Abstract No. 1141, the southeast comer of a called 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas, the most southerly southwest corner of a tract of land deeded to Hillwood/McCutchin, Ltd. as recorded in Volume 2470, Page 678 of said Deed Records, Denton County, Texas, and the southwest corner of the E. Pizano Survey, Abstract No. 994, Denton County, Texas; THENCE N89 051'21 'W, with the south line of said M. Scurlock Survey, said 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas and with the approximate center of said Crawford Road, a distance of 10158.30 feet to a 518 inch iron rod, the southerly most southwest comer of said 2426.81 acre tract, the southwest corner of said M. Scurlock Survey, and also the southwest corner of a called 471.7 acre tract of land recorded in Volume 254, Page 576 of said Deed Records, Denton County, Texas; THENCE N00°00'47'E, with the west line of said M. Scurlock Survey, the west line of said 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas and with the west line of said 471.7 acre tract of land, a distance of 3696.25 feet to a 5/8 inch iron rod found for corner, an exterior ell comer of said 2426.81 acre tract, from which a bois d' arc fence comer post in concrete found for the apparent northeast corner of said W. L. Dunning Survey, the northeast corner of a called 32.7 acre tract of land recorded in Volume 254, Page 576 of said Deed Records, Denton County, Texas and southeast comer of a called 112.90 acre tract of land recorded in Volume 285, Page 171 of said Deed Records, Denton County, Texas bears N00 000'47 11E, a distance of 611.11 feet, said 5/8 inch iron rod also being the southeast corner of said 32.7 acre tract of land; THENCE S89 024'45 "W, with the westerly most south line of said 2426.81 acre tract as recorded in Special Warranty Deed to Robson Denton Development, LP in Volume 4373, Page 216 of said Deed Records, Denton County, Texas and with the south line of said 32.7 acre tract of land, a distance of 2333.33 feet to a 518 inch iron rod for corner, said 518 inch iron rod being the southwest corner of said 2426.81 acre tract and said 32.7 acre tract of land, said 518 inch iron rod also being in Florence Road; THENCE N00 °00'47 "E, with the west line of said 2426.81 acre tract and said 32.7 acre tract of land, a distance of 611.11 feet to a 5/8 inch iron rod found for corner in said Florence Road and for the northwest corner of said 32.7 acre tract of land, said 5/8 inch iron rod being in the north line of said W. L. Dunning Survey, said 5/8 inch iron rod also being in the south line of said 112.90 acre tract of land recorded in Volume 285, Page 171 of said Deed Records, Denton County, Texas; THENCE S89 °24'45 "W, with the north line of said W. L. Dunning Survey, a distance of 16.67 feet to a 5/8 inch iron rod found for corner in said Florence Road, said 518 inch iron rod being the southwest corner of said 112.90 acre tract of land; THENCE N00 031'59 "W, with the west line of said called 2426.81 acre tract and with the west line of said 112.90 acre tract of land, a distance of 3922.85 feet to a 5/8 inch iron rod found for corner in said Florence Road, said 5/8 inch iron rod being the most westerly northwest corner of said called 2426.81 acre tract and said 112.90 acre tract of land; THENCE N89 °39'58 "E, with the north line of said 112.90 acre tract of land, a distance of 27.78 feet to a 5/8 inch iron rod found for corner on the east side of said Florence Road, said 518 inch iron rod being an exterior ell corner of said called 2426.81 acre tract and said 112.90 acre tract of land; THENCE S00 °20'02 "E, with the east side of said Florence Road and with the west line of said B.B.B. & C.R.R. Survey, a distance of 127.78 feet to a 518 inch iron rod found for corner, said 5/8 inch iron rod being an exterior ell corner of said 2426.81 acre tract of land and the apparent northwest corner of a called 218.07 acre tract of land recorded in Volume 474, Page 637 of said Deed Records, Denton County, Texas, from which a bois d' arc fence post in concrete found for the apparent southwest corner of said 218.07 acre tract of land and for the apparent southwest corner of said B.B.B. & C.R.R. Survey, bears S00 020'02 "E, a distance of 1708.33 feet; THENCE N89 051'47 "E, with the westerly most north line of said called 2426.81 acre tract, with the north line of said 218.07 acre tract of land and the south line of a called 218.07 acre tract of land as recorded in Volume 947, Page 751 and Volume 1459, Page 411 of said Deed Records, Denton County, Texas, a distance of 5562.49 feet to a 112 inch iron rod found for corner, said 112 inch iron rod being the apparent northeast corner of said 218.07 acre tract of land recorded in Volume 474, Page 637, and being in the west line of a called 995.8 acre tract of land recorded in Volume 247, Page 561 of said Deed Records, Denton County, Texas, from which a bois d' arc fence post in concrete found for the apparent southeast corner of said 218.07 acre tract of land and for an exterior ell corner of said 995.8 acre tract of land bears S00 °20'02 "E, a distance of 1709.16 feet; THENCE N00 020'02 "W, with the northerly most west line of said called 2426.81 acre tract, with the west line of said 995.8 acre tract of land and the east line of said 218.07 acre tract of land as recorded in Volume 947, Page 751, and Volume1459, Page 411 a distance of 1708.41 feet to a 518 inch iron rod found for corner, said 518 inch iron rod being the apparent northeast corner of said 218.07 acre tract of land as recorded in Volume 947, Page 751 and Volume1459, Page 411, and for the southeast corner of East Ponder Estates, an addition to Denton County, Texas as recorded in Cabinet C, Page 397 of the Plat Records, Denton County, Texas; THENCE N00021'11 5'W, with the east line of said East Ponder Estates and the west line of said called 2426.81 acre tract, a distance of 3434.29 feet to a 5/8 inch iron rod found for corner in H. Lively Road, said 5/8 inch iron rod being the northerly most comer of said called 2426.81 acre tract and the northwest corner of said 995.8 acre tract of land, from which a bois d' arc fence corner post in concrete found for offset bears S00 °21'1 5 "E, a distance of 20.00 feet, said 5/8 inch iron rod also being in the north line of said J. McGowan Survey; THENCE N89 047'37 "E, with the north line of said 2426.81 acre tract, said 995.8 acre tract of land, the north line of said J. McGowan Survey, and the north line of said J. H. Paine Survey, a distance of 3650.25 feet to a 518 inch iron rod found for corner in said H. Lively Road, said 518 inch iron rod being the northeast corner of said 2426.81 acre tract, said 995.8 acre tract of land and the northwest corner of a called 320.350 acre tract of land deeded to Robson Denton Development, LP as recorded in Volume 4373, Page 284 of said Deed Records, Denton County, Texas, from which a 1 -112 inch iron pipe found for offset bears S00 027'02 "E, a distance of 20.00; THENCE N89 °54'37 "E with the north line of said J.H. Paine Survey, Abstract No.1617, the north line of said F. Oliver Survey, Abstract No. 989, the north line of said 320.350 acre tract and with H. Lively Road, a distance of 2057.91 feet to a 5/8 inch iron rod found for the northeast corner of said 320.350 acre tract of land, from which a 1 -1/2 inch iron pipe found for the apparent most northerly northeast corner of said F. Oliver Survey, Abstract No. 989, bears S89 °54'37 "VN, a distance of 15.00 feet; THENCE with the apparent and occupied east line of said 320.350 acre tract of land S00 007'10 "E, a distance of 3056.98 feet to a bois d'arc corner post in concrete found for corner, said bois d'arc corner post being the northwest corner of a tract of land deeded to Hillwood /McCutchin, Ltd., as recorded in Volume 2470, Page 678 of said Deed Records, Denton County, Texas, from which a 1 -1/2 inch iron pipe found for reference bears N82 °45'33 "E, a distance of 2.32 feet; THENCE S00 007'42 "W, with the apparent and occupied east line of said 320.350 acre tract of land and the west line of said Hillwood /McCutchin, Ltd. tract of land, a distance of 3803.58 feet to a an "X" cut in concrete found for the southeast corner of said 320.350 acre tract of land, also being in the easterly most north line of said 2426.81 acre tract and said M. Scurlock Survey, Abstract No. 1141, from which a steel fence comer post in concrete found for an exterior ell corner of said 2426.81 acre tract of land, the apparent northeast corner of the M. Scurlock Survey, Abstract No. 1141, Denton County, Texas and an interior ell corner of said Hillwood /McCutchin, Ltd. tract of land bears N89 °48'51 "E , a distance of 1215.50 feet; THENCE N89 048'51 "E, with the easterly most north line of said 2426.81 acre tract and the north line of said M. Scurlock Survey, a distance of 1,215.50 feet to a steel fence corner post in concrete found for corner, said steel fence corner post being the apparent northeast corner of said M. Scurlock Survey, said steel fence corner post also being an interior ell corner of said Hillwood /McCutchin, Ltd. tract of land and an exterior ell corner of said 2426.81 acre tract, from which a 1 -1/2 inch iron pipe found for reference bears N82 046'32 "E, a distance of 3.22 feet; THENCE S00 °29'08 "E, with the southerly most east line of said 2426.81 acre tract and with the west line of said Hillwood /McCutchin, Ltd. tract of land, a distance of 3074.89 feet to a 1 -1/2 inch iron pipe found for corner; THENCE S00 °37'1 9 "E, with the southerly most east line of said 2426.81 acre tract and with the west line of said Hillwood/McCutchin, Ltd. tract of land, a distance of 3345.00 feet to the TRUE POINT OF BEGINNING. The above - described parcel contains 119,666,243 square feet or 2,747.16 acres, more or less.