20-760ORDINANCE NO. 2 O-% C O
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE EXECUTION OF A
PROJECT AGREEMENT WITH SLF II COLE PROPERTY, L.P. RELATIVE TO FUNDING,
OWNERSHIl', MAINTENANCE, AND REPAIK OF PUBLIC IMPROVEMENTS SERVING
PROPERTY LOCATED WITHIN THE "COLE RANCH IlVIPROVEMENT DISTRICT NO. 1
OF DENTON COUNTY, TEXAS" AND O'I`HER RELATED MATTERS; AND PROVIDING
AN EFFECTIVE DATE (CONTRACT #7331)
WF�REAS, all terms with initial capital letters that axe not defined in the te�rt of this
Ordinance shall have the meanings given to them in the Project Agreement attached as E�ibit
"A" to this Ordinance and incorporated herein for all purposes; and
WHEREAS, pursuant to Section 59, Article �VI, Texas Constitution, Cole Ranch
Improvement District Na. 1 of Denton County, Texas (the "District") has been created during the
86'� Regular Session of the Texas Legislature through the passage of H.B. 4693 and codified under
Chapter 3981, Special District Local Laws Code (the "District Act"), to include the land shown in
Exhibit "A" within the City of Denton, Texas (the "City"), as a special district for the benefit of
the public and for public purposes, including the acquisition, construction, improvement,
financing, operation, and maintenance of water, wastewater, drainage, road, landscaping, park and
recreational facilities; and
WHEREAS, the District encompasses approximately 3,169.4296 acres of land {the
"District Area") in the City of Denton as described by metes and bounds in Exhibit "A" hereto;
and
WHEREAS, SLF II Cole Property, L.P. ("Owner") is the owner of the real property located
in the District Area; and
WHEREAS, as of the effective date of this ordinance, the District Area is not served by
adequate water, wastewater, drainage, road, landscaping, parks, and recreational facilities, and
such facilities are not otherwise available to the District Area; and
WHEREAS, the District and the Owner propose to acquire, construct, improve, and finance
for the benefit of the City certain water, wastewater, drainage, road facilities (collectively, the
"Improvement Projects") more particularly described and defined as the "Improvement Projects"
in that certain Project Agreement, to serve the area within and outside its boundaries and convey
such improvements to the City; and
WHEREAS, the Owner proposes to acquire, construct, improve, and finance, and the
District proposes ta operate and maintain, certain landscaping, parks, and recreational facilities
(collectively, the "Park Improvements") more particularly described and defined as the "Park
Improvements" in the Project Agreement, to serve the area within and outside its boundaries and
convey such improvements to the City; and
WHEREAS, the District will make adequate arrangements so that it will have the financial
capability to enable it to acquire, construct, improve, and finance the Improvement Projects and to
operate and maintain the Park Improvements and to discharge any obligations incurred in acquiring
and constructing such Improvement Projects and operating and maintaining such Park
Improvements; and
WHEREAS, the District plans to proceed at the earliest possible time, in an expeditious
manner, with the phased acquisition and construction of the Improvement Projects to serve the
District Area and contiguous property; and
WHEREAS, the District may contract with the Owner to advance funds from the Owner
to the District for the phased acquisition and construction ofthe Improvement Projects to serve the
District Area and contiguous property; and
WHEREAS, the District Area is located within the corporate limits of the City, and within
Water Certificate of Convenience and Necessity No. 10195 and Sewer Certificate of Convenience
and Necessity No. 20072, each issued to the City; and
WHEREAS, the City is a municipal corporation and is operating under a home rule charter
adopted under the laws of the State of Texas, and City has the power under the laws of the State
of Texas to acquire, own, maintain, and operate the Improvement Projects within its boundaries;
and
WHEREAS, the City recognizes the positive economic impact that develapment of the
District Area and contiguous property will have through the production of new jobs, the
stimulation of commercial activity, and the additional ad valorem and sales and use tax revenue
generated by such development; and
WHEREAS, except as otherwise provided in the District Act, before the District may
exercise any powers under the District Act {i) the City must adopt an Qrdinance or resolution
consenting to the creation of the District and to the inclusion of land in the District; (ii) the City
and the District must negotiate and execute a mutually approved and accepted "operating
agreement" as such term is defined in the District Act; and (iii) the City and each developer of
property in the District must negotiate and execute a"project agreement" as such term is defined
in the District Act; and
WI-�REAS, in order to satisfy the requirements of Section 3981.0109(a){3) of the District
Act, the City and the Owner desire to enter into the Project Agreement attached as E�ibit "A";
and
WHEREAS, pursuant to Section 3981.0109(a)(3} of the District Act, the District and the
City have the authority to enter into an Operating Agreement with regard to the ownership and
maintenance of Improvement Projects, Park Improvements and other public improvements; and
WHEREAS, the City intends for the attached Project Agreement to establish the rights and
obligations of the City and the Owner with respect to the financing, ownership and maintenance
of certain Improvement Projects and Park Improvements and other public improvements; NOW,
TI�REFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute the Project
Agreement attached hereto as E�ibit "A" with SLF II Cole Properry, L.P. relative to funding,
construction, ownership, maintenance, and repair of public improvements serving property located
within the Cole Ranch Improvement District No. 1 of Denton County, Texas and other related
matters.
SECTION 2. A substantial copy of the Project Agreement is attached hereto as E�ibit
"A" and incorporated herein for all purposes. Minor adjustments to the attached Project Agreement
are authorized, such as filling in blanks and minor clarifications or corrections, and any
modifications made by City Council in the approval of this ordinance.
SECTION 3. The City Manager, or his designee, is further authorized to carry out all
duties and obligations to be performed by the City under the Project Agreement, unless otherwise
reserved in the Project Agreement for Council approval.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by ��N /2yA/I/
and seconded by �TC55E'..D/9�V/S , the ordinance was passed and approved by
the following vote [ �{ - 3 ] �
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Ave
✓
✓
✓
✓
� Abstain Absent
✓
✓
�
PASSED AND APPROVED this the � day of , 2020.
/ � �� _-
.
S WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM: ',���� i��� ��� ��� �,,
AARON LEAL, CITY ATTORNE�
By: !�� /G1 _?:l
Ezhibit "A"
Proj ect Agreement
SLF II Cole Property, L.P.
COLE RANCH PROJECT AGREEMENT
This Cole Ranch Project Agreement (this "A�reement") is executed between SLF II Cole
Property, L.P. (the "Owner") and the City of Denton, Texas, a Texas Home Rule municipality
(the "C�"), each a"P�" and collectively the "Parties". This Agreement was signed by the
Parties on the dates noted adjacent to each Party's signature, but is dated to be effective Apri17,
2020 (the "Effective Date").
ARTICLE I
RECITALS
WHEREAS, Owner is the owner of the real property located in the City of Denton and
described by metes and bounds on Eghibit A(the "Pro e"); and
WHEREAS, the Property is located within the boundaries of the Cole Ranch
Improvement District No. 1 of Denton County (the "District"), a conservation and reclamation
district and body politic and a political subdivision of the State of Texas, created under the
authority of Article III, Section 52, Article III, Section 52-a, and Article XVI, Section 59 of the
Texas Constitution, and operating under and governed by the provisions of Chapter 3981,
Special District Local Laws Code, and Chapter 375, Local Government Code; and
WHEREAS, the District was created during the 86th Regular Sessiaiz of the Texas
Legislature through the passage of HB 4693 and codified under the District Act, for the benefit
of the public and for the purposes, including but not limited to, the acquisition, construction,
improvement, �nancing, operation, and maintenance of water, wastewater, drainage, road,
landscaping, parks, and recreational facilities; and
WHEREAS, as of the Effective Date, the Property is not served by adequate water,
wastewater, drainage, road, landscaping, parks, and recreational facilities, and such facilities are
not otherwise available to the Property; and
WHEREAS, the District proposes to acquire, construct, improve, and finance for the
benefit of the City certain water, wastewater, drainage, road facilities, and other projects
(collectively, the "Improvement Pro,�ects") more particularly described and defined as the
"Improvement Projects" in that certain Operating Agreement between the City and the District
effective April 7, 2020 (the "Operating A�reement"), to serve the area within and outside its
boundaries and convey such improvements to the City; and
WHEREAS, the Owner proposes to acquire, construct, improve, and finance, and the
District proposes to operate and maintain, certain landscaping, parks, and recreational facilities
(collectively, the "Park Improvements") more particularly described and defined as the "Park
Improvements" in the Operating Agreement, to serve the area within and outside its boundaries
and convey such improvements to the City; and
WHEREAS, pursuant to the Operating Agreement, the District will make adequate
arrangements so that it will have the financial capability to enable it to acquire, construct,
improve, and finance the Improvement Projects and to operate and maintain the Park
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2009.013\87881.5
Improvements and to discharge any obligations incurred in acquiring and constructing such
Improvement Projects and operating and maintaining such Park Improvements; and
WHEREAS, pursuant to the Operating Agreement, the District plans to proceed at the
earliest possible time, in an expeditious manner, with the phased acquisition and construction of
the Improvement Projects to serve the Property and contiguous property; and
WHEREAS, pursuant to the Operating Agreement, the District may contract with a
"Developer" (as that term is defined in the Operating Agreement) to advance funds from the
Developer to the District for the phased acquisition and construction of the Improvement
Projects to serve the Property and contiguous property; and
WHEREAS, the Parties are entering into this Agreement to set forth their understanding
regarding issues affecting the development of the Property and matters related to the District.
NOW THEREFORE, for and in consideration of the mutual covenants of the Parties set
forth in this Agreement, and for other good and valuable consideration the receipt and adequacy
of which are acknowledged and agreed by the Parties, the Parties agree as follows:
ARTICLE II
DEVELOPMENT STANDARDS AND DESIGN GUIDELINES
2.1 Compliance with MPC Zonin�. Development and use of the Property shall
comply with Ordinance No. MPC 19-OOOIb (as amended, the "MPC Ordinance").
2.2 Desi�n Guidelines — Exterior Construction Materials. Development and use of
the Property shall comply with the MPC Ordinance design guidelines related to exterior
construction materials. These exterior construction materials will be included in restrictions
recorded against the Property which restrictions may not be reduced without City consent.
Owner waives the right to challenge the enforceability of the MPC Ordinance design guidelines
related to exterior construction materials.
2.3 Building Codes. Consistent with City policy, construction of a building or
structure intended for human occupancy or habitation on the Property shall comply with the
locally adopted international building codes uniformly applied within the corporate limits of the
City and in effect at the time an application for a building permit is submitted to the City for that
building or structure.
2.4 Compliance with Develo�ment Ordinances and Standards. Development and use
of the Property shall comply with the City criteria manuals (or their successors), as adopted and
amended from time to time, and other development ordinances and standards, as adopted and
amended from time to time, that are applied to all properiy in the City and applicable on a
preliminary-plat-by-preliminary-plat basis to portions of the Property as it is platted to the extent
not in conflict with this Agreement. Construction of all public improvements will comply with
the City criteria manual, as adopted and amended from time to time, except the streets and roads
comprising Improvement Projects or that function as regional or arterial streets and roads shall
be constructed in compliance with "Superpave Mixtures" materials requirements as described in
the Texas Department of Transportation Pavefnent Manual (referenced therein as Item 344), as
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2009.013\87881.5
amended, and the Texas Department of Transportation Special Specification 3074 Supe�pave
Mixtures — Balanced Mix Design ("Super Asphalt") as amended, and all other streets and roads
shall be constructed with either Super Asphalt or concrete in compliance with City regulations
for concrete streets and roads or as directed by City staff. The Development Plan included in the
MPC Ordinance is a plan for development under Texas Local Government Code Chapter 245,
but Owner waives any vested rights to the extent they conflict with the terms of this Agreement.
ARTICLE III
PARKS. OPEN SPACE AND TRAILS
3.1 Dedication. The Owner will dedicate within the Property as park land, open
space and trails (each a"Park" and collectively "Parks") the land shown on Exhibit B(the "Park
Plan") at no cost to the City. Park land dedication will occur in phases, at the time of fmal plat
approval. The Park land acreage dedicated is the minimum required by Ordinance 98-039 based
on the projected residential units in the Park Plan. Park land dedication not within the fmal plat
triggering the dedication requirement will be dedicated as described in Section 5.1 below by
special warranty deed the form of which is attached as Exhibit C, except the "Pocket Parks",
"Dog Park", "Trails" outside rights-of-way, and "lakes", as depicted on the Park Plan, and the
"lakes" as described in Section 4.10 of the Operating Agreement, shall be conveyed by a grant of
public access easement the form of which is described in Section 5.1 below. If not previously
dedicated, dedication of one of the Neighborhood Parks shown on the Park Plan will occur the
date that is the earlier of (a) the first date after the elementary school property is preliminary
platted and before the City issues a building permit for construction of the elementary school, if
an elementary school is developed; or (b) the first date after the City issues 1,000 building
permits for residential homes within the Property. If not previously dedicated, dedication of the
second Neighborhood Park shown on the Park Plan will occur the date that is the earlier of (a)
the first date after the second elementary school property is preliminary platted and before the
City issues a building permit for construction of the second elementary school, if a second
elementary school is developed; or (b) the first date after the City issues 2,000 building pernuts
for residential homes within the Property. If not previously dedicated, dedication of the City
Park shown vt� the Park Plan will occur before the date the City has issued 1,500 building
permits for residential homes within the Property. The Park Improvements for a Park must be
constructed befare the City accepts the dedication or conveyance of a speci�c tract of Park land.
Dedication of Park land consistent with the Park Plan is the exclusive park land dedication
requirement applicable to development of the Property so long as the actual number of
residential units do not exceed the projected residential units in the Park Plan. If the number of
residential units developed on the Properiy exceeds the units utilized to determine the total
acreage dedicated or conveyed in the Park Plan, the Owner must dedicate or convey additional
park property to the City in accordance with the requirements of Ordinance 98-039, as amended.
No Park or land to be dedicated as a Park shall be located within a gas well setback determined
in accordance with the MPC Ordinance. No gas well setback shall encroach within property
acquired by the City prior to the Effective Date, located outside the Property, and to be used as a
public park.
3.2 [Intentionally Left Blank]
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2009.013\87881.5
3.3 Park Development Fees. In lieu of paying park development fees required by
the City ordinance, the Owner will improve the Parks with Park Improvements in accordance
with the Park Plan. The cost of the Park Improvements for a specific tract of Park land will
equal or exceed the City park fees in effect on the date an application to construct that specific
tract of Park land is submitted to the City. Such Park Improvements will be constructed before
the City accepts the dedication of a specific tract of Park land. After City staff inspection and
acceptance of a completed portion of any such Park Improvements, the City will then program
and operate that Park and Park Improvements in accordance with the Park Plan.
3.4 Maintenance. Ownership and maintenance of Park land and Park
Improvements will be as designated on the Park Plan and governed by the Operating Agreement.
If the Park Plan obligates the Owner to own or maintain the Park land, the Owner will or will
cause the District, an owner association or another non-profit entity (e.g., a conservation district)
to own or maintain the Parks within the Property. The Parks shall be maintained at a level equal
to or better than provided by the City to similar improvements in other parts of the City.
Notwithstanding the provisions of this Article III, the operation and maintenance of facilities
constructed by the City on the "Ci Park" defined in the Operating Agreement shall be the sole
responsibility of the City.
3.5 Construction. Prior to and during development in the immediate vicinity of a
Park, the Owner shall install, or cause to be installed, temporary protective fencing approved by
the City around the Park to protect against intrusion into the Park by development equipment.
The Owner shall use its best efforts to prevent damage to Park Improvements, including trees, by
its contractors and prevent dumping. All construction within the Park shall comply with MPC
Ordinance Section 7.7.4-D, tree protection requirements during construction, and utilize
reasonable efforts to minimize the impact to trees, flora and fauna within the Park. Parks
disturbed during construction shall be restored to their pre-construction condition as reasonably
determined by the City's Director of Parks and Recreation.
ARTICLE IV
INFRASTRUCTURE AND OVERSIZING
4.1 Infrastructure Construction. Development and use of the Property shall require
construction of public infrastructure required to serve development of the Property. The Owner
is solely responsible for any costs to construct the Improvement Projects and Owner's
reimbursement for Improvement Projects is limited by Operating Agreement Article V. The City
has no obligation to construct or contribute financially to the Improvement Projects or other
public infrastructure required to serve development of the Property except as provided by the
Operating Agreement. The Parties agree that City Offsites, as that term is defined in the
Operating Agreement, will be governed by Section 4.11 of the Operating Agreement.
4.2 Oversizin�. If the Owner is reimbursed by the District for construction of
Improvement Projects, the Owner is not entitled to an impact fee reimbursement for such
Improvement Projects. If the City requests oversizing of public improvements consistent with
Section 4.08 of the Operating Agreement, then before Owner constructs such oversized
improvements, the Owner and the City will enter into an agreement that confirms how such
oversized improvements will be funded. If the City enters into an oversizing agreement with
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2009.013\87881.5
Owner, the District will be provided a copy of such agreement. If the City does not otherwise
fund the oversized improvements, the Owner is entitled to an impact fee reimbursement for those
portions of any project that are Texas Local Government Code Chapter 395 eligible and are not
reimbursed by the District.
ARTICLE V
MLTNICIPAL FACILITIES
5.1 Land Conveyance. The Owner, on behalf of the District, shall convey the land
within the Properiy depicted on Exhibit E to the City for the public facility uses noted on that
e�ibit on a phased basis with final platting. Each conveyance required by this Section 5.1 will
be restricted to its intended use and include a reverter right transferring the land back to the
Owner if the City fails to use the land for the restricted use within 40 years from the date of
transfer. No earlier than 30 years after the date of the transfer, the Owner will give the City
written notice that the reverter will be triggered in 10 years if the City fails to use the land for the
restricted use. If the Owner fails to timely provide the notice, the reverter will be effective 10
years after the date the Owner provides the notice to the City. If before the property reverts the
City issues a certificate of occupancy for the intended public facilities then the reverter will
expire. The provisions of this Section 5.1 will be included in the special warranty deed
transferring the land or in notes on the fmal plat dedicating the land.
Each conveyance required by this Agreement to be by special warranty deed will be in
the form of deed attached as Eghibit C. Each conveyance required by this Agreement to be by
temporary construction easement will be in the form of the easement attached as Eghibit E-1.
Each conveyance required by this Agreement to be by permanent easement will be in the form of
the City's then-current "template" easement as modified by attaching to the same the addendum
attached as Exhibit E-2.
5.2 CapitalImprovements.
(a) The Owner, on behalf of the District, shall contribute to the City
$2,500,000 towards the cost to construct or expand a police substation that will serve the
District. The Owner shall contribute to the City $2,500,000 towards the cost to construct
the first fire station to be constructed within the Property or within Hunter Ranch that will
serve the District. The Owner's contributions will correspond to the sale of District
Bonds (as that term is defined in the Operating Agreement) and development within the
Property. The Owner's contribution for the police substation and fire station is limited to
an amount equal to $5,000,000 in the aggregate.
(b) The Owner, on behalf of the District, shall contribute to the City $250,000
towards the cost to design a City water treatment plant. The City will provide the Owner
written notice after the design contract is awarded and 60 days before design begins. The
Owner's contribution will be paid 60 days after receiving the required notice but no
earlier than December 31, 2020. If the Owner funds the $250,000 contribution, Denton
will reimburse the Owner for such contribution on a quarterly basis as impact fees are
collected from the service area for the City water treatment plant in an amount equal to
the Owner contribution.
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5.3 Land Cost Contributions. The Owner, on behalf of the District, shall contribute
one-quarter of the City's land costs to acquire the following acreage depicted on Exhibit E for
the described purpose if such contributions will serve the District: West Side Service Center —
35 acres; West Side Solid Waste Transfer Station — 15 acres; West Side Water Booster Pump
Station — 5 acres; and Hickory Creek Wastewater Lift Station — 3 acres. The Owner shall
contribute one-quarter of the City's land costs up to $30,000/per acre adjusted upward or
downward annually by no more than the increase in the consumer price index for all urban
consumers, all items for the Dallas/Fort Worth area for the previous year (the "CPI
Adjustment"). The Owner's land cost contributions are limited to an amount equal to, in the
aggregate, [25% of 58 acres x$30,000 or $435,000] increased annually by the CPI Adjustment.
The Owner will not deny, contest, or otherwise oppose any City application, registration, or
permit for the siting, construction, or operation of a Transfer/Recovery Facility provided such
facility is not within 1,000 feet from a MN, MR, R4 R6 or R7 zoned property on the Property.
5.4 Contribution Timin�. When each Developer seeks reimbursement from a series
of District Bonds, the Developer agrees to contribute at least ten percent of the amounts due to it
from the issuance of such District Bonds until such time as the Owner's contribution for capital
improvements described in Section 5.2, land costs described in Section 5.3, and affordable
housing costs described in Article VII are fully funded, and to assign that portion of its
reimbursement from the District Bonds to the City. Each payment required by this Section 5.4
will be held in a separate segregated City account restricted to its intended use and include a
reverter right transferring the funds back to the Owner if the City fails to use the funds for the
restricted use within ten years from the date a]] obligations in Section 5.2, Section 5.3 and
Article VII are fully funded. Notwithstanding the foregoing, if the District funds the obligation
in Section 5.2 and Section 5.3 then the developer contribution will be reduced by a like amount.
5.5 Impact Fee Updates. The development of the Property requires the City to adopt
and update its impact fees in compliance with Texas Local Gov't Code Chapter 395.
ARTICLE VI
DENTON MUNICIPAL ELECTRIC SERVICE
6.1 Electric Service. Denton Municipal Electric (DME) will provide and bill and
collect for, retail service to all customers within the Property where DME has single, dual, or
triple certified electric service territory rights. The rates to be charge to the residents and users
within the Property shall be the same as charged to residents and users located in other areas of
the City. The City �vi3l retain all revenue from providing such services.
6.2 Electric Distribution Infrastructure. DME will extend electric distribution
facilities as necessary to serve full development of the Property. The MPC Ordinance includes a
phasing exhibit which identifies the sequence of development for the Property. If the Property is
developed consistent with the phasing exhibit included in the MPC Ordinance, DME will not
charge any Aid-in-Construction fees for electric infrastructure costs necessary to serve the
Property as it develops. However, if the Property is developed in manner inconsistent the
phasing exhibit included in the MPC Ordinance, DME will evaluate the cost associated with
service extension through the undeveloped area to determine if Aid-in-Construction is required.
Based on a worst-case scenario, for an overhead extension from phase 1 to phase 5 of Hunter
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Ranch, Aid-in-Construction could cost approximately $1,000,000. DME is responsible for
installation of all primary-voltage electrical cables, transformers, switchgear, streetlight poles
and LED streetlight fixtures, streetlight cables, communication fiber optic cables, single-family
residential services, and other necessary DME distribution and transmission system equipment,
whether onsite or offsite as necessary to provide adequate and reliable electric service to the
Property.
As required, the Developer, Owner or the District shall provide to DME Public Utility
Easements necessary to protect, install, safely operate and maintain the electric infrastructure.
Public Utility Easements will be 8 feet in width adjacent to street rights-of-way in single family
residential areas, and 15 feet in width adjacent to Primary and Secondary Arterial rights-of-way
(20 feet where duct banks are required). Easements will be conveyed through the platting
process unless DME requests an easement be transferred by separate instrument. DME agrees to
joint trench installation of other franchised utilities such as telephone, cable tv, fiber optic cables,
or other non-gas utilities within the designated public utility easements as long as those utilities
are on an edge shelf of the trench and not placed directly above the electric facilities.
Existing overhead DME electric distribution lines, which are located in the public rights-
of-way, will be relocated by DME at no cost to the Developer when development adjacent to the
existing electric line requires the line to be relocated in order to accommodate the adjacent
development as long as the relocation is also to an overhead position. If the Developer requests
the relocation be placed underground, then the Developer shall be responsible for the difference
in cost between the overhead relocation and the underground relocation as reasonably
determined and demonstrated by DME.
Developer will comply with those City approved policies within the DME Electric
Service Standards (ESS), as amended, that are available on the City website and uniformly
applied within the City. All new distribution electric service within the Property shall be placed
underground except for necessary above ground appurtenances such as street lights, switchgear
and transformers.
The ESS defines the Developer's responsibilities and expectations, including the
installation of the civil work as required by DME. Such work includes installation of the
following:
Primar� Volta�e Conduit and Pull Boxes — Conduit and pull boxes are provided by DME and
installed by the Developer including concrete encasement of mainline feeders.
Switchgear — Switchgear and bases are provided by DME with the Developer responsible for
installation of the switchgear bases including grading.
Transformers — For single family and duplex uses, single-phase transfornler pads will be
provided by DME. All other multi-family uses, whether three-phase service or single-phase
service, will be considered commercial and the pads will be provided by the Developer. Three-
phase pads to serve commercial development will be provided by the Developer. All pads must
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meet current DME construction standards. DME is responsible for the installation of the
transformer bases.
Street Li�hts and Conduits — Developer, on behalf of the District, is responsible for the cost to
purchase and install all street light assemblies. Street light conduit and pull boxes will be
provided by DME. Street light selection can be based on DME's current standard street light
offerings. If Developer chooses to use a different street light than the standard offerings,
approval will be required by DME. DME will pull primary wire and energize street lights once
complete by the Developer. DME will own, operate, maintain, and replace all streetlights within
the public rights-of-way of the Property. These lights will be under a flat-rate monthly electric
service rate (non-metered) funded by the City of Denton
6.3 Electric Substation Infrastructure. DME is responsible for installation, operation,
maintenance, and replacement of all substation facilities necessary to serve full development of
the Property.
ARTICLE VII
AFFORDABLE HOUSING
Each Developer seeking reimbursement from a series of District Bonds agrees to
contribute to the City's Affordable Housing Program consistent with the terms of Section 5.4
above until such time as an affordable housing contribution equal to $1,500,000 in the aggregate
is fully funded.
ARTICLE VIII
PRIVATE AMENITIES
Certain private amenities, such as an amenity center with private use restrictions (e.g.,
pool, bathrooms, cabana structure, playgrounds and the like, collectively, the "Private
Amenities"), will be constructed in phases as development of the Property occurs in accordance
with the MPC Ordinance and will be owned, operated and maintained by an owner association or
another non-profit entity. The Private Amenities are not part of the Improvement Projects and
will not be funded with the proceeds of District Bonds.
ARTICLE IX
DISTRICT MATTERS
9.1 Certification of Compliance. Each Developer within the District agrees to
provide the City and the District a written certification confirming that the Developer is in
compliance with the applicable sections of this Agreement with respect to the real property that
Developer owns. For purposes of this Section 9.1, each "Developer within the District" means
each Developer who has an obligation under the Project Agreement or the Operating Agreement
or is requesting reimbursement from the Bonds to be issued. A Developer is released from the
certification requirement when that Developer has no obligation under the Project Agreement
and the Operating Agreement. The certifications will be provided by the Developer seeking
reimbursement as a condition to having iis reimbursements included in a District bond
application to the TCEQ; and then again 60 days before the date of sale of the District Bonds.
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2009.013\87881.5
With respect to District Bonds not requiring TCEQ approval, the Developer seeking
reimbursement shall provide the certifications 120 days before the sale date of the District Bonds
and again 60 days before the sale date of the District Bonds. The certification will be in the form
attached as Eghibit F.
9.2 Esto�el. Upon receipt of a written request from the Owner, the City Manager
will execute a written estoppel certification that (a) identifies any obligations of the Owner or a
Developer under this Agreement that are in default, or with the giving of notice or passage of
time, would be in default; and (b) stating, to the extent true, that to the best of the City's
knowledge and belief, the Owner or a Developer is in compliance with its duties and obligations
under this Agreement.
9.3 Joinder Agreement. A new district created by division of the District must
enter into a Joinder to the Operating Agreement in the form required by the Operating
Agreement or a new operating agreement; and each Developer shall be a third-party beneficiary
of any such Joinder or new operating agreement.
ARTICLE X
ROUGH PROPORTIONALITY
10.1 The Owner and its related entities, successors and assigns (collectively the
"Developer Parties") release and discharge the City, its past and present employees, officers,
council members, attorneys and other representatives (including city consultants, the city
attorney, the city engineer, city building official and city bond counsel) (collectively the
"Ci Parties") from any and all claims, demands, controversies, and causes of action for breach
of contract, takings, exactions, claims under Texas Local Government Code Chapter 395, and
claims under the Private Real Property Rights Preservation Act, Texas Government Code
Chapter 2007, that relate to the Development, provided, however, notwithstanding anything to
the contrary in this Section 10.1, the Parties do not release any future contract rights arising
under or related to this Agreement. Any claims against the City Parties by the Developer Parties
arising prior to the Effective Date which are not specifically released by this Section 10.1 are
hereby assigned by the Developer Parties to the City.
10.2 DEVELOPER PARTIES' ACKNOWLEDGE THE CITY'S COMPLIANCE WITH FEDERAL
AND STATE CONSTI'I`UTIONS STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL
ORDINANCES RULES AND REGULATIONS AND OWNERS' WAIVE AND RELEASE CLAIMS FOR
OBLIGATIONS IMPOSED BY TffiS AGREEMENT.
�A� DEVELOPER PARTIES ACKNOWLEDGE AND AGREE THAT:
�I� THE IMPROVEMENT PROJECTS TO BE CONSTRUCTED AND THE FEES TO BE
IMPOSED BY THE CITY REGARDING THE PROPERTY, IN WHOLE OR IN PART, UNDER THIS
AGREEMENT DO NOT CONSTITUTE A:
�A� TAI�ING UNDER THE TEXAS OR UNITED STATES CONSTITUTION;
�B� VIOLATION OF THE TEXAS LOCAL GOVERNMENT CODE, AS IT EXISTS
OR MAY BE AMENDED; AND/OR
(C� NUISANCE.
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2009.013\87881.5
(II� THE AMOUNT OF DEVELOPER PARTIES' FINANCIAL OR INFRASTRUCTURE
CONTRIBUTION AGREED TO IN'I'HIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE
DEMAND THAT SUCH DEVELOPER PARTIES' DEVELOPMENT PLACES ON TI� CITY'S
INFRAS'I`RUCTURE.
(III� DEVELOPER PARTIES HEREBY AGREE THAT ANY PROPERTY WHICH THEY
CONVEY TO THE CITY OR ACQUIRE FOR THE CITY PURSUANT TO THIS AGREEMENT IS
ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVED BY THE DEVELOPER PARTIES FOR
SUCH LAND, AND DEVELOPER PARTIES HEREBY WAIVE ANY CLAIM THEREFOR THAT THEY
MAY HAVE. DEVELOPER PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT ALL
PREREQUISITES TO SUCH A DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET,
AND THAT ANY VALUE RECEIVED BY THE CITY RELATIVE TO SAID CONVEYANCE IS RELATED
BOTH IN NATURE AND EXTENT TO THE IMPACT OF THE DEVELOPMENT OF THE PROPERTY ON
THE CITY'S INFRASTRUCTURE. DEVELOPER PARTIES' FURTHER AGREE TO WAIVE AND
RELEASE ALL CLAIMS THEY MAY HAVE AGAINST THE CITY PARTIES RELATED TO ANY AND
ALL ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS
MANDATED BY TI-� UrTITED STATES SUPREME COURT IN DOLAN V. CITY OF TIGARD, S 12
U.S. 374 (1994), AND ITS PROGENY, AS WELL AS ANY OTHER REQUIREMENTS OF A NEXUS
BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF THE PUBLIC
INFRASTRUCTURE.
(B� DEVELOPER PARTIES RELEASE THE CITY PARTIES FROM ANY AND ALL CLAIMS OR
CAUSES OF ACTION BASED ON EXCESSIVE OR ILLEGAL EXACTIONS RELATING TO DEVELOPER
PARTIES' OBLIGATIONS CREATED IN THIS AGREEMENT.
�C� NOTHING IN THIS SECTION 10.2 WAIVES THE REQUIREMENTS, BENEFITS, AND
OBLIGATIONS OF SECTION 4.11 OF THE OPERATING AGREEMENT.
�D� THIS SECTION 10.2 AND SECTION 1 O.1 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT.
ARTICLE XI
ADDITIONAL PROVISIONS
11.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of
the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the
Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to
interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals,
shall be taken into consideration and, to the maximum extent possible, given full effect. The
Parties have relied upon the recitals as part of the consideration for entering into this Agreement
and, but for the intent of the Parties reflected by the recitals, would not have entered into this
Agreement.
11.2 Term. This Agreement shall be for a term of 40 years from the earlier of (a) the
date of city approval of the initial preliminary plat of the Property, or (b) April 8, 2025. Prior to
the expiration of the Term, the Parties will consider whether to amend this Agreement.
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2009.013\87881.5
Consistent with the terms of the Operating Agreement, the reimbursement for Improvement
Projects will be paid to the Owner, Developer, or their assignees. Notwithstanding the
foregoing: (i) any Improvement Projects initiated after the term expires shall not be reimbursed
by the District and the City shall not have any obligation to pay or reimburse for such
Improvement Projects; and (ii) this Agreement terminates for an end-buyer of a fully developed
and improved lot, other than for an Owner or Developer and any Owner or Developer related to
or affiliated with the Owner or Developer. This provision shall survive the termination of this
Agreement.
11.3 Notices. All notices required or contemplated by this Agreement (or otherwise
given in connection with this Agreement) (a "Notice") shall be in writing, shall be signed by or
on behalf of the Parly giving the Notice, and shall be effective as follows: (a) on or after the lOth
business day after being deposited with the United States mail service, Certified Mail, Return
Receipt Requested with a confirming copy sent by FAX; (b) on the day delivered by a private
delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed
by any person at the delivery address (whether or not such person is the person to whom the
Notice is addressed); or (c} otherwise on the day actually received by the person to whom the
Notice is addressed, including, but not limited to, delivery in person and delivery by regular mail
or by E-mail (with a confirming copy sent by FAX). Notices given pursuant to this section shall
be addressed as follows:
To the City: City of Denton
Attn: City Manager
215 E. McKinney St.
Denton, Texas 76201
Fax: (940) 382-7923
Email: Todd.Hilemanna,cityofdenton.com
To the District: Cole Ranch Improvement District No. 1 of Denton County
Attn: President, Board of Directars
c/o Crawford & Jordan LLP
3100 McKinnon Street, Suite 1100
Fax: (214) 981-9071
Email: CCrawford�a�,crawlaw.net
To the Owner: Attn: Ocie Vest
SLF II Cole Property, L.P.
5949 Sherry Lane
Suite 800
Dallas, TX 75225
Fax: (800) 519.3768
Email: ovest(a�stratfordland.com
With a copy to: Attn: Misty Ventura
Shupe Ventura, PLLC
9406 Biscayne Blvd.
Dallas, Texas 75218
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2009.013\87881.5
Fax: (800) 519.3768
Email: mistv.ventura(a�svlandlaw.com
11.4 Events of Default. No Party shall be in default under this Agreement until
notice of the alleged failure of such Party to perform has been given (which notice shall set forth
in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time deternuned based on the nature
of the alleged failure, but in no event less than 30 days after written notice of the alleged failure
has been given). In addition, no Party shall be in default under this Agreement if, within the
applicable cure period, the Party to whom the notice was given begins performance and
thereafter diligently and continuously pursues performance until the alleged failure has been
curede The Party required to give notice under this Section 11.4 must provide a copy of such
notice to the District.
11.5 GENERAL REMEDIES. IF A PARTY IS IN DEFALTLT, THE AGGRIEVED
PARTY MAY, AT ITS OPTION AND WITHOUT PRENDICE TO ANY OTHER RIGHT OR
REMEDY UNDER THIS AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN
EQUITY, INCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE LJrTIFORM
DECLARATORY JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND
INJiJNCTIVE RELIEF. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO
DEFAULT UNDER THIS AGREEMENT SHALL:
(a) entitle the aggrieved Party to terminate this Agreement; or
(b) entitle the City to suspend performance under this Agreement to (i) any
fully developed and improved lot within the Properiy owned by parties other than the Owner or
Developer in default and any Owner or Developer related to or affiliated with the Owner or
Developer in default; or (ii) any fully developed lot within the Property owned by any Owner or
Developer not in default and not related to or affiliated with the Owner or Developer in default;
or (iii) any Owner or Developer in compliance with Section 11.6 below; or
(c) adversely affect or impair the current or future obligations of the City to
issue permits, make inspections, issue approvals or provide water or sewer service (whether
wholesale or retail) or any other service (including solid waste collection, and police, fire and
EMS service) to (i) any fully developed and improved lot within the Property owned by parties
other than the Owner or Developer in default and any Owner or Developer related to or affiliated
with the Owner or Developer in default; or (ii) any fully developed lot within the Property owned
by any Owner or Developer not in default and not related to or affiliated with the Owner or
Developer in default; ar(iii) any Owner or Developer in compliance with Section 11.6 below ar
(d) entitle the aggrieved Pariy to seek or recover exemplary damages; or
(e) limit the Term of this Agreement.
11.6 ADDITIONAL REMEDIES FOR IMPROVEMENT PROJECTS. In addition
to the general remedies provided by Section 11.5 above, in the event that there is a default under
this Agreement, or violation of the MPC Ordinance or City ordinance, related to the construction
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2009.013\87881.5
of the Improvement Projects or other public improvements to be dedicated to the City as
described in Section 2.4, Section 3.1, Article IV and Section 6.2 of this Agreement, the following
additional remedies apply.
(a) Contract Covenant. The Owner or Developer will include in the contract for
construction of those Improvement Projects or other public infrastructure to be dedicated to the
City the obligation of the contractor "to recognize and comply with the applicable provisions of
the Project Agreement and the Operating Agreement and authorize the City to enforce the terms
of the Project Agreement and the Operating Agreement against the contractor" (the "Contract
Covenant"). The City shall have the right to audit, upon reasonable notice, the Owner or
Developer's compliance with this Section 11.6(a). Upon written request by the City, the Owner
or Developer shall provide to the City evidence of the inclusion of the Contract Covenant in any
contract for the construction of those Improvement Projects or other public infrastructure to be
dedicated to the City for which a permit has been issued by the City but for which the City has
not yet accepted those improvements.
(b) Enforcement Obli ag tion. The City may, at its option, provide written notice to the
Owner or Developer of a default related to the construction of any Improvement Projects or other
public infrastructure to be dedicated to the City (an "Infrastructure Default Notice"). Within 30
days of receiving an Infrastructure Default Notice, the Owner or Developer must provide
evidence to the City that the Owner or the Developer is enforcing the Contract Covenant. Such
evidence may take the form of a demand letter to the defaulting party or evidence a lawsuit has
been filed or other documentation that evidences the Owner ar the Developer is enforcing the
Contract Covenant. The Owner or Developer's enforcement obligation under this Section
11.6(b) is neither a guaranty of compliance with the Contract Covenant nor is it an obligation to
enforce the City's regulatory requirements.
(c) City Self-Help Notice. If after receiving the Infrastructure Default Notice, the
Owner or Developer fails to comply with the requirements of Section 11.6(b) then the City will
send the Owner or Developer a notice with an opportunity to cure within 120 days (the "C�
Self-Help Notice") putting the Owner or Developer on notice that if they fail to satisfy their
obligations in Section 11.6(b) during the 120-day cure period then the City will enforce this
Agreement and the Operating Agreement against the defaulting contractor. If the City elects to
enforce this Agreement and the Operating Agreement against the defaulting contractor after the
Owner or Developer has failed in its obligations to do so, then the Owner or the Developer will
reimburse the City for its enforcement costs.
(d) Termination of Obli at� ions. The Owner and Developer obligations in this
Section 11.6 are released as to each platted portion of the Property once those Improvement
Projects or other public infrastructure to be dedicated to the City to serve that platted portion of
the Properiy are accepted by the City.
11.7 Governmental Powers; Waivers of Immunitv. By its execution of this
Agreement, the City does not waive or surrender any of its governmental powers, immunities, or
rights.
13
2009.013\87881.5
11.8 Assignment. Owner has the right (from time to time without the consent of tl�e
City, but upon written notice to the City) to assign this Agreement, in whole or in part, and
including any obligation, right, title, or interest of Owner under this Agreement, to any person or
entity (an "Assi n�ee") that is or will become an owner of any portion of the Property or that is an
entity that is controlled by or under common control with Owner. Each assignment shall be in
writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this
Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or
interests being assigned, and shall be in the form of the Joinder Agreement attached hereto as
Exhibit G(each, a"Joinder A�reement"). Each Joinder Agreement shall include (i) a
description of the portion of Improvement Projects and other public infrastructure that will be
constructed and financed by each Developer, (ii) the division of obligations regarding the
dedication of Parks, the conveyance of land for municipal facilities, and the contribution of funds
for costs of municipal facilities and the City's affordable housing program, and (iii) the
maximum aggregate amount the District may reimburse to the Developer pursuant to Sections
5.01(a) and 5.08 of the Operating Agreement. A copy of each Joinder Agreement shall be
provided to all Parties and the District within 15 days after execution. Froin and after such
assignment, the City agrees to look solely to the Assignee for the performance of all obligations
assigned to the Assignee and agrees that Owner shall be released from subsequently performing
the assigned obligations and from any liability that results from the Assignee's failure to perform
the assigned obligations; provided, however, if a copy of the Joinder Agreement is not received
by the City within 15 days after execution, Owner shall not be released until the City receives
such assignxnent. No assignment by Owner shall release Owner from any liability that resulted
from an act or omission by Owner that occurred prior to the effective date of the assignment
unless the City approves the release in writing. Owner shall maintain written records of all
assignments made by Owner to Assignees, including a copy of each executed Joinder Agreement
and the Assignee's Notice information as required by this Agreement, and, upon written request
from any Party or Assignee, shall provide a copy of such records to the requesting person or
entity. The City shall not have the right to assign this Agreement. An Assignee shall be
considered a"Party" and the "Owner" for the purposes of the rights, title, interest, and
obligations assigned to the Assignee.
11.9 Encumbrance. Owner and Assignees have the right, from time to time, to
collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their
respective rights, title, or interest under this Agreement for the benefit of their respective lenders
without the consent of, but with prompt written notice to, the City and the District. The
collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not,
however, obligate any lender to perform any obligations or incur any liability under this
Agreement unless the lender agrees in writing to perform such obligations or incur such liability.
Provided the City has been given a copy of the documents creating the lender's interest,
including Notice (hereinafter de�ned) information for the lender, then that lender shall have the
right, but not the obligation, to cure any default under this Agreement and shall be given a
reasonable tiine to do so in addition to the cure periods otherwise provided to the defaulting
Party by this Agreement; and the City agrees to accept a cure offered by the lender as if offered
by the defaulting Party. A lender is not a Party to this Agreement unless this Agreement is
amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the
foregoing, however, this Agreement shall continue to bind the Property and shall survive any
transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a
14
2009.013\87881.5
lender, whether judicial or non judicial. Any purchaser from or successor owner through a
lender of any portion of the Property shall be bound by this Agreement, but shall not be entitled
to the rights and benefits of this Agreement with respect to the acquired portion of the Property
until all defaults under this Agreement with respect to the acquired portion of the Property have
been cured. The City shall not collaterally assign, pledge, grant a lien or security interest in, or
otherwise encumber any of its rights, title, or interest under this Agreement without Owner's
prior written consent.
11.10 No Restriction on Propertv Transfer. No provision of this Agreement shall
limit the ability of the Owner or any other person to transfer voluntarily or involuntarily its right,
title, or interest in or to all or any portion of the Property.
11.11 Binding, Obli at� ions. This Agreement shall be recorded in the deed records of
Denton County. This Agreement, when recorded, shall be binding upon the Parties and their
successors and assigns pernutted by this Agreement and upon the Property; however, this
Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any
end-buyer of a final platted and improved lot, other than any Owner or Developer and any
Owner or Developer related to or affiliated with such Owner or Developer, that is subject to a
fmal plat recorded in the real property records of Denton County.
11.12 Releases. From time to time upon written request of Owner or the District, the
City Manager shall execute, in recordable form, a release of this Agreement if the requirements
of this Agreement have been met.
11.13 Interpretation. The Parties acknowledge that each of them has been actively
involved in negotiating this Agreement. Accordingly, the nxle of construction that any
ambiguities are to be resolved against the drafting Parly will not apply to interpreting this
Agreement. In the event of any dispute over the meaning or application of any provision of this
Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for
or against any Party, regardless of which Party originally drafted the provision.
11.14 Representations on Authorit�and Enforceabilitv. The City represents and
warrants that this Agreement has been approved by ordinance duly adopted by the City Council
in accordance with all applicable public notice requirements (including, but not limited to,
notices required by the Texas Open Meetings Act) and that the individual executing this
Agreement on behalf of the City has been duly authorized to do so. Owner represents and
warrants that this Agreement has been approved by appropriate action of Owner, and that the
individual executing this Agreement on behalf of Owner has been duly authorized to do so.
Each Party acknowledges and agrees that this Agreement is binding upon such Party and
enforceable against such Party in accordance with its terms and conditions.
11.15 Entire Agreement. This Agreement, the Consent Resolution, and the Operating
Agreement, together constitute all of the agreements between the Parties and supersede all prior
agreements, whether oral or written, covering the subject matter of these agreements.
11.16 Amendments. This Agreement shall not be modified or amended except in
writing signed by the Parties.
15
2009.013\87881.5
11.17 Severabilitv. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent
possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the
remainder of this Agreement shall remain in full force and effect and shall be interpreted to give
effect to the intent of the Parties.
11.18 A�plicable Law; Venue. This Agreement is entered into under and pursuant to,
and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all
obligations of the Parties are performable in Denton County. Venue for any action to enforce or
construe this Agreement shall be in Denton County.
11.19 Non Waiver. Any failure by a Party to insist upon strict performance by
another Party of any material provision of this Agreement shall not be deemed a waiver thereof,
and the Party shall have the right at any time thereafter to insist upon strict performance of any
and all prU�isions of this Agreement. No provision of this Agreement may be waived except by
writing signed by the Party waiving such provision. Any waiver shall be limited to the specific
purposes for which it is given. No waiver by any Party of any term or condition of this
Agreement shall be deemed or construed to be a waiver of any other term or condition or
subsequent waiver of the same term or condition.
11.20 No Third Part� Beneficiaries. Except as otherwise provided in this Section
11.20, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. If
the District is not an Assignee, the District shall be considered a third-pariy beneficiary of this
Agreement. An end-buyer of a lot shall be considered a third-pariy beneficiary of this
Agreement, but only for the limited purposes for which an end-buyer is bound by this
Agreement. No other person or entity shall have any right, title, or interest under this Agreement
or otherwise be deemed to be a third-party beneficiary of this Agreement.
11.21 Force Majeure. Each Party shall use good faith, due diligence and reasonable
care in the performance of its respective obligations under this Agreement, and time shall be of
the essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within three business days after the occurrence of a force
majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to
all the Parties, including a detailed explanation of the force majeure and a description of the
action that will be taken to remedy the force majeure and resume full performance at the earliest
possible time. The term "force majeure" shall include events or circumstances that are not
within the reasonable control of the Pariy whose performance is suspended and that could not
have been avoided by such Party with the exercise of good faith, due diligence and reasonable
care.
11.22 Form 1295. Submitted herewith is a completed Form 1295 generated by the
Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the
provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the
TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Owner,
and the City agrees to acknowledge such form with the TEC through its electronic filing
16
2009.013\87881.5
application not later than the 30th day after the receipt of such form. The Parties understand and
agree that, with the exception of information identifying the City and the contract identification
number, neither the City nor its consultants are responsible for the information contained in the
Form 1295; that the information contained in the Form 1295 has been provided solely by the
Owner; and, neither the City nor its consultants have verified such information.
11.23 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.
11.24 Further pocuments. Each Party shall, upon request of the other Party, execute
and deliver such further documents and perform such further acts as may reasonably be
requested to effectuate the terms of this Agreement and achieve the intent of the Parties.
11.25 E�chibits. The following E�ibits are attached to this Agreement and are
incorporated herein for all purposes:
E�iibit A
E�iibit B
E�ibit C
E�iibit D
Exhibit D-1
E�ibit D-2
E�ibit E
E�iibit E-1
E�iibit E-2
E�iibit E-3
E�iibit F
E�ibit G
Metes and Bounds Description of the Property
Park Plan
Form of Special Warranty Deed
Intentionally Left Blank
Intentionally Left Blank
Intentionally Left Blank
Municipal Facilities
Form of Temporary Construction Easement
Form of Permanent Easement Addendum
Intentionally Left Blank
Developer Certification
Joinder Agreement
[REMAINDER OF PAGE INTENTIONALLY LEFT SLANK]
17
2009.013187881.5
Executed by Owner and the City to be effective on the Effective Date.
ATTEST:
By: a ���� —���
Name: Rosa Rios
Title: City Secretary
APPROVED AS TO FORM:
B - L ��� 4 7n�
Y�
Name: Aaron Leal
Title: City Attorney
STATE OF TEXAS §
§
COUNTY OF DENTON §
CITY OF DENTON
By:
Name: �J �1-�-c� �.14nr rz���'S
Title: City Manager
Date: / /%(� /Z-D 2 e�
This instrument was acknowledged before me on / � /0 , 2020 by /� ���ES
�p� e�T�/of the City of Denton, Texas on behalf of said city.
�CA�N�rCr�.-
`�����yp���i� JANE E. RICHAROSON
• 4►5:.. V6 �i
??:' �s Notary Public, State af Texas
='"�•�°P; Comm. Expires 06-27-202t
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.,,,��„�. Notary ID 8251214
� �.
No Public, State of Texas
18
2009.013\87881.5
TffiS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to fmancial
an operationa o li�ations and business terms.
!X
d Hilen,�n, ity Manager
�
David
Works
iam Estes, I�irec� of Capital Projects/City Engineer
,15i�:c�lr of Water/Wastewater Plant Operations
irector of Parks and Recreation
Economic Development
�
I�enneth Banks, General 1V�anager of Utilities
nio Pue ,�FO/Inter General Manager of DME
Clark Rose dahl, Dr 'nage M ager
, s'�+2iF FfE�'GC'+'/� �4ssT. c.ZT'� �i¢iz/.¢&e�l�
ir�CEar of De�el�inme�lt Services
,'bir`ectar of Solid Waste
19
2009.013\87881.4
Daniel e er, Deputy Director of Operations, Streets
�
Deborah Viera Sierra, Assistant Director of Environmental Services
20
2009.013\87881.4
SLF II COLE PROPERTY, L.P.
By: The M.T. Cole Family Company No. l, LLC,
its general partner
:
ack Donald Co1e, Manager
�
�
By:
Amy G fin, Mana r
By:
Jenn�fer ]cxa der, Manager
< .
By:
Ryan Griffin, Manager
By: ��/
Wesley Marshall, Manager
THE STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on this � day of � , 2020 by Jack
Donald Cole, Manager of The M.T. Cole Family Company No. 1, LLC, on behalf of said entity.
���
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. ti�`� °'�„ CLOREECE R. POWft�E �E'
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Printed name
My Commission Expires: � � (� �.-'
THE STATE OF TEXAS
COUNTY OF ��� _
This instrument was acknowledged before me on this �, �' day of (/1%)C..�, 2020 by Ryan
Griffin, Manager of The M.T. Cole Family Company No. 1, LLC, on behalf of said entity.
� �.� �. �P��
Notary Public, State of Texas
C,l � �2t� � �-V"�5�,��
Printed name
My Commission Expires:�- � �ti� �
THE STATE OF TEXAS
,
COUNTY OF
This instrument was acknowledged before me on this �.[�� day of� , 2020 by Wesley
Marshall, Manager of The M.T. Cole Family Company No. l, LLC, on behalf of said entity.
���
Y O I,,� CLOREECE R. POWRIE
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��' : My Notary ID # 6154092
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Notary Public, State of `["�[6�.�
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Printed name
My Commission Expires. ���
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THE STATE OF TEXAS
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COUNTY OF §
This instrument was acknowledged before me on this (D'�= day of , 2020 by Amy
Griffin, Manager of The M.T. Cole Fatnily Company No. 1, LLC, on behalf of said entity.
,�s"� "S'g�;; CLflREECE R. POWRIE ¢
:R= My Notary ID # 6154092
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=.��E. �+;: Expires February 20, 2021
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THE STATE OF TEXAS
COUNTY OF
�` ,� Q.. `t"�11.c,c.,
Notary Public, State of Texas
��ov ee �C� ��-1'�r1�e.
Printed name
My Commission Expire __ �-(Z� �, �D� �
This instrument was acknowledged before me on this �.o `� day of , 2020 by Jennifer
Alexander, Manager of The M.T. Cole Family Company No. 1, LLC, on behalf of said entity.
:�Q4��.y P?�;; CLOREECE R. POWRIE
`�.: My Notary ID # 6154092
=a;• +e: 20 2021
�,� Expires February �
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Notary Public, State of Texas
C1ov aec,e., �. ����e_
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EXHIBIT A- METES AND BOUNDS DESCRIPTION OF THE PROPERTY
EXHIBIT "A"
PROPERTY DESCRIPTION
TRACT 1 (North Tract):
SITUATED in Denton County, Texas in the J. W. Kjellberg Survey, Abstract No. 1610, the
James McDonald Survey, Abstract No. 873, the LW. Byerly Survey, Abstract No. 1458, the J.
Dalton Survey, Abstract No. 353, the J. A. Burn Survey, Abstract No. 132, the T. & P. R. R.,
Abstract No. 1292, the A. C. Madden Survey, Abstract No. 851, the I. N. Hembree Survey,
Abstract No. 594, the J. Bacon Survey, Abstract No. 1540, the Wm. Neill Survey, Abstract No.
970, the B. B. B. & C.R.R. Co. Survey, Abstract No. 176, the T. E. Carruth Survey, Abstract
1707, being a Survey of part of the 562.8 acre "First tract", a Survey of the 798.2 acre "Second
Tract", a Survey of part of the 640 acre "Third Tract" described in a deed from T. E. Carruth, et
al to M. T. Cole, dated December 22, 1931, recarded in Volume 238, Page 410, a Survey of part
of the 415 acre tract described in a deed from Rudy Copeland and wife, Mary A. Copeland to M.
T. Cole, dated September 26, 1933, recorded in Volume 243, Page 572, both deeds of the Denton
County Deed Records, being described by metes and bounds as follows:
BEGINNING at an 1/2-inch iron pin found at the Northwest corner of said 798.2 acre tract in the
center of Tom Cole Road (East-West asphalt road) and C. Wolfe Road (rock road) from the
South;
THENCE South 88 degrees 55 minutes 44 seconds East, generally with the center of said Tom
Cole Road, 4685.36 feet to an "x" cut in a concrete bridge;
THENCE North 89 degrees 43 minutes 13 seconds East, generally with the center of said Tom
Cole Road, 2521.29 feet to a 3/4-inch iron pin set in place of a nail found at the Northeast corner
of said 798.2 acre tract;
THENCE South 00 degrees 23 minutes 40 seconds West, with the East line of said 798.2 acre
tract and generally near an old fence, 1865.00 feet to an 1/2-inch iron pin set by a corner post at
the East-Southeast corner of said 798.2 acre tract; same being in the North line of said 640 acre
tract;
THENCE South 88 degrees 52 minutes 00 seconds East, with the North line of said 640 acre
tract and generally near an old fence, 1616.90 feet to an 1/2-inch iron pin set near a corner post at
the Northwest corner of the 24.73 acre "Tract One" recorded in Volume 871, Page 137;
THENCE South O1 degree 07 minutes 58 seconds West, with the West line of said 24.73 acre
tract and generally near a fence, 950.05 feet to an 1/2-inch iron pin found at the West-Southwest
corner of said 24.73 acre tract;
THENCE South 88 degrees 58 minutes 35 seconds East, with a South line of said 24.73 acre
tract, 144.97 feet to an l/2-inch iron pin found at an inside corner of said 24.73 acre tract;
E�ibit "A", Property Description — Page 1
THENCE South Ol degree OS minutes 17 seconds West, with a West line of said 24.73 acre tract
and with the West line of the 13.89 acre "Tract Two" in said Volume 871, Page 137, 699.86 feet
to an 1/2-inch iron pin found at the Southwest corner of said 13.89 acre tract; same being the
Northwest corner of the 31.107 acre tract recorded in Clerk's File No. 94-71013;
THENCE South 09 degrees 20 minutes O1 second West, with the West line of said 31.107 acre
tract, 1010.79 feet to an 1/2-inch iron pin found at the Southwest corner of said 31.107 acre tract;
THENCE South 88 degrees 53 minutes 58 seconds East, with the South line of said 31.107 acre
tract, 1499.78 feet to an 1/2-inch iron pin found at the Southeast corner of said 31.107 acre tract;
THENCE North 07 degrees 10 minutes 06 seconds West, with the East line of said 31. l07 acre
tract, 1009.80 feet to an 1/2-inch iron pin found at the Northeast corner of said 31.107 acre tract;
same being the Southeast corner of said 13.89 acre tract;
THENCE North O1 degree 06 minutes 57 seconds East, with the East line of said 13.89 acre tract
and an East line of said 24.73 acre tract 699.98 feet to an 1/2-inch iron pin found at an inside
corner of said 24.73 acre tract;
THENCE South 88 degrees 52 minutes 57 seconds East, with a South line of said 24.73 acre
tract, 144.76 feet to an 1/2-inch iron pin found at the East-Southeast corner of said 24.73 acre
tract;
THENCE North O1 degree 04 minutes 51 seconds East, with the East line of said 24.73 acre
tract, 629.19 feet to an 1/2-inch iron pin found at the Northeast corner of said 24.73 acre tract;
THENCE North 89 degrees 25 minutes 26 seconds East, with the South line of the Southeast
Airport Addition recorded in Volume G, Page 295 of the Denton County Plat Records, 1534.00
feet to an 1/2-inch iron pin found at the Southeast corner of said Airport Addition, in the center
of Westcourt Road (North-South asphalt road);
THENCE South 00 degrees 38 minutes 25 seconds West, with an East line of said 415 acre tract
and generally with the center of said Westcourt Road, 1150.78 feet to a 5/8-inch iron pin found
at an inside corner of said 415 acre tract;
THENCE North 89 degrees 48 minutes 14 seconds East, generally along Spring Side Road,
870.00 feet to an 1/2-inch iron pin found at the Northwest corner of the 10 acre tract recorded in
Volume 971, Page 251;
THENCE southerly along the East side of Underwood Road (North-South asphalt road) as
follows:
South 00 degrees 11 minutes 34 seconds East, 646.53 feet to a 5-inch pipe corner post;
Exhibit "A", Property Description — Page 2
South 00 degrees 48 minutes 00 seconds East, generally near a fence for part of the way, 645.16
feet to a 5-inch pipe corner post;
South 00 degrees 41 minutes 32 seconds East, 547.42 feet to a 5/8-inch iron pin found at the
North-Northwest corner of the 76.768 acre tract recorded in Volume 1166, Page 235;
South 00 degrees 00 minutes ll seconds West, with a West line of said 76.768 acre tract and
generally near a wood fence for part of the way, 344.00 feet to an 1/2-inch iron pin set at an
inside corner of said 76.768 acre tract;
THENCE South 89 degrees 58 minutes 11 seconds West, with a North line of said 76.768 acre
tract and crossing said Underwood Road, 125.00 feet to an 1/2-inch iron pin set at the West-
Northwest corner of said 76.768 acre tract;
THENCE South 00 degrees 15 minutes 42 seconds East, with the West line of said 76.768 acre
tract and on the West side of said Underwood Road, passing the Southwest corner of said 76.768
acre tract and continuing in all, 156135 feet to an 1/2-inch iron pin found near said Underwood
Road; same being the North-Northwest corner of the 96.85 acre tract recorded in Clerk's File No.
98-117450;
THENCE South O1 degree 54 minutes 54 seconds West, with a West line of said 96.85 acre tract
and generally with said Underwood Road, 1205.51 feet to an one inch iron pin found at the an
inside corner of said 96.85 acre tract; same being the Southeast corner of said 415 acre tract;
same being where said road turns West;
THENCE North 89 degrees 27 minutes 33 seconds West, with the South line of said 415 acre
tract and generally with the center of said Underwood Road, 1362.76 feet to an 1/2-inch iron pin
set at the East-Southeast corner of the 18.726 acre "Tract II" recorded in Volume 489, Page 551
of the right-of-way of Farm Road No. 2449;
THENCE North 00 degrees 28 minutes 37 seconds East, with the East line of said 18.726 acre
tract and the right-of-way line of said Farm Road No. 2449, 45.00 feet to an 1/2-inch iron pin set
at the Northeast corner of said 18.726 acre tract;
THENCE with the North line of said 18.726 acre tract, the North right-of-way line of said Farm
Road No. 2449 and generally near a fence as follows:
North 89 degrees 31 minutes 23 seconds West, 2944.75 feet to an 1/2-inch iron pin set;
South 89 degrees 46 minutes 37 seconds West, 7200.01 feet to an 1/2-inch iron pin set;
North 84 degrees 30 minutes 45 seconds West, 100.50 feet to an 1/2-inch iron pin set;
South 89 degrees 46 minutes 37 seconds West, 200.00 feet to an 1/2-inch iron pin set;
E�ibit "A", Property Description — Page 3
South 84 degrees 03 minutes 59 seconds West, 100.50 feet to an 1/2-inch iron pin set;
South 89 degrees 46 minutes 37 seconds West, 678.22 feet to an 1/2-inch iron pin set;
North 44 degrees 49 minutes 38 seconds West, 39.98 feet to an 1/2-inch iron pin set at the
Northwest corner of said 18.726 acre tract; same being in the East line of said C. Wolfe Road;
THENCE North 00 degrees 30 minutes 56 seconds East, with the East line of said C. Wolfe
Road and generally near a fence, 1353.53 feet to an 1/2-inch iron pin set;
THENCE North 89 degrees 32 minutes 13 seconds West, 17.14 feet to an 1/2-inch iron pin set in
the center of said C. Wolfe Road, in the West line of said 798.2 acre tract;
THENCE North 00 degrees 32 minutes 15 seconds East, with the West line of said 798.2 acre
tract and generally with the center of said C. Wolfe Road, 697235 feet to the PLACE OF
BEGINNING and containing 2049.00 acres.
TRACT 2 (South Tract):
SITUATED in Denton County, Texas in the S. Paine Survey, Abstract No. 1035, the M. Paine
Survey, Abstract No. 1036, the George West Survey, Abstract No. 1393, the B. B. B. & C.R.R.
Co. Survey, Abstract No. 176, the EN. Oliver Survey, Abstract No. 989, the J. T. Evans Survey,
Abstract No. 411, the C. Manchaca Survey, Abstract No. 789, the G. W. Pettingale Survey,
Abstract No. 1041, the J. W. Kjellberg Survey, Abstract No. 1610, being a Survey of part of
1.086 acre tract described in a deed from Maurine P. Myers, et al to M. T. Cole Trust NO. 1,
recorded in Volume 1018, Page 453, being a Survey of part of the 562.8 acre "First tract"
described in a deed from T. E. Carruth, et al to M. T. Cole, dated December 22, 1931, recorded
in Volume 238, Page 410, a Survey of the 640 acre tract described in a Deed from T. E. Carruth,
et al to M. T. Cole, dated January 4, 1935, recorded in Volume 250, Page 121, a Survey of the
429-3/4 acre tract described in a deed from T. E. Carruth, et al to M. T. Cole, dated March 28,
1936, recorded in Volume 256, Page 285, all Deeds of the Denton County Deed Records, being
described by metes and bounds as follows:
BEGINNING at an 1/2-inch iron pin set in a broke off Bois d'arc corner post at the Southwest
corner of said 640 acre tract; same being in the East line of the 320.350 acre tract recorded in
Clerk's File No. 99-67258;
THENCE North 00 degrees 35 minutes 15 seconds East, with the East line of said 320.350 acre
tract and generally near a fence, 3057.12 feet to a 5/8-inch iron pin found at the Northeast corner
of said 320350 acre tract;
THENCE North 89 degrees 23 minutes 04 seconds West, with the North line of said 320.350
acre tract, 153.52 feet to an 1/2-inch iron pin set in the West line of said 1.086 acre tract; same
being on the East side of H. Lively Road (rock road);
Eachibit "A", Property Description — Page 4
THENCE northerly with the East side of said H. Lively Road, with the West line of said 1.086
acre tract and generally near a fence as follows:
North 49 degrees 11 minutes 19 seconds East, 31.80 feet to an 1/2-inch iron pin set;
North 06 degrees 29 minutes 42 seconds East, 103.71 feet to an 1/2-inch iron pin set;
North 07 degrees 48 minutes 12 seconds East, 90.24 feet to an 1/2-inch iron pin set;
North 19 degrees 36 minutes 29 seconds East, 83.19 feet to an 1/2-inch iron pin set;
North 17 degrees 17 minutes 59 seconds East, 221.61 feet to an 1/2-inch iron pin set at the
Northwest corner of said 1.086 acre tract;
THENCE South 89 degrees 52 minutes O1 second East, with the North line of said 1.086 acre
tract, 17.07 feet to an 1/2-inch iron pin found at the Northeast corner of said 1.086 acre tract;
same being in the East line of the 160.939 acre tract recorded in Volume 1300, Page 933;
THENCE northerly with the East line of said 160.939 acre tract, the East side of said H. Lively
Road and generally near a fence as follows:
North 00 degrees 48 minutes 45 seconds East, 7234 feet to an 1/2-inch iron pin found;
North 00 degrees 23 minutes 31 seconds East, 2695.55 feet to an 1/2-inch iron pin set in the
South right-of-way line of Farm Road No. 2449;
THENCE easterly with the South right-of-way line of said Farm Road No. 2449 and generally
near a fence as follows:
North 45 degrees 10 minutes 52 seconds East, 41.58 feet to an 1/2-inch iron pin set;
North 89 degrees 46 minutes 37 seconds East, 679.48 feet to an 1/2-inch iron pin set;
South 84 degrees 30 minutes 45 seconds East, 100.50 feet to an 1/2-inch iron pin set;
North 89 degrees 46 minutes 37 seconds East, 200.00 feet to an 60d nail set in top of a wood
right-of-way marker;
North 84 degrees 03 minutes 59 seconds East, 100.50 feet to an 1/2-inch iron pin set;
North 89 degrees 46 minutes 37 seconds East, 1462.48 feet to an 1/2-inch iron pin found at the
Northwest corner of the 18.28 acre tract recorded in Volume 5, Page 709 of the Lis Pendens
recards of Denton County, Texas
E�ibit "A", Property Description — Page 5
THENCE South 00 degrees 16 minutes 13 seconds East, with an West line of said 18.28 acre
tract and generally near a fence 711.07 feet to an 1/2-inch iron pin found by a corner post at the
Southwest corner of said 18.28 acre tract;
THENCE North 89 degrees 45 minutes 23 seconds East, with the South line of said 18.28 acre
tract and generally near a fence, 1119.68 feet to an 1/2-inch iron pin found by a corner post at the
Southeast corner of said 18.28 acre tract;
THENCE North 00 degrees 12 minutes 56 seconds West, with the East line of said 18.28 acre
tract and generally near a fence, 710.67 feet to an 1/2-inch iron pin set at the Northeast corner of
said 18.28 acre tract, in the South right-of-way line of said Farm Road No. 2449;
THENCE North 89 degrees 46 minutes 37 seconds East, with the North right-of-way line of said
Farm Road No. 2449 and generally near a fence, 4616.62 feet to an 1/2-inch iron pin set in an
East line of said 562.8 acre tract;
THENCE South 00 degrees 09 minutes 33 seconds West, with an East line of said 562.8 acre
tract and generally with the center of a rock road 1652.60 feet to an 1/2-inch iron pin set at the
South-Southeast corner of said 562.8 acre tract, where said road turns to the West;
THENCE North 89 degrees 28 minutes 35 seconds West, with the South line of said 562.8 acre
tract and generally with the center of said rock road, 254.68 feet to an 1/2-inch iron pin set in
place of a 60d nail found at the North-Northeast corner of said 429-3/4 acre tract;
THENCE South 00 degrees 24 minutes 30 seconds West, with an East line of said 429-3/4 acre
tract and generally near an old fence, 2169.07 feet to a Bois d'arc corner post found at the inside
corner of said 429-3/4 acre tract;
THENCE South 89 degrees 56 minutes 06 seconds East, with a North line of said 429-3/4 acre
tract and generally near the evidence of an old fence, passing an 1/2-inch iron pin set by a corner
post at 3125.59 feet and continuing in all, 3151.06 feet to a point on the West edge of John Paine
Road (North-South rock road); same being in a West line of the 2329.49 acre tract recorded in
Clerk's File No. 98-117450;
THENCE South 00 degrees 33 minutes 24 seconds West, with a West line of said 2329.49 acre
tract and with the West edge of said John Paine Road, 2545.07 feet to an 1/2-inch iron pin found
at the Southeast corner of said 429-3/4 acre tract and an inside corner of said 2329.49 acre tract;
THENCE North 89 degrees 47 minutes 59 seconds West, with the South line of said 429-3/4
acre tract, a North line of said 2329.49 acre tract and generally near an old fence, 5406.60 feet to
a Bois d'arc corner post found at the Southwest corner of said 429-3/4 acre tract and a Northwest
corner of said 2329.49 acre tract;
THENCE South O1 degree 59 minutes 48 seconds West, with a West line of said 2329.49 acre
tract and generally near a fence, 92.25 feet to a Bois d'arc corner post found at an inside corner of
E�ibit "A", Property Description — Page 6
said 2329.49 acre tract and the Southeast corner of said 640 acre tract; an one inch iron pipe
found bears South 87 degrees 45 minutes 56 seconds East, 3.46 feet;
THENCE North 89 degrees 30 minutes 24 seconds West, with the South line of said 640 acre
tract, a North line of said 2329.49 acre tract and generally near an old fence for most of the way,
5806.65 feet to the PLACE OF BEGINNING and containing 1357.12 acres.
SAVE AND EXCEPT THE FOLLOWING TRACTS OF LAND:
Except Tract 1(Episcopal Diocese Site):
22.18748 acres of land situated in Denton County, Texas, in the George West Survey, Abstract
No. 1393 and the G.W. Pettingale Survey, Abstract No. 1041, being more particularly described
in that certain Special Warranty Deed from SLF II Cole Property, L.P. to Corporation of the
Episcopal Diocese of Dallas dated to be effective as of February 29, 2008 and recorded on
March 4, 2008 as Instrument No. 2008-22241 in the Real Property Records of Denton County,
Texas.
Except Tract 2 (Aldi Site):
184.812 acres of land situated in Denton County, Texas, in the William Neill Survey, Abstract
No. 970, the John Bacon Survey, Abstract No. 1540, the Isaac N. Hambree Survey, Abstract No.
594, the Jeremiah Dalton Survey, Abstract No. 353 and the J.W. Kjellberg Survey, Abstract No.
1610, being more particularly described in that certain Special Warranty Deed from SLF II Cole
Property, L.P. to Aldi (Texas) L.L.C. dated to be effective as of May 8, 2008 and recorded on
May 8, 2008 as Instrument No. 2008-50360 in the Real Property Records of Denton County,
Texas.
Except Tract 3(Denton County ROW Site):
0.247 acre of land situated in Denton County, Texas, in the Jeremiah Dalton Survey, Abstract
No. 353, being more particularly described in that certain Donation Deed from SLF II Cole
Property, L.P. to Denton County, Texas dated to be effective as of September 1, 2010 and
recorded on October 26, 2010 as Instrument No. 2010-107113 in the Real Property Records of
Denton County, Texas, and recorded again on July 25, 20ll as Instrument No. 2011-68617 in
the Real Property Records of Denton County, Texas.
Except Tract 4(City of Denton Airport Site):
29.444 acres of land, situated in the J. McDonald Survey, A-873, Denton County, Texas, and
being more particularly described in that certain Special Warranty Deed from SLF II Cole
Property, L.P. to the City of Denton, Texas dated to be effective as of December 27, 2016 and
recorded on December 29, 2016 as Instrument No. 163835 in the Real Property Records of
Denton County, Texas.
E�ibit "A", Property Description — Page 7
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EXHIBIT B - PARK PLAN
� � Note: The location and size of proposed parks, trails, ESA and schools
� ( are approximate and general in nature and subject to change.
Note: School sites shown on this plan are pianned, bui not required.
• � Land underlying a school site shown on this plan may be developed in
accordance with the base zoning district regulations.
c Note:Amenitycenterswillbeprivatelyownedandmaintained,andwill
� not be accessible to [he general public.
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'7� Cky Park
■ Sthaoi
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■ Naigh6orbood Park
� Ppckat Park
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Fioodplain
■ Existing Cakes
' traiis within ESA areas may
be naNrai surface traiis
�i� HILLWOOD' � Cole Ranch March04,2020
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EXHIBIT'B'
Cole Ranch - Park Improvement Summary Tables
Park Dedication and Development Requirements for Cote Ranch
Park *Requirement pevefoper
Multi-Familv SinRle Familv Planned Park Develoument
Dedication with 50%
Units Units Dedication Fees (as of 12/2019)
Requirement Reduction
Amount
Cole Ranch 3,200 5,90� 55.7 27.85 60*" $2,315,300
*Per Ordinance 98-039 up to 50% reduction where substantial private park and recreational area proposed. Development is
not using this credit and pro�iding the minimum required amount of park land and devleopment
**ix 50 acre City Park & 2x 5 acre Neigh6orhood Parks (minimumj
***Developer financial commitment to construct City -owned parks includes only the City Park and Neighobrhood Parks
Trail System (Not required by the Park Dedication and Development Ordinance)
10' Resional Treils 6" Communitv Trails Totai Treils
Cvle Ran�h 12 Mifes 14 Miles 26 Miles
*All mileage on the trails is approximate until design is finalized
*The City of Denton will have an access easement on all trails outside of the right-of-way
*10'trails will have a 30' easement and 6' treils will have a 26' easement, this allows for additional space if needed for
programming, easement could be modified as needed pending space allocation
Parks and Treiis - Ownership, Maintenence and Access
Description Ownership Maintenance Access
City Park** City District/HOA D en to public
Neighborhood Park City DistrictlNOA O en to ublic
Qog Park* District�HOA with PAE District�HOA ❑pen to public
Pocket Park* District�HOA with PAE District�HOA ❑pen to pubfic
Amenity Centers District/HOA District/HOA Private
Trails* District/HOA with PAE District/HOA ❑pen to public
Lakes* Distfi[tlHpA with PAE District�HOA Open to public
* PAE - Public Access Easement
** City is responsible for the maintenance and operation of any buildings/structures not constructed by the developer such as a
recreation center, skate pa rk , etc.
Page 1 of 2
Park imprnvements
ParkTvue Description of Imarovements
City Park Minimum 50 acres
Picnic Tables, Trash Cans and Benches
Playground area with equipment incorporating shade structures
Trails
Practice fields for baseball, softhalf, soccer and football
Dedicated parking area
Dog Park Approximately 3 acres
One enclosed dag free-play facility pro�ided
Up to three play areas included in the design
Dedicated parking area
Neighborhood Park Minimum 5 acres each
Minimum two Neighborhood Parks
Provided adjacent to each elementary school site if agreed by City and DISD
PEayground designed for ages 2-5 and 5-12
Landscaped with trees, hen�hes and drinking fountains
On-street parking provided
Pocket Parks/Amenity Centers Aprroximately one-half to one acre in size
Estimated 15 park/amenity center areas
Meets the ten minute walk pro�ision
Passive park use with landscaping, benches, etc.
Private amenity centers with dedicated parking
On-street parking pro�ided for pocket parks
Page 2 of 2
EXHIBIT C- FORM OF SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUIVIBER OR YOUR DRIVER'S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That
[ADD APPROPRIATE GRANTOR
INFORMATION HERE INCLUDING ENTITY TYPE AND STATE OF FORMATION AS
APPLICABLE] (herein called "Grantor"), for and in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid
by the CITY OF DENTON, a Texas Home Rule Municipal Corporation (herein called "Grantee"),
215 E. McKinney, Dentan, Texas 76201, the receipt and sufficiency of which are hereby
acknowledged and confessed, and subject to the Reservations from Conveyance and the
Exceptions to Conveyance and Warranty set forth below, has GRANTED, SOLD and
CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real
property in Denton County, Texas being particularly described on E�ibit "A", attached hereto
and made a part hereof for all purposes, and being located in Denton County, Texas, together with
any and all rights or interests of Grantor in and to adjacent streets, alleys and rights of way and
together with all and singular the improvements and fixtures thereon and all other rights and
appurtenances thereto (collectively, the "Property").
Notwithstanding the foregoing grant of conveyance, Grantor, subject to the limitation of
such reservations made herein, reserves, for [ADD APPROPRIATE PRONOITN HERE, AND
HERE] devisees, heirs, successors and assigns the following (collectively, herein "Reservations
from Conveyance"): (i) all oil, gas, and other minerals in, on and under, and that may be produced
from the Property, and (ii) all of Grantor's interest in the water (including, without limitation,
underground water from any and all depths and geological formatioris, surface water, diffuse
surface flow and runoff, and harvested rain water, and all of the water rights associated with the
Property, including any and all permits issued by the North Texas Groundwater Conservation
1560.029\86729.4
District and any and all permits, licenses or other governmental authorizations related to such
water) that is in and under the Property and that may be produced from it, subject to applicable
laws and ordinances. Grantor, [ADD APPROPROPRIATE PRONOiJN HERE] devisees, heirs,
successors and assigns shall not have the right to use or access the surface of the Property, in any
way, manner or form, in connection with or related to the reserved oil, gas, and other minerals or
water and/or related to exploration and/or production of the oil, gas, and other minerals or water
reserved herein, including without limitation, use or access of the surface of the Property for the
location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water
wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores,
or any other infrastructure or improvement of any kind or type in connection with or related to the
reserved oil, gas, and other minerals or water, and/or related to the exploration or production of
same.
As used herein, the term "Minerals" shall include oil, gas, and all associated hydrocarbons,
and shall exclude (i) all substances that any reasonable extraction, mining or other exploration
and/or production method, operation, process or procedure would consume, deplete or destroy the
surface of the Property; and (ii) all substances which are at or near the surface of the Property.
Nothing herein shall be construed to prohibit the production of the reserved oil, gas, and
other minerals and/or the pooling of the reserved mineral estate with other lands, so long as all
surface operations are located entirely on lands other than the Property.
As used herein, the term "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above
the surface of the earth.
The use of the Property shall be restricted to any and all [ADD APPROPRIATE USE
RESTRICTION HERE] uses.
Exceptions to Conveyance and Warranty: See E�ibit "B" attached hereto and made a part hereof
for all purposes.
Grantor hereby assigns to Grantee, without recourse, warranty, or representation, any and
all claims and causes of action that Grantor may have for or related to any defects in, or injury to,
1560.029\86729.4
the Property existing on the date of this deed, unless expressly reserved herein or in the Contract
of Sale between Grantor and Grantee.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns
forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to
WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to
the Reservations from Conveyance and the Exceptions to Conveyance and Warranty.
EXECUTED the day of , 20_
GRANTOR
[ADD APPROPRIATE SIGNATURE BLOCK(S) AND ACKNOWLEDGEMENT(S)]
Upon Filing Return To:
Capital Projects — Real Estate
Attn: Deanna Cody, Deputy Director
216 W. Mulberry Street
Denton, Texas 76201
Property Tax Bills To:
City of Denton Finance Department
215 E. McKinney Street
Denton, Texas 76201
I560.029\86729.4
EXHIBIT D
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Eachibit D - Page 1
2009.013\878813
EXHIBIT D-1
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E�ibit D-1 - Page 1
2009.013\878813
EXHIBIT D-2
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E�chibit D-2 - Page 1
2009A 13\878813
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EXHIBIT E - MTJNICIPAL FACILITIES
Denton
Enterprise
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Munitipal Services Site
Hickwy Creek Waste Wa[er Lift S[atio�� Y��
'the loca[ion of these offsi[e sites has noc yet been dete(m�netl
i Note: The location and size of proposed municipal facilities
� � are approximate and general in nature and subject to change.
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EXHIBIT E-1- FORM OF TEMPORARY CONSTRUCTION EASEMENT
NOTICE OF CONFIDENTIALTTY RIGHTS: If you are a natural person, you may remove or strike any or
all of the following information from any instrument that transfers an interest in real property before it is filed
for record in the public records: your Social Security number or your driver's license number.
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF DENTON §
This Temporary Construction Easement (the "Agreement") is between
, a ("Grantor") and the City of Denton, a Texas home-rule
municipal corporation ("Grantee" or "City") and is effective when executed by Grantor and
Grantee ("Effective Date").
For and in consideration of $10.00 and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and in consideration of the covenants
contained herein, Grantor and Grantee agree as follows:
1. Subject to the terms of this Agreement, Grantor hereby grants and conveys to
Grantee a non-exclusive temporary easement (the "TCE") across the property described in E�ibit
"A" attached hereto (the "TCE Property"). This grant is subject to all matters of record affecting
the TCE Property.
2. This Agreement is being executed by Grantor at the request of the City. The City
is planning to undertake certain improvements related to (the
"Project") within the easement area described in that certain easement dated ,
20_ and recarded as Instrument No. , in the Real Property Records of Denton
County, Texas (the "Permanent EasemenY'). Grantee's work related to the Project is referred to
here as the "Work." Grantee's Work must be performed pursuant to, and in accordance with the
City-approved plans for the Project. The TCE and TCE Property shall only be used by Grantee
for the purposes of construction staging, stockpiling materials, and access to and from the Project
work area (collectively, the "Permitted Uses") and for no use other than the Permitted Uses.
Notwithstanding anything to the contrary, Grantee shall have no right to construct any permanent
improvements on the TCE Property, nor any improvements that will continue to exist on the TCE
Property after the Termination Date (defined below). Grantee is responsible for location and
protection of all utilities and other improvements within the TCE Property prior to commencement,
and during the execution, of the Work. Access to the Project area shall be limited to access through
the TCE Properry itself, the easements described in the Permanent Easements, or public rights of
way, and not across other property owned by Grantor in which Grantee has no such interest.
Grantee shall not block, inhibit, or otherwise impede access to the other areas at any time.
3. Grantor reserves and retains the right to grant other rights and easements across,
over, or under the TCE Properiy to such other persons as Grantor deems proper; provided, such
other rights shall not unreasonably interfere with or prevent the use by Grantee of the TCE Property
for the purpose set forth herein.
1560.029\87449.2
4. The TCE is not assignable by Grantee without the prior written consent of Grantor,
which consent may be withheld in Grantor's sole and absolute discretion.
5. Grantor may use the TCE Property for any and all purposes which do not
unreasonably interfere with or prevent the use by Grantee of the TCE Property for the purposes
set forth herein.
6. The TCE shall automatically terminate upon the earlier of the completion of the
Wark or months after the Effective Date of this Agreement (the "Termination
Date"). In the event of a default by Grantee hereunder and the continuance of such default for 30
days after written notice by Grantor to Grantee of such default, Grantor shall have the right to
immediately terminate this Agreement and the TCE upon written notice to Grantee. Grantee shall
also have the right to terminate this Agreement and the TCE upon written notice to Grantor. In
the event of any termination or expiration of this Agreement, Grantee shall remove all of its
property and materials from the TCE Property and restore the TCE Property pursuant to paragraph
S(and as otherwise required pursuant to this Agreement) as promptly as possible exercising
commercially reasonable diligence and efforts.
7. Other than the Work and Permitted Uses described herein, Grantee shall not make
any alterations, additions, or improvements to the TCE Property without Grantor's prior written
consent, which may be withheld in Grantor's sole and absolute discretion. Grantee shall at all
times comply with all applicable laws, rules, and ordinances of any governmental agency or
authority. Grantee shall stay within the limits of the TCE Property or other property in which it
holds an interest and shall not enter upon the adjacent land of Grantor without Grantor's express
prior written consent to each such entry, which consent may be withheld in Grantor's sole and
absolute discretion. No trespassing, ingress, or egress is allowed on the adjacent property in which
Grantee has no interest. Grantor shall be notified at least 48 hours prior to Grantee entering the
TCE Property for the first time, and Grantor shall have the right to have its representative present
when Grantee enters the TCE Properiy for the first time. The TCE Property, and the adjacent
properties, may be used for agricultural operations and may be in cultivation or may be subject to
grazing by livestock. If required by Grantor, temporary fences and gates shall be constructed to
specifications previously agreed by Grantor and Grantee. All gates shall be kept closed at all
times, except when passing through same. No hunting, fishing, or other recreational activities nor
activities other than the Permitted Uses or completion of the Work are allowed at any time.
Grantee acknowledges receipt of the attached Exhibit "B" — Clarifications and
Understanding of the Terms and Conditions for Temporary Construction Easements.
8. Prior to the end of the term of this Agreement, or upon any termination of this
Agreement, Grantee shall, at no cost or expense to Grantor, promptly repair any damage to any
improvements on the TCE Property and surrounding property and restore the surface to its
condition that existed prior to Grantee's or any Grantee Party's entry thereon (including, but not
limited to, the removal of rocks with a dimension of four inches (4") or larger, the replacement of
any disturbed topsoil, either removed, stockpiled, and placed on site, or imported, the reseeding
and establishment of grasses or other landscape of varieties acceptable to Grantor, (including
fertilizer, temporary irrigation, or watering) and the repair, reconstruction, or replacement of
fences) of the TCE Property and surrounding properly. Upon the expiration or termination of this
1560.029\87449.2
TCE, the TCE Property shall be left in a landscaped condition, free of all trash, litter garbage,
refuse, and debris.
9. Grantee shall not use the TCE Property, or permit use of the TCE Property by any
Grantee Party, in a manner which violates any law or regulation, or constitutes a public or private
nuisance. Except far the normal use of fuels, lubricants, and chemicals required for the Work,
Grantee shall not, and shall not permit the City, the City Contractor (defined below) or any of their
respective employees, managers, officers, agents, contractors, subcontractors, suppliers, invitees,
or representatives (each a"Grantee Party" and collectively, "Grantee Parties") to, locate, generate,
manufacture, use, or dispose on or about the TCE Property any chemical, pollutant, waste, or other
substance that is the subject of any law or regulation pertaining to public health, safety, protection,
or conservation of the environment or regulation of Hazardous Substances. "Hazardous
Substances" means any and all pollutants, toxic substances, hazardous materials, substances, or
waste, including, but not limited to, petroleum, crude oil, or any fraction thereof. If Grantor in
good faith believes that Hazardous Substances may have been located, generated, manufactured,
used, or disposed of on or about the TCE Property by the Grantee or any of its employees, agents,
contractors, subcontractors, suppliers, or invitees, Grantor may have environmental studies of the
TCE Property conducted as it deems appropriate. In the event such studies reveal that a Hazardous
Substance has been located, generated, manufactured, used, or disposed on or about the Property,
except as noted above, the Grantee shall be responsible for the cost of such study.
10. Grantor Parties. For the purposes of this Agreement, the term "Grantor Parties"
shall include Grantor, Grantor's affiliates and their respective equity owners, successors, and
assigns, and such parties' respective officers, directors, employees, managers, agents, consultants,
contractors, subcontractors, suppliers, invitees, and representatives.
11. Required Insurance. For purposes of this Agreement, the term "City Contractor"
shall mean the City's general contractor for the Project. Notwithstanding anything to the contrary,
commencing prior to entry onto the TCE Property by any Grantee Party, and through the remainder
of the term of this Agreement, Grantee shall require the City Contractor, at Grantee's or the City
Contractor's cost, to maintain a policy or policies of general liability insurance, including personal
injury and property damage, with contractual liability coverage, in the amount of Two Million
Dollars ($2,000,000.00) for property damage and Two Million Dollars ($2,000,000.00) per
occurrence for personal injuries or deaths of persons occurring in or about the TCE Property.
These policies must be issued by insurers licensed with the State of Texas on forms acceptable to
Grantor, with the liability insurance endorsed to include Grantor as an additional insured and
stating that such insurance is primary over any other insurance carried by Grantee or City's
Contractor. All policies must also contain a waiver of subrogation in favor of Grantor. Evidence
of such coverage in form and substance acceptable to Grantor must be furnished to Grantor prior
to entry onto the TCE Property by Grantee, the City Contractor, or any Grantee Party.
13. Mechanic's Liens. If, as a result of or in connection with the activities of the
Grantee Parties, any lien or claim far lien is filed against the TCE Property or any other property
of Grantor, Grantee shall immediately give notice to Grantor thereof and cause such lien or claim
for lien to be released of record within thirty (30) days after Grantee's receipt of notice of such
lien.
1560.029\87449.2
15. Grantee shall cause any user of the TCE to clean public rights-of-way and
easements used by Grantee in connection with the Work as reasonably necessary based on such
user's activities. Grantee shall remove trash from the TCE Property and the rights-of-way
described in the preceding sentence daily.
16. Grantee shall not bury any trash or waste material of any kind on the TCE Property.
17. All notices required or permitted hereby shall be in writing and become effective
after being deposited in the U.S. Mail, certified or registered with appropriate postage prepaid or,
if delivered by some other manner, when actually received. Notices to the parties shall be
addressed as follows:
To Grantor: [insert name and address]
With a copy to: [insert name and address]
To Grantee: City of Denton
215 East McKinney Street
Denton, Texas 76201
Attn: City Manager's Office
With a copy to: City of Denton
216 West Mulberry Street
Denton, Texas 76201
Attn: Real Estate Office
From time to time a party may designate a new address for the purpose of receiving notices
hereunder by giving notice of its new address to the other party in the manner provided above.
18. Survival. The obligations of Grantee set forth herein shall survive any termination
of this Agreement.
19. Counterparts. This Agreement may be executed by facsimile, electronic mail, or
otherwise in multiple counterparts, each of which will, or all purposes, be deemed an original, but
which together will constitute one and the same instrument.
[ADD SIGNATURE PAGES]
1560.029\87449.2
EXHIBIT "A"
TCE PROPERTY
[see following pages]
1560.029\87449.2
EXHIBIT "B"
CLARIFICATION AND UNDERSTANDING OF THE TERMS AND CONDITIONS
FOR TEMPORARY CONSTRUCTION EASEMENTS
In addition to the terms and conditions contained in the Temporary Construction Easement
Agreement, the following conditions shall apply:
1. Any gates accessed by the contractor shall be kept closed at all times, except when
passing through same, and locked whenever the contractor is not on-site. Grantee is responsible
for repairing and restoring all siltation, erosion, drainage, and other effects its operations may cause
to offsite streets, rights of way, park areas, association property, and common areas.
2. Erosion control silt fence (or other approved silt control material) is required along
the length of any construction areas, as well as in all channels, swales, or other low areas.
3. All vegetated and grassed areas damaged or disturbed by construction ofthe Project
or by any Grantee Party's use of the TCE Properiy shall be restored as close as reasonably practical
to pre-construction condition, including any irrigation, landscaping, or other improvements in
adjacent open space area. Landscape and grasses must be established immediately upon
completion of construction operations. In areas where grasses are Coastal Bermuda ("Coastal"),
the grass must be reestablished by "plugging" and not by broadcast seeding. If weather conditions
warrant, a winter rye mix approved by Grantor may be planted in lieu of the Coastal, with the
Coastal being properly planted in the following spring (this requires that the winter rye by killed
by use of a herbicide approved by Grantor, the ground stripped and plowed, and the Coastal being
plugged and irrigated until such time that 70°/a coverage has been established).
4. Any existing fences damaged or removed for construction shall be replaced with
comparable material reasonably acceptable to Grantor.
5. Temporary fences in grazing pastures shall be 5-strand barbed wire on steel T-posts
spaced at 8' centers. Any modifications to the fencing requirements must be agreed to in writing
by the Grantor.
6. Any gates or cattle guards damaged by construction shall be repaired or replaced,
including all damaged materials, painting, and any other work required to return the gate or cattle
guard to pre-construction condition.
All trash and debris shall be collected and disposed of on a daily basis.
8. Grantee shall provide contact information (24 hours a day/7 days a week) for field
supervisors and office personnel who can be contacted should any problems arise on the
construction site.
9. Grantor Contact Information: [insert]
1560.029\87449.2
EXHIBIT E-2 - FORM OF PERMANENT EASEMENT ADDENDUM
ADDENDUM TO PERMANENT EASEMENT
This Addendum to the foregoing Easement (the "EasemenY') modifies the Easement
as follows:
1. The Easement is not assignable by Grantee without the prior written consent of Grantor,
which consent shall not be unreasonably withheld, conditioned, or delayed.
2. This section applies only to easements for underground linear infrastructure projects:
Grantor reserves and retains the right to grant other rights and easements across, over, or under
(but not parallel and overlapping) the Property to such other persons as Grantor deems proper,
provided such other grants do not interfere with the use of the Easement by Grantee for the purpose
set forth herein. Notwithstanding anything to the contrary, Grantor and any future owners of the
fee title to the Property and their designees shall retain the following rights with respect to the
Property:
(a) to build fences (unless construction of said fence requires a building permit, in
which case Grantor must obtain written consent from Grantee), one or more roads, driveways,
alleys, and to construct underground utilities across, over, and under the Property; and
(b) to landscape the Property.
Grantor and any future owner of the fee title to the Property shall locate any such fences, roads,
alleys, or utilities crossing Grantee's facilities within the Property at an angle of approximately 90
degrees; provided, however, the crossing angle of such improvements with the facilities may be
reduced to no less than 60 degrees to the extent such reduction is deemed appropriate or desirable
by Grantor or such future owners of the Property in their reasonable discretion, but in no event
shall such fences, roads, alleys, or utilities cross the facilities within the Property at less than a 60
degree angle without the prior consent of Grantee. The horizontal and vertical location of all
fences, roads, alleys, or utilities or landscaping improvements within the Property shall be subject
to reasonable minimum horizontal and vertical clearance requirements of the Grantee. The right
of Grantor and any future owners of the Property to landscape the surface of the Property as set
forth above shall not give Grantor and any future owners of the Property the right to place
hardscape (such as fountains, walls, and retaining walls) on the surface of the Property without the
prior written consent of Grantee so long as the construction of such hardscape does not require a
building permit. In the event the construction of such hardscape does require a building permit,
Grantor and any future owners must obtain from Grantee written consent of the construction.
Further, Grantor, at its expense, shall have the right to relocate any facilities installed pursuant to
this Easement provided that the level of service provided by such facilities at the new location will
not be impaired or disrupted in any respect either in the process of such relocation or after the
completion thereof and further provided that the new location is compatible with the then-existing
adjacent infrastructure of Grantee.
3. Grantee shall repair any damage to improvements on the Property or surrounding property
and restore the surface of the Property and surrounding property from damage resultiii4� from
Grantee's use of the Property.
1560.026\87618.3
4. The Grantee shall not use the Property, or permit use of the Property by any other person,
in a manner that violates applicable laws or regulations or constitutes a hazard to the health, safety,
and/or welfare of the public. Except for the normal use of fuels, lubricants, and chemicals required
to install said public infrastructure and their normal byproducts of use, the Grantee shall not, and
shall not permit any of its employees, agents, contractors, subcontractors, suppliers, or invitees to
generate, manufacture, or dispose of on or about the Property any hazardous substance. If Grantor
in good faith believes that a hazardous substance may have been generated, manufactured, or
disposed of on or about the Property by the Grantee or any of its employees, agents, contractors,
subcontractors, suppliers, or invitees, Grantor may have environmental studies of the Property
conducted as it deems appropriate. In the event such studies reveal that a hazardous substance has
been generated, manufactured, or disposed of on or about the Property, except as noted above, the
cost of such studies shall be paid by Grantee.
5. Except with regard to those arising from the gross negligence or willful act or omission of
Grantor, Grantor shall not be responsible for any claims, suits, losses, liability, costs, and expenses
from a User's use of the Property. A"User" is defined to include any person, other than the
Grantee, providing materials or service in connection with the design and construction of the
Facilities.
6. All notices required or permitted hereby shall be in writing and become effective after
being deposited in the U.S. mail, certified or registered with appropriate postage prepaid, or, if
delivered by some other manner, when actually received. Notices to the parties shall be addressed
as follows:
To Grantor:
with a copy to:
To Grantee: City of Denton
City Manager's Office
215 E. McKinney Street
Denton, Texas 76201
with a copy to:
From time to time a party may designate a new address for the purpose of receiving notices
hereunder by giving notice of its new address to the other party in the manner provided above.
7. This grant of Easement shall automatically terminate and revert to Grantor or its successors
in interest upon abandonment by Grantee.
8. This Easement and Addendum to be effective as of the date first set forth in the Easement.
9. In the event of a conflict between this Addendum and the Easement, the provisions of this
Addendum shall control.
1560.026\876183
EXHIBIT E-3
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E�chibit E-3 - Page 1
2009.013\878813
EXHIBIT F - DEVELOPER CERTIFICATION
EXHIBIT F
DEVELOPER CERTIFICATION
[DATE]
Name of Issuer: Cole Ranch Improvement District No. 1 of Denton County
Name of Bond Issue: Bonds, Series
(Cole Ranch Improvement District No. 1 of Denton Counry)
Re: Developer Certification
To whom it may concern:
Pursuant to the Project Agreement (the "Pro�ect Agreement") dated as of _,
, 2020, between (the "Owner") and the City of Denton, Texas,
a Texas Home Rule municipality (the "C�") and the requirements of the City and Cole Ranch
Improvement District No. 1 of Denton County (the "District"), the [Developer] makes the
following certiiications with respect to the real properiy that the [Developer] owns as a condition
precedent to the District issuing bonds to reimburse the [Developer] for funds advanced for the
Improvement Projects for which the District bonds are issued:
l. Compliance with MPC Zoning. Development and use of the Property complies with the
applicable zoning regulations, including the Master Planned Community zoning overlay district.
2. Parks, Open Space and Trails. The [Developer] [Owner] [District] dedicated the Park land
and constructed the applicable Park Improvements required by the Project Agreement which
Park land and Park Improvements are maintained by the [Owner][District].
3. Infrastructure. The [Developer] [Owner] [District] constructed and dedicated public
infrastructure required to serve development of the Property as required by the Project
Agreement.
4. Municipal Facilities. The [Developer] [Owner] [District] dedicated the land and
contributed funds towards the construction of capital improvements as required by the Project
Agreement.
5. Affordable Housin�. The [Developer] [Owner] [District] contributed funds towards the
affordable housing as required by the Project Agreement.
Any and all information provided by the [Developer], contained in this certification, to
the best knowledge of the undersigned, is true and correct, as of [insert date].
Exhibit F - Page 1
2009.013\87881.3
[Developer Signature Block]
STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on , 2020 by ,
, the of on behalf of said
Notary Public, State of Texas
E�ibit F - Page 2
2009.013\87881.3
EXHIBIT G
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Joinder"), dated as of , 20_, is
executed by and between (the "Original Developer") and (the "New
Developer"), in connection with that certain Project Agreement (the "Project A�reement") entered
into between the City of Denton, Texas (the "C�"), and the Original Developer, dated effective
as of Apri17, 2020. Capitalized terms used herein shall have the definitions provided in the Proj ect
Agreement.
WHEREAS, before the New Developer may exercise any rights under the Project
Agreement, the New Developer must enter into a joinder to the Project Agreement or a separate
project agreement with the City; and
WHEREAS, the new Developer desires to enter into and execute this Joinder in order to
become a pariy to the Project Agreement with respect to area it owns within the Ranch
Improvement District No. 1 of Denton County (the "District").
NOW THEREFORE, the Original Developer and the New Developer agree as follows:
1. Attached hereto as Exhibit "A" is a true, correct, and complete copy of the Project
Agreement. The terms and provisions of the Project Agreement are incorporated herein for all
purposes.
2. The New Developer hereby acknowledges, agrees, and confirms that, by its
execution of this Joinder, the New Developer shall be deemed to be a"Party" to the Project
Agreement, but only with respect to the portion of the District that it owns, and shall have all of
the rights and obligations of the Original Developer thereunder with respect to the portion of the
District that it owns, as if it had originally executed Project Agreement. The New Developer
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms,
provisions and conditions contained in the Project Agreement with respect to the portion of the
District that it owns, to the same effect as if it were an original party thereto. From and after the
date hereof, the Original Developer shall be released from subsequently performing any such
obligations under the Project Agreement with respect to the portion of the District owned by the
New Developer and from any liability that results from the New Developer's failure to perform
such obligations.
3. Attached hereto as E�ibit "B" is a description of the portion of the Improvement
Projects (as defined in the Project Agreement) and other public infrastructure that the New
Developer will cause the District to construct and finance, and the division of obligations regarding
(i) the dedication of Parks, (ii) the conveyance of land for municipal facilities, (iii) the contribution
of funds for costs of capital improvements and land costs for municipal facilities, and (iv) the
contribution of funds for the City's affordable housing program. From and after the date hereof,
the Original Developer shall be released from subsequently perforrrung any such obligations under
the Project Agreement with respect to the portion of the District owned by the New Developer and
1560.029\84387.9
from any liability that results from the New Developer's failure to perform such obligations. The
maximum aggregate amount the District may reimburse the New Developer as described in
Sections 5.01(a) and 5.08 of the Operating Agreement is $ , and such maximum
aggregate amount applicable to the Original Developer is reduced by such amount.
4. The New Developer agrees to provide a copy of this Joinder to the City within 30
days for its execution by all parties.
5. The Parties intend that the City and the District, but no other parties, be third party
beneficiaries of this Joinder.
6. This Joinder may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute one agreement.
7. This Joinder shall be governed by and construed and interpreted in accordance with
the laws of the State of Texas, and exclusive venue shall lie in Denton County, Texas.
IN WITNESS WHEREOF, each party has caused this Joinder to be duly executed by its
authorized officer as of the day and year first above written.
[SIGNATURE PAGE TO FOLLOW]
2
1560.029\84387.9
ORIGINAL DEVELOPER
By:
Name: •
Title:
Address:
Fax:
Phone:
Email:
NEW DEVELOPER
By:
Name: :
Title:
Address:
Fax:
Phone:
Email:
1560.029\84387.9
Eghibit A
Proiect Agreement
E�ibit A — Page 1
1560.029\84387.9
Exhibit B
Description of the Portion of the Improvement Proiects to be Constructed and Financed
and Division of Obligations
E�ibit B — Page 1
1560.029\84387.9