20-761o�nvarreE No. 20-761
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE EX�.CUTION OF AN
OPERATING AGREEMENT WITH "COLE RANCH IMPROVEMENT DISTRICT NO. 1 OF
DENTON COUNTY, TEXAS", RELATIVE TO FUNDING, OWNERSHIP, n�IAINTENANCE,
AND REPAIR OF PUBLIC IlVIPROVEMENTS SERVING PROPERTY L�CATED WITHIN
THE "COLE RANCH IlVIPROVEMENT DISTRICT NO. 1 OF DENTON COUNTY, TEXAS"
AND OTHER RELATED MATTERS; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, all terms with initial capital letters that are not defined in the te� of this
Ordinance shall have the meanings given to them in the Operating Agreement attached as E�ibit
"A" to this Ordinance and incorporated herein for all purposes; and
WHEREAS, pursuant to Section 59, Article XVI, Texas Constitution, Cole Ranch
Improvement District No. 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 Loca1 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
WI�REAS, the District encompasses approximately 3,169.4296 acres af land (the
"District Area") as described by metes and bounds in Exhibit "A" hereto; and
WHEREAS, the District is located within the corporate limits of the City, and within Water
Certificate of Convenience and Necessity No. 10195 and Sewer Certificate af Convenience and
Necessity No. 20072, each issued to the City; and
WHEREAS, the District Area is not served by adequate water, wastewater, drainage, road,
landscaping, park, and recreational facilities, and such facilities are not otherwise available to the
District Area; and
WI�REAS, the District proposes to acquire, construct, improve, finance, maintain, and
fund for the benefit of the City the Improvement Projects (as such term is defined in the Operating
Agreement) to serve the area within and outside its boundaries and convey such improvements to
the City on the terms and conditions as provided herein; and
WHEREAS, all Improvement Projects are intended and shall be used to serve the area
within and outside the District's boundaries after conveyance to the City; and
WHEREAS, the District proposes to maintain for the benefit of the City the Park
Improvements {as such terrn is defined in the Operating Agreement) to serve the area within and
outside its boundaries; and
WHEREAS, pursuant to the District Act, the District may contract with a governmental or
private entity to carry out the acquisition, construction, financing, and maintenance of the
Improvement Projects and maintenance of the 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 and Park
Improvements to serve all the District Area and contiguous property; and
WHEREAS, pursuant to Section 3981.0505 of the District Act, the District has the
authority to impose an ad valorem tax on all t�able property in the District, including industrial,
commercial, and residential property, to pay or reimburse District Costs; and
WHEREAS, pursuant to Section 3981.0503 of the District Act, the District has the
authority to borrow money for District purposes by issuing bonds, notes, or other obligatians and
to secure such obligations from ad valorem taxes imposed by the District on all taxable property
in the District; and
WHEREAS, pursuant to Section 3981.0501 of the District Act, bonds or other obligations
of the District that are secured by and payable from ad valorem taxes imposed by the District may
not be issued unless the bonds or other obligations have been approved by District voters at one or
more elections held for that purpose, all in accordance with the District Act and other applicable
law; and
WHEREAS, pursuant to the District Act, the District may borrow money for District
purposes by issuing Bonds secured by and payable from ad valorem taxes, assessments, or any
other revenue authorized by the District Act; 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 aperate the Improvement Projects within its boundaries;
and
WI-�REAS, the City recognizes the positive economic impact that development 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 ordinance 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
WHEREAS, in order to satisfy the requirements of Section 3981.0109(a)(2) of the District
Act, the City and the District desire to enter into the Operating Agreement attached as E�ibit "A";
and
WHEREAS, the District Act authorizes the limitation by the Operating Agreement of the
improvement projects that may be financed by the District; and the terms and conditions of the
financing of such improvements projects and the operation of the district; and
WHEREAS, pursuant to Section 3481.0109(a)(2) 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, this Agreement is authorized pursuant to the laws of the State of Texas
including, withaut limitation, Chapter 791, Government Code, Section 552.014, Loca1
Government Code, and the District Act; and
WHEREAS, the City intends for the attached Operating Agreement to establish the rights
and obligations of the City and the District with respect to the ownership and maintenance of
certain Improvement Projects and Park Improvements and other public improvements; NOW,
THEREFORE;
THE COUNCII, OF TI-� CITY OF DENTON HEREB� ORDAINS:
SECTION 1. The Mayor is hereby authorized to execute the Operating Agreement attached
hereto as E�ibit "A" with Cole Ranch Improvement District No. 1 of Denton County, Texas
relative to funding, construction, ownership, maintenance, and repair of public improvements
serving property located within the District Area and other related matters.
SECTION 2. A substantial copy of the Operating Agreement is attached hereto as E�ibit
"A" and incorporated herein for all purposes. Minor adjustments to the attached Operating
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 abligations to be performed by the City under the Operating Agreement, unless
otherwise reserved in the Operating 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 ��E,Q,�Q�Q,O �l[,1�5{�E'%�f
and seconded by �%O�//t/ /1/ , the ordinance was passed and approved by
the following vote [ - _ ]:
Aye Nay Abstain Absent
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:
V
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✓
✓
✓
PASSED AND APPROVED this the _�`��Z day of
ATTEST:
ROSA RIOS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
.
By: G � �r
Exhibit "A"
Operating Agreement
Cole Ranch Improvement District No. 1 of Denton County, Texas
OPERATING AGREEMENT
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
This OPERATING AGREEMENT (this "Agreement") is made and entered into effective
as of the 7th day of April, 2020 (the "Effective Date"), between the CITY OF DENTON, TEXAS,
a home rule municipality situated in Denton County, Texas (the "C�"), and 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 (the "District Act"), and Chapter 375, Local Government Code.
(The City and District are sometimes hereinafter referred to individually as "Partv," and
collectively as "Parties").
ARTICLE I.
RECITALS :
WHEREAS, the District was created during the 86th Regular Session of the Texas
Legislature through the passage of H.B. 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, financing, operation, and maintenance of water, wastewater, drainage, road,
landscaping, park, and recreational facilities; and
WHEREAS, as of the Effective Date, the District encompasses approximately 3,169.4296
acres of land (the "District Area") as described by metes and bounds in Exhibit "A" hereto; and
WHEREAS, the District 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 (collectively, the "Ci .t�"); and
WHEREAS, as of the Effective Date, the District Area is not served by adequate water,
wastewater, drainage, road, landscaping, park, and recreational facilities, and such facilities are
not otherwise available to the District Area; and
WHEREAS, the District proposes to acquire, construct, improve, finance, maintain, and
fund for the benefit of the City the "Improvement Projects" (as such terxn is defined herein) more
particularly described on E�ibit "B" and Exhibit "B-1" hereto, to serve the area within and outside
its boundaries and convey such improvements to the City on the terms and conditions as provided
herein; and
WHEREAS, all Improvement Projects are intended and shall be used to serve the area
within and outside the District's boundaries after conveyance to the City on the terms and
conditions provided herein; and
WHEREAS, the District proposes to maintain for the benefit of the City the "Park
Improvements" (as such term is defined herein) more particularly described in Article IV and on
Exhibit "C" and depicted on Exhibit "C-1" hereto, to serve the area within and outside its
boundaries; and
WHEREAS, pursuant to the District Act, the District may contract with a governmental or
private entity to carry out the acquisition, construction, financing, and maintenance of the
Improvement Projects and maintenance of the Park Improvements; and
WHEREAS, the District will enter into construction and reimbursement obligations with a
"Developer" (as such term is defined herein) to secure funds and acquire, construct, improve,
finance, and maintain the Improvement Projects to serve all of the District Area and contiguous
property and to discharge such obligations incurred in acquiring and constructing such
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 all of
the District Area and contiguous property; 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 development of the
District Area and �ontigiiaus 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, befare the District may
exercise any powers under the District Act (i) the City must adopt an ordinance 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
WHEREAS, during its negotiation of an operating agreement and project agreement, and
adoption of a resolution consenting to the creation of the District, the City commissioned a"Water
and Wastewater Hydraulic Analysis", dated February 7, 2020, prepared by Freese & Nichols, and
a"Travel Demand Model", dated March 9, 2020, prepared by HDR, Inc. (collectively, the
"Studies"), as well as a"Fiscal Impact Analysis Report" and "Supplement", each dated March 11,
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2020, prepared by TischlerBise, Inc. and a"Southwest Service Center Feasibility Study", dated
January 16, 2020, prepared by Quorum Architects; and
WHEREAS, the information contained in the Studies serves as the basis for the preparation
of the exhibits attached to this Agreement; and
WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(1) of the District
Act, the City has adopted Resolution No. 20-762, dated Apri17, 2020 (the "Consent Resolution"),
a copy of which is attached hereto as Exhibit "D", consenting to the creation of the District and to
the inclusion of the land described in Exhibit "A" in the District; and
WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(3) of the District
Act, the City, and Developer (as such term is defined herein) have entered into that "Project
Agreement", dated as of the Effective Date (the "Project A�reemenY'); and
WHEREAS, in order to satisfy the requirements of Section 3981.0109(a)(2) of the District
Act, the City and the District desire to enter into this Agreement; and
WHEREAS, the Parties acknowledge and agree that the District Act authorizes the
limitation by this Agreement of the improvement projects that may be financed by the District;
and the terms and conditions of the iinancing of such improvements projects; and
WHEREAS, the Parties further acknowledge and agree that this Agreement shall provide
for the terms and conditions for the operation of the District to the extent authorized by the District
Act; and
WHEREAS, this Agreement is authorized pursuant to the laws of the State of Texas
including, without limitation, Chapter 791, Government Code, Section 552.014, Local
Government Code, and the District Act.
NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual promises,
covenants, benefits and obligations hereinafter set forth, the City and District agree as follows.
ARTICLE II.
DEFINITIONS:
"A�reement" means this Operating Agreement between the City and the District, negotiated and
executed in satisfaction of the requirement of Section 3981.0109(a)(2) of the District Act.
"Assessments" means special assessments authorized by the District Act imposed and collected
by the Board against benefited property within the District to pay costs of maintaining landscaping
in road right-of-way and Park Improvements in the District Area and for no other purpose.
"Benchmark Tax Rate" means a proposed total annual aggregate District ad valorem tax rate of
$0.49 per $100 of assessed value of taxable property in the District Area, to consist of (a} the tax
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rates necessary to meet the annual debt service requirements of the proposed and all previously
issued and outstanding Bonds, and (b) the projected M&O Tax Rate. The calculation of such rate
shall be performed prior to each issuance of Bonds until the District has issued all Bonds up to the
maximum amount permitted by the terms of this Agreement to fund the costs of the Improvement
Projects necessary for full development of the District Area. The calculation of such rate shall
also include any projected rate of Assessment (with such Assessment expressed in terms of an ad
valorem tax rate). The calculation of such rate shall not include any current or projected Contract
Tax Rate.
"Board" means the Board of Directors of the District.
"Bond Documents" means, for each series of Bonds, (i) the order or resolution of the District
authorizing the Bonds, (ii) any preliminary official statement prepared in connection with the
Bonds, (iii) any trust indenture entered into in in connection with the Bonds, and (iv) certifications
from each Developer in the District, and from the District as required by Section 5.04(b) of this
Agreement.
"Bonds" means bonds, notes, or other obligations, including contractual obligations secured by or
paid from ad valorem taxes (other than the Contract Tax), authorized by the District Act and issued
or incurred by the District, whether in one or more series or contracts, to pay, or reimburse a
Developer for, the costs of Improvement Projects, including expenses authorized by Section
49.155, Water Code, and secured by ad valorem taxes (other than the Contract Tax), or any other
revenue, other than Assessments, authorized by the District Act and this Agreement.
"Citv" means the City of Denton, a home rule municipality located in Denton County.
"Citv CCNs" means the Water Certificate of Convenience and Necessity No. 10195 and Sewer
Certificate of Convenience and Necessity No. 20072 each issued to the City by the TCEQ.
"Citv Council" means the governing body of the City.
"Consent Resolution" means City of Denton Resolution No. 20-762, dated April 7, 2020, attached
hereto as E�ibit "D".
"Construction Contract" means any contract awarded by or on behalf of the District for the
acquisition, construction or installation of an Improvement Project.
"Contract Tax" has the meaning set forth in Section 4.11(b) of this Agreement.
"Contract Tax Rate" has the meaning set forth in Section 4.11(b) of this Agreement.
"County" means Denton County, Texas.
"Developer" means (i) SLF II COLE PROPERTY, L.P.; (ii) an assignee of SLF II COLE
PROPERTY, L.P. under the Project Agreement; (iii) any person or entity that becomes a party to
the Project Agreement; and (iv) any person or entity that enters into a project agreement with the
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City with regard to property within the District Area.
"Development Off-site" means Improvement Proj ects extended to and/or through the District Area
to facilitate growth within the larger service area, as listed on Exhibit "B" as an "Offsite" project
type and depicted on Exhibit "B-1" hereto.
"Development On-site" means Improvement Projects that are designed and sized to service
multiple development projects/areas in the District Area, as listed on E�ibit "B" as on "Onsite"
project type and depicted on Exhibit "B-1" hereto.
"District" means the Cole Ranch Improvement District No. 1 of Denton County.
"District Act" means Chapter 3981, Subtitle C, Title 4, Special District Local Laws Code, adopted
by the 86th Texas Legislature Regular Session and effective June 14, 2019, as may be amended
from time to time.
"District Area" means the land within the boundaries of the District described on Exhibit "A"
hereto, as may be expanded or reduced from time to time with the consent of the City.
"Improvement Projects" means those certain water, wastewater, drainage, road, and road right-of-
way projects, as described on Exhibit "B" and depicted on Exhibit "B-1" hereto, and those certain
streetscaping, trail right-of-way, and contributions of land and fixnds for municipal facilities as
described on E�ibit "B" hereto.
"M&O Tax" has the meaning set forth in Section 3.07 of this Agreement.
"M&O Tax Rate" means the annual rate of the M&O Tax authorized by the District Act imposed
and collected by the Board on taxable property in the District, the primary purpose of which is to
maintain and operate the District.
"Maximum Bond Amount" has the meaning set forth in Section 5.01(c) of this Agreement.
"Maximum Reimbursement Amount" has the meaning set forth in Section 5.01(a) of this
Agreement.
"Park Improvements" means thc�se improvement projects consisting of parks, recreational
facilities, landscaping, and land, described on Exhibit "C" and depicted on Exhibit "C-1" hereto.
"Project Agreement" means that Project Agreement, approved by Ordinance No. 20-760, dated
April 7, 2020, between the City and Developer, regarding the property within the District Area,
and any other project agreement between the City and a Developer regarding property within the
District Area.
"Public Improvement Cost Summary" means the preliminary plan for the fmancing of the
Improvement Projects with a listing of the Improvement Projects to be funded by the Bonds and
costs of issuance of the Bonds attached hereto as Exhibit "H-1".
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"TCE " means Texas Commission on Environmental Quality.
"Term" means the term of this Agreement, beginning on the Effective Date and ending upon the
termination of this Agreement pursuant to Section 7.21 herein.
ARTICLE III.
OPERATION OF DISTRICT:
3.01 Consent Resolution. The District acknowledges, accepts, and agrees to the Consent
Resolution.
3.02 Operation of District.
(a) The District shall operate at all times in accordance with the requirements of the
Consent Resolution, this Agreement, the District Act, applicable City ordinances and regulations,
and applicable provisions of the general laws relating to municipal management districts, including
Chapter 375, Local Government Code.
(b) The District shall at all times comply with the requirements of Section 49.062,
Texas Water Code, in the establishment of offices and meeting places for conducting the business
of the District and maintaining its records. The Board shall designate Denton City Hall or other
public place authorized by the City as its initial meeting place. The District shall continue to meet
at such initial meeting place until the date the District receives (i) written notice from the City that
the District contains 100 residents (such notice to include the names and addresses of such
residents); or (ii) after at least 50 qualified electors are residing in the District, written request of
at least 5 qualified District electors that the District Board of Directors hold meetings within the
District, whichever is earlier to occur. Upon receipt of such notice or request and verification of
the information contained therein, the District shall designate a meeting place and hold meetings
within the District. ff no suitable meeting place exists inside the District, the District Board of
Directors may designate a meeting place outside the District that is located not further than 10
miles from the boundary of the District.
(c) The District shall at all times comply with the requ�rements of Section 49.199,
Texas Water Code, in the adoption of policies and audits for the District. In adopting its code of
ethics for District directors, ofiicers, employees, and persons engaged in handling investments for
the District, the District shall incorporate provisions of City Ordinance No. 18-757, as amended,
to the extent practicable and not in conflict with laws and TCEQ rules applicable to the District.
(d) The members of the District Board of Directors shall at all times comply with the
requirements of Section 49.052, Texas Water Code, pertaining to the disqualification of directors.
For purposes of Section 49.052(�, Texas Water Code, the Parties acknowledge and agree that the
District's principal function is providing water, sewer, drainage, reclamation, or flood control
services to residential retail or commercial customers by the acquisition, construction,
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improvement, fmancing and maintenance of the Improvement Projects and conveyance of such
improvements to the City pursuant to this Agreement.
(e) The District agrees to establish and maintain an Internet website within 90 days
from the Effective Date. Upon the District containing 100 residents, the District Board of Directors
shall begin to (i) broadcast its open meetings over the internet, (ii) provide access to the broadcast
from its website, (iii) make video and audio recordings of its meetings, and (iv) make available on
its website for a reasonable period the archived recordings of its meetings. The obligations of the
District set forth in this subsection are subject to the provisions of Section 7.02 below.
3.03 Retail Water/Sewer/Solid Waste/Other Services.
The City will provide, and bill and collect for, all water, sewer, recycling and garbage
service provided to the District Area. The City will provide, and bill and collect for, all electric
service to the District Area where the Denton Municipal Electric has single, dual, or triple certified
electric service territory rights. The rates for such services to be charged to the residents and users
within the District Area shall be the same as charged to residents and users located in other areas
of the City. The City will retain all revenue from providing such services. The District will honor
and not contest the City CCNs. The District will not provide or offer to provide water, sewer,
electric, recycling ar garbage service either within or outside of the District Area except as
provided in Sections 3.04 herein. The District will not deny, contest, or otherwise oppose any City
application, registration, or permit for the siting, construction, or operation of a solid waste transfer
station, material recovery facility, or administrative offices of the same (the "Transfer/Recoverv
Facilitv") provided the site containing such facility is not located within the District Area or within
1,000 feet from a MN, MR, R4, R6 or R7 zoned property within the District Area.
3.04 Water Wells. Water wells may be drilled, owned, and operated by the District
within the District Area for the sole purpose of providing irrigation water and maintaining lake
levels. Water wells may not be used to provide potable water.
3.05 Annual Financial Reporting. In addition to the reports required by Section 5.06
below, the District shall (a) send a copy of its order setting its annual ad valorem tax rates to the
City within thirty (30) days from Board adoption of the rates; (b) send a copy of the orders
approving service and assessment plans and setting assessment rates to the City, and each order
adopting updates to the plans, within thiriy (30) days after Board approval; (c) send a copy of its
annual budget and audit to the City within thirty (30) days after Board approval; (d) provide copies
of any material event notices filed under applicable federal securities laws or regulations to the
City within thirty (30) days after filing such notices; and (e) send a copy of an annual report
identifying costs paid for each line item listed in the "Public Improvement Cost Suminary" and
portion of such amounts reimbursed to the Developer to the City within thiriy (30) days after Board
approval.
3.06 District Boundaries and Division.
(a) The District may not annex or exclude property from its boundaries without prior
consent from the City Council, such consent to be evidenced by resolution or ordinance.
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(b) Provided it has not issued Bonds and is not imposing ad valorem taxes, the District
may divide, sequentially from time to time, ultimately resulting in no more than four (4) separate
districts within the original District Area of a minimum of 500 acres each, without further consent
from the City. The initially proposed bottndaries of the resulting districts are generally depicted
on Cole Ranch: Ordinance No. MPC 19-OOOlb, as amended (the "MPC"). However, the District
reserves the right to revise such boundaries prior to each District division proceeding. A new
district created by division of the District may not at time of creation, contain any land outside of
the original boundaries of the District. A new district created by division of the District is subject
to the terms and conditions of the District Act, Consent Resolution, and this Agreement. At its
election, a new district must either enter into a Joinder to this Agreement in the form attached
hereto as Exhibit "E" or a new operating agreement. Any new operating agreement must be
approved by the City Council, such consent to be evidenced by resolution or ordinance. Any
Joinder entered into pursuant to this Agreement shall not require the approval or consent of the
City Staff or City Council but shall include a description of the portion of Improvement Projects
that are projected to be constructed and financed by the new district and the maximum aggregate
amount of bonds the new district may issue and reimburse to the Developer, the Maximum
Reimbursement Amount (as such term is defined herein) applicable to the District being reduced
by such amounts. Each new district entering into a Joinder shall provide a copy of the Joinder to
the City within 30 days from its effective date.
(c) The District may not establish a"defined area" as described in the District Act in
the District, without prior consent of the City Council, such consent to be evidenced by resolution
or ordinance.
3.07 Maintenance and Operation Funding.
(a) If approved by a majority of District voters, the District may impose an operation
and maintenance tax (an "M&O Tax"), the proceeds of which shall be used primarily to maintain
and operate the District. Once the District has established an operation and maintenance reserve
equal to at least �fty percent (50%) of its average annual operating expenditures calculated based
on actual expenditures for the immediately preceding two (Z) years and the then current budget
year, and subject to the provisions of Section 5.08 hereof, the District may use M&O Tax proceeds
to reimburse the cost of Improvement Projects. The M&O Tax will also be used to reimburse the
City for its costs for tasks to be performed pursuant to this Agreement or otherwise incurred in
connection with this Agreement, not otherwise paid by other City fee or charge, including: review
of legal instruments pursuant to Sections 4.05 and 4.07; and review of Bond Documents pursuant
to Section 5.04. The District may hold a separate election for the maintenance and operation of
Improvement Projects authorized by Section 59, Article XVI, Texas Constitution and
Improvement Projects authorized by Section 52, Article III, Texas Constitution; provided,
however, the total M&O Tax for both categories of improvements shall be subject to the
Benchmark Tax Rate limitation, and both are subject to the provisions of Section 5.08 hereof.
(b) If approved by the owners of a majority of the real property that would be subject
to the Assessment, in order to fulfill its maintenance obligations set out in Section 4.09(b) hereof,
the District may impose an Assessment to fund only the operation and maintenance of the
:
landscaping within road right-of-way and Park Improvements. Any Assessment imposed by the
District shall be included in the calculation of the Benchmark Tax Rate limitation.
(c) The provisions of this Section 3.07 are not intended to limit the sources of funding
the District's obligations under Sections 4.09(b) or 5.02 hereof. Such obligations may be funded
by any monies legally available to the District.
ARTICLE IV.
DESCRIPTION/CONSTRUCTION OF IMPROVEMENT PROJECTS:
4.01 Description of Improvement Projects. Unless otherwise authorized by the City
Council, the District may acquire, construct, fund or reimburse only the Improvement Projects.
4.02 Plans and Specifications. Prior to commencement of construction, the District
must obtain City staff approval of the plans and specifications for all Improvement Projects and
Park Improvements to be conveyed or dedicated to the City hereunder by the District.
4.03 Construction of Improvements. The Developer is responsible for any costs to
construct the Improvement Projects and Developer's reimbursement for Improvement Projects by
the District is subject to the terms of this Agreement. The City has no obligation under this
Agreement to construct or contribute financially to the Improvement Projects or other public
infrastructure located within the District Area; and except as otherwise may be described in
sections 4.08 and 4.11 hereof, the City has no obligation under this Agreement to construct or
contribute fmancially to other public infrastructure outside the District Area required to serve
development of the District Area. All Improvement Projects shall be designed, acquired,
constructed, installed, and maintained in compliance with the requirements of the Consent
Resolution, this Agreement, the District Act, and applicable provisions of the general laws relating
to municipal management districts, including Chapter 375, Local Government Code. Plan review,
construction, inspection, and approval of all Improvement Projects shall comply with the MPC
and City criteria manual, as amended from time to time, except 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
Deparhnent of Transportation Pavement Manual (referenced therein as Item 344), as amended,
and the Texas Deparhnent of Transportation Special Specification 3074 Superpave Mixtures —
Balanced Mix Design ("Super Asphalt"), as amended.
4.04 Inspection of Improvements. Prior to commencement of engineering or design of
any Improvement Project or Park Improvement the plans and specifications of which are subject
to approval by the City staff pursuant to Section 4.02 above, the District or its engineer will give
written notice to the City, stating the date that the design or engineering is projected to commence.
The City will provide review and inspection services for the design, construction and installation
of all Improvement Proj ects and Park Improvements and the District will pay to the City the review
and inspection fees generally applicable to similar projects within the City.
4.05 Acceptance and Convevance. Except as provided in Section 4.09 and Section 4.10
below, upon inspection and acceptance of a completed portion of an Improvement Project or Park
�
Improvement the plans and specifications of which are subject to approval by the City staff
pursuant to Section 4.02 above, title to the completed improvements shall be dedicated by plat or
special warranty deed or grant of easement, lien free together with an assignment of all applicable
bonds and warranties. Each conveyance required by this Agreement to be by special warranty deed
will be in the form of deed attached hereto as Exhibit "F". 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 hereto as Exhibit "G".
Except as provided in Section 4.09 and Section 4.10 below, after City staff inspection and
acceptance of a completed portion of an Improvement Project or Park Improvement, the City will
then own, operate, and maintain the improvements. However, after City inspection and acceptance
of a completed portion of a street or road within the District and Park Improvements, the District
will maintain landscaping within the road right-of-way and Park Improvements, including open
space, in accordance with Section 4.09.
4.06 Construction Contract Documents/Public Biddin�. The form of Construction
Contracts, process for public bidding, and provision of payment and performance bonds, and
maintenance bonds for the construction of Improvement Projects shall comply with the applicable
provisions of Chapter 49, Water Code. Upon the completion of work under each Construction
Contract, the District shall deliver to the City a statement of the total costs incurred under each
contract. Construction Contracts shall require the District to maintain complete books and records
with respect to all costs paid or incurred for a period of at least three years after completion.
4.07 Easements/Ri�hts of Way.
(a) Upon completion of an Improvement Project within the District Area, the District
will dedicate or convey (or cause to be dedicated or conveyed) easements and other rights-of-way
(both permanent and temporary) required by law, ordinance, rule, regulations and provisions of
E�ibit B hereto for such improvements to the City, at no cost to the City, by plat or grant of
easement in the form required by Section 4.05 above.
(b) If the District cannot obtain easements, rights-of-way and other interests in land
located outside of the District Area and required for the acquisition and construction of any
Improvement Project, after making an offer in writing, based on the fair market value of the
property interest to the property owner from whom the property interest is being acquired, the City
agrees to consider acquiring all easements, rights-of-way and other interests in land required for
the acquisition and construction of any Improvement Project located outside of the District Area.
The District must provide the City with a survey and metes and bounds description of the property
to be acquired and pay the City for all costs of obtaining the easements, rights-of-way or other
interests in land. The District must reimburse the City in full for any costs incurred to acquire the
property interest, including, but not limited to, City staff time, appraisals, title surveys, acquisition
costs, relocation costs, and City resources.
(c) With respect to trails located outside of road right-of-way within the District Area,
the District will dedicate or convey (or cause to be dedicated or conveyed) easements as follows:
(i) for a 10 foot trail, an easement of 30 feet in width; and (ii) for a 6 foot trail, an easement of 26
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feet in width. Easements required for such trails shall be provided, at no cost to the City, by plat
or grant of easement in the fortn required by Section 4.05 above.
4.08 Oversizin� Requested b�y. Upon receipt of written notice issued by the
District pursuant to Section 4.04 above, the City may request the District to oversize an
Improvement Project. In such event, within 90 days from receipt of notice issued by the District
the City shall notify the District of its ele�tion in writing, including the extent and description of
oversizing requested and a plan for City participation in financing the engineering, design,
inspection, testing, and construction costs necessary to accomplish such oversizing (the
"Oversizin Costs"). To the extent permitted by law and the rules of the TCEQ, and upon mutually
agreed upon terms, the District may participate in financing the Oversizing Costs of an
Improvement Project. Before initiation of construction of any oversized improvements the District
or the Developer, if appropriate, 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 the
Developer, the District will be provided a copy of such agreement. In no event shall the Developer
be reimbursed by the District for Oversizing Costs if such oversizing agreement provides for
Developer impact fee credits or reimbursement from the City for such Oversizing Costs.
4.09 Park Improvements Dedication. Construction, Operation, and Maintenance.
(a) The Park Improvements will be conveyed or dedicated to the City, at no cost or
expense to the City, and will be available for use by the general public. The District will cooperate
with the Developer to provide for phased dedication of the park land in the manner, at the times,
and subject to the restrictions provided in Section 3.1 of the Project Agreement. Upon inspection
and acceptance of a completed portion of Park Improvements the plans and specifications of which
are subject to approval by the City staff, title to the completed Park Improvements shall be
dedicated to the City by special warranty deed substantially in the form attached hereto as E�ibit
"F", lien free together with an assignment of all applicable bonds and warranties, except the
"Pocket Parks", "Dog Park", "Trails" outside rights-of-way, and "Regional ESA Upland", as
depicted on Exhibit "C-1" hereto, and the "lakes" as described in Section 4.10 of this Agreement,
shall be conveyed by a grant of easement in the form required by Section 4.05 above.
(b) Upon conveyance to the City of fee simple title to the streets and roads within the
District and Park Improvements, the District shall assume all responsibility for maintenance of the
landscaping within the road right-of-way and Park Improvements, including, but not limited to,
the responsibility to maintain all land and amenities located within the area of the road right-of-
way and the Parks Improvements. Such maintenance responsibility shall include maintaining
adequate drainage for such areas, as well as maintenance of all other open space in the District
Area. However, the District shall not be responsible for maintenance of manmade drainage
structures built or constructed within road right-of-way or within public easements. The District
shall use its best efforts to maintain such Park Improvements and landscaping within the road right-
of-way at a level equal to or better than provided by the City to similar improvements in other
parts of the City. The District is hereby granted a revocable license to the Park Improvements in
order to maintain the Park Improvements in accordance with this Agreement. The District may
utilize the assistance of property owners' associations within the District Area to perform such
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maintenance; provided, it shall remain primarily responsible for the maintenance obligations set
forth in this Section 4.09(b).
(c) The District shall use its best efforts to prevent damage to Park Improvements by
its contractors and prevent dumping. All construction within the Park Improvements shall utilize
reasonable efforts to minimize the impact to flora and fauna within the park. Park Improvements
disturbed during District construction activities shall be restored to their pre-construction condition
as reasonably determined by the City's Director of Parks and Recreation.
(d) Notwithstanding the provisions of Section 4.05 and subparagraph (b) above, the
District shall have no obligations with respect to the operation and maintenance of facilities
constructed by the City on "City Park" depicted on Exhibit "C-1" hereto (the "City Park"). Such
obligations shall be the sole responsibility of the City.
4.10 Lakes, Dams, and Spillways. Currently, there are three (3) lakes within the District
Area and located within easements granted to the Denton County Soil and Water Conservation
District No. 547 (the "SWCD") for drainage and flood control purposes. The SWCD has
constructed and maintains dams, spillways, and overflow pipes and valves at the lakes (the
"SWCD Improvements"). Such lakes and SWCD Improvements constitute a portion of the
drainage and flood control system serving the District Area. The District agrees to prepare an
assessment of the condition of the SWCD Improvements, and proposed plan of improvement,
maintenance and repair for such facilities. Such report shall be presented to City staff for review
and comment. The District will incorporate the City's comments into a final improvement and
maintenance plan for submission to the SWCD. The District shall endeavor to formalize
arrangements with the SWCD to complete the proposed improvement, maintenance and repair of
the lakes and SWCD Improvements and assume operation and maintenance responsibility for such
improvements. The District shall design, construct, inspect and accept the improvement,
maintenance and repair of a lake and SWCD Improvements and the City has no obligation to
accept ownership, maintain, operate or repair any lake ar SWCD Improvements. However, the
City shall have the option in its sole discretion and at no cost to City to require the District to
acquire and convey fee simple title to all or a portion of the land under and surrounding the lakes
and SWCD Improvements to the City. In addition, the City shall have the option in its sole
discretion and at no cost to City to require the District to transfer, or cause another party to transfer,
the lakes and SWCD Improvements to the City if the District owns or has the ability to transfer
ownership of the lakes and SWCD Improvements.
4.11 City Offsites.
(a) In order to provide for the orderly development of the District Area and certain
contiguous areas within the City, construction of certain offsite water, sanitary sewer, and road
infrastructure will be required from time to time. Each project comprising this infrastructure along
with its general description; estimated cost; and estimated percentage of such cost allocated to the
District Area is listed in E�ibit "K" and depicted on Exhibit "K-1" attached hereto. Each project
listed on Exhibit "K" and depicted on E�iibit "K-1" is hereinafter referred to as a"City Offsite",
and all such projects are hereinafter referred to collectively as "City Offsites".
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The City intends to fund construction of the City Offsites, primarily, by the issuance of
multiple series of bonds, notes or other obligations (the "Ci . Bonds"). City Bonds issued for a
City Offsite consisting of water infrastructure are payable from or otherwise secured by, in part,
such City Offsite's share of applicable water impact fees and other revenues collected by the City
from users within the service area of such City Offsite. Similarly, City Bonds issued for a City
Offsite consisting of sanitary sewer infrastructure or road infrastructure are payable from or
otherwise secured by, in part, such City Offsite's share of applicable sewer or road impact fees
and other revenues, respectively, collected by the City from users within the service areas of such
City Offsite. The portions of impact fees collected by the City from users within the District Area
that are allocated to City Offsites are hereinafter referred to as "District Area Revenue". As an
alternative to the issuance of City Bonds, the City, at its discretion, may fund construction of a
City Offsite by the direct use of impact fees and other revenues collected by the City from users
within the service area of such City Offsite, including the District Area Revenue and District Tax
Revenue (hereinafter defined).
In addition to District Area Revenue collected by the City, the District agrees to provide
funding for the District Cost (hereinafter defined) of the City Offsites constructed to serve the
District Area. However, in no event shall the District Area Revenue and District Tax Revenue in
the aggregate exceed the District Cost (hereinafter defined) of the City Offsites.
(b) The District hereby requests that the City prepare an update of its existing impact
fee capital improvement plan (the "Impact Fee Study") in conformance with Texas Local
Government Code, Chapter 395, to include all City Offsites. After City approval of (i) the
foregoing Impact Fee Study that includes all City Offsites, and (ii) the initial final plat of property
within the District Area, the City, District, and Developer, will begin to meet regularly to review
the status of development of the District Area and the timing of the need for the City Offsites.
Further, after the foregoing City approvals, the District will initiate the annual assessment and
collection of a contract tax (the "Contract Tax") at a rate (the "Contract Tax Rate") not to exceed
$0.06 per $100 assessed valuation, for the purposes described in this Section 4.11. By May 1 of
each year the District agrees to deposit the Contract Tax proceeds (the "District Tax Revenue")
collected from the prior year levy in a separate segregated City account (the "District Tax
Account"). The District Tax Account shall be maintained by the City for the bene�t of the District
for the sole purpose of payment of the District Cost of City Offsites. The City shall manage the
funds on deposit in the District Tax Account in accordance with the same policies and procedures
employed by the City with respect to the collateralization, investment, and management of other
City funds.
If City Offsites are included in the Impact Fee Study, such study will include a capacity
analysis to confirm what portion of each City Offsite will serve the District Area and what portion
will serve other areas of the City. Once the capacity analysis is completed, an estimated cost will
be assigned to the portions of the City Offsites serving the District Area (the "District Cost").
Further, once the cost analysis is completed, a financial analysis will be completed to estimate the
amount of funds necessary to pay the District Costs. The financial analysis will identify ongoing
funding requirements for City Offsites and available funding proj ected in the District Tax Account.
Funds on deposit in the District Tax Account and projected District Tax Revenue shall be applied
to the payment of District Costs. Expenditures of District Tax Revenue for District Cost will be
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accounted for as a revenue credit in the Impact Fee Study and each future update of the Impact
Fee Study in conformance with Texas Local Government Code, Chapter 395, and reduce the
impact fees established for the District Area accordingly.
(c) Pursuant to Texas Local Government Code, Chapter 395, the City must update the
Impact Fee Study at least every five (5) years and may, at the City's option, update it more often
(in either case a"Re�ular Stud�pdate"). The District or Developer may request that the City
update the Impact Fee Study (an "Interim Study Update") once every three (3) years pursuant to
this Agreement as long as the City has not prepared a Regular Study Update or Interim Study
Update within the last preceding three (3) yearse An Interim Study Update will include an update
of the status of construction of the City Offsites and District Tax Account. An Interim Study
Update will also include an analysis of the District Area Revenue generated by users within the
service area for each City Offsite; disbursement from the District Tax Account for each City
Offsite; and balance of District Cost remaining due for each City Offsite. All costs to prepare a
Regular Study Update shall be paid by the City; and all costs to prepare an Interim Study Update
shall be paid by the District or Developer.
(d) The District agrees to assess and collect each year a Contract Tax at a rate of $0.06
per $100 valuation until such time as the District Cost has been fully paid as evidenced by
certification from the City. The District shall never be required to assess and collect a Contract
Tax at a rate greater than $0.06 per $100 valuation. Except as provided in subparagraph (e) below,
the District's sole source of payment of District Cost is limited to District Tax Revenue; and the
City shall never have the right to look to other available funds of the District to fund the District
Cost of City Offsites.
(e) Notwithstanding the provisions of subparagraph (d) above, if the District fails ar
refuses to obtain voter approval of this Agreement and the Contract Tax in support thereof, in order
to provide funding to the City for payment of the District Cost, the District agrees to (i) levy, assess
and collect each year an M&O Tax Rate sufficient to generate an amount equal to the amount that
would have otherwise been generated by the annual assessment and collection of the Contract Tax
pursuant to subparagraph (d) above or (ii) cause the Developer to pay such annual amounts to the
City.
(f� When the cost of the City Offsites has been fully paid, a financial analysis shall be
performed to ensure that the District has not paid more than the District Cost, taking into
consideration City receipt of applicable District Area Revenues. If as a result of such analysis, the
District is determined to have overpaid the District Cost, such excess shall be returned to the
District. Such funds shall be available for use by the District for any lawful District purpose,
including reimbursement of the cost of Improvement Projects. Should the District reimburse the
Developer with these funds, such reimbursement is subject to the provisions of Section 5.08
hereof; and credited towards payment of the Maximum Reimbursement Amount.
(g) The Contract Tax is not subject to or included in the calculation of the Benchmark
Tax Rate limitation.
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ARTICLE V.
FINANCING IMPROVEMENT PROJECTS:
5.01 General Bond Authority.
(a) The District may issue Bonds far the actual costs and expenses of designing,
acquiring, constructing, installing and funding the Improvement Projects, and expenses authorized
by Section 49.155, Water Code, and for no other purpose. However, costs authorized pursuant to
Section 49.155(a)(12), Water Code, shall be limited to an amount not to exceed $4,000,000. The
Public Improvement Cost Summary is attached hereto as Exhibit "H-1" with a preliminary plan
for the fmancing of the Improvement Projects and a listing of the Improvement Projects to be
funded by the Bonds and costs of issuance of the Bonds. In addition, attached hereto as E�ibit
"H-2" is a preliminary schedule for the issuance of the Bonds, at times and in amounts, to fund the
costs of the Improvement Projects (the "Plan of Finance:"). The City acknowledges and agrees
that the information provided in Exhibit "H-2" is preliminary in nature and based upon estimates,
assumptions, projections, and matters of opinion, and is not intended as a statement of fact. No
represei�tation is made as to the likelihood that the growth of taxable assessed valuation or issuance
of Sonds at the times and in the amounts shown in Exhibit "H-2" will be realized in the manner as
currently presented, and such information is subject to change. However, in no event shall the
District reimburse the Developer in an amount greater than $350,000,000 (the "Maximum
Reimbursement AmounY'), which amount includes developer interest expense, without prior
consent of the City Council.
(b) The District may issue Bonds payable wholly or partly from ad valorem taxes (other
than the Contract Tax), revenue (other than Assessments), contract payments, grants or other
District money, or any combination of those sources of money.
(c) The District may not issue more than $395,000,000 aggregate principal amount of
Bonds, excluding the principal amount of any Bonds issued to refund outstanding Bonds (the
"Maximum Bond Amount").
(d) The principal amount of Bonds issued by the District in aggregate may not exceed
ten percent (10%) of the assessed value of all real property in the District. The Maximum Bond
Amount may be issued over time in multiple series; provided in no event is the District authorized
to issued more than $50,000,000 principal amount of Bonds in the aggregate until such time as the
estimated taxable assessed value of the District Area, as certified by the Denton Central Appraisal
District ("DCAD"), exceeds $500,000,000. Upon receipt of such certification, the District is
authorized to issue not more than $100,000,000 principal amount of Bonds in the aggregate until
such time as the estimated taxable assessed value of the District Area as certified by DCAD
exceeds $1,000,000,000. Thereafter, and in the same manner, the authorization of the District to
issue Bonds up to the Maximum Bond Amount will be increased in additional increments of
$50,000,000, upon receipt of certification by DCAD for each additional increment that the
estimated taxable assessed value of the District Area has increased by an additional $500,000,000
to support such increment. The District shall provide copies of each DCAD certified estimate of
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taxable assessed value of the District Area in accordance with the provisions of Sections 3.05 and
5.06 of this Agreement.
SA2 Terms and Conditions.
(a) The Parties acknowledge and agree that the Developer intends to advance funds to
or on behalf of the District for the acquisition and construction of the Improvement Projects and
District creation and administration expenses pursuant to a reimbursement agreement with the
District (the "Developer Reimbursement Apreement"). The Developer Reimbursement
Agreement authorized by this Agreement shall be in substantially the form as attached hereto as
Exhibit "I". The District will not amend the Developer Reimbursement Agreement to expand its
obligations beyond those expressly provided thereunder nor enter into any additional
reimbursement agreement with the Developer without the prior written consent of the City
Council.
(b) The District must obtain approval of the TCEQ for the issuance of Bonds for
water, sanitary sewer or drainage facilities. Throughout the Term of this Agreement, the issuance
of any Bonds, including Bonds issued for street and road facilities, shall be subject to, and the
District shall comply with, the feasibility requirements of the TCEQ and Office of the Texas
Attorney General in effect as of the Effective Date regardless of whether the TCEQ is required to
approve the issuance of the Bonds, and regardless of whether the feasibility requirements of the
TCEQ and/or Office of the Texas Attorney General at the time of the issuance of the Bonds are
less restrictive than the feasibility requirements as of the Effective Date.
(c) The District will reimburse Developer for the reimbursable portion of the costs of
acquiring and constructing Improvement Projects, including "developer interest", to the maximum
extent permitted by the rules of TCEQ, Office of the Texas Attorney General, this Agreement and
the Consent Resolution, but not to exceed the Maximum Reimbursement Amount.
(d) The tax rate required for amortization of each proposed issuance of Bonds shall be
subject to the Benchmark Tax Rate limitation. The District shall provide the City a report
evidencing the District's determination of compliance with the Benchmark Tax Rate limitation
prior to any Bond issuance.
(e) The District may not issue Bonds secured or payable in whole or in part by ad
valorem taxes unless approved by District voters at one or more elections held for such purpose in
accordance with the District Act and other applicable law.
( fl The District shall submit to the City staff a copy of each application to the TCEQ
for the issuance of Bonds concurrently with the filing with the TCEQ. At least 90 days before the
proposed issuance of Bonds for streets or roads and improvements in aid thereof, the District shall
submit to the City staff a list of street or road improvements to be financed, and amortization and
cash flow schedules for such proposed Bonds, and evidence of compliance with the feasibility
requirements of the TCEQ and the Office of the Texas Attorney General as described in Section
5.02(b) hereof.
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(g) The amortization of each series of Bonds proposed for issuance may assume no
more than two (2) years of growth of the estimated taxable assessed value of the District Area as
of the proposed date such series of Bonds is proposed to be issued. Such estimate of District taxable
assessed value shall be provided by the DCAD. Further, the assumptions of growth for a series of
Bonds must be supported by a market study in the form required by the rules of the TCEQ,
regardless of whether the issuance of such Bonds is required to be approved by the TCEQ.
(h) No Bonds may be issued by the District unless at least 25% of the projected value
of houses, buildings and/or other improvements shown in the projected tax rate calculations for
the issuance of the Bonds are completed prior to the issuance of the Bonds.
(i) All water, wastewater, sewer, drainage, street and road facilities to be fmanced with
the proceeds of a proposed issuance of Bonds, or necessary to serve the projected build-out used
to support the feasibility of the subject Bond issue, shall be at least 95% complete as certified by
the District's engineer prior to the issuance of such Bonds.
(j) No Bonds may be issued by the District if any outstanding Bonds are in default or
if any Bond debt service reserve funds have been drawn upon that have not been replenished in
accordance with applicable bond order, resolution or indenture requirements.
5.03 No Pled�e of Assessments.
The District agrees not to pledge Assessments as security for the payment of principal of
or interest on any Bonds. Assessments levied and collected by the District shall be used
exclusively to fund the operation and maintenance of landscaping within road right-of-way and
public parks, landscaping, trails, and related recreational facilities comprising Park Improvements,
5.04 Citv Review.
(a) Each proposed issuance of Bonds must meet the applicable conditions contained in
the District Act, Consent Resolution, and this Agreement.
(b) At least 45 days before the sale of Bonds or 45 days before entering into a bond
purchase agreement for the sale of the Bonds, the District shall submit a copy of the Bond
Documents to the City which includes (i) certifications from each Developer in the District that
the Developer is in compliance with the Developer's Project Agreement with the City; and (ii)
certification that the District is in compliance with the District Act, the Consent Resolution and
this Agreement, and that no outstanding Bonds are in default and no reserve funds have been drawn
upon that have not been replenished as provided above, in the form as attached hereto as E�iibit
"J". The District shall concurrently therewith provide the Benchmark Tax Rate limitation report
required under Section 5.02(d) hereof.
(c) The City staff must complete its review of the Bond Documents not later than the
30�' day after the date the City receives such documents. The City may object to the issuance of
Bonds if the City staff determines that: (i) the District is not in compliance with the terms and
conditions of the District Act or Consent Resolution; (ii) the District is not in compliance with this
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Agreement; or (iii) a Developer of property in the District is not in compliance with the terms and
conditions of a Project Agreement that applies to the Developer.
5.05 City Consent. In the event that the City does not provide written notice of its
objection to the District's proposed issuance of Bonds in accordance with Section 5.04(c) above
within 35 days from the date it receives the Bond Doctunents (the "Objection Period"), no consent
or approval of the City shall be required for the sale of such Bonds. In the event the City staff
provides written notice (the "Initial Notice of Noncompliance") of its obj ection in accordance with
Section 5.04(c) above within the Objection Period, such notice shall set forth in reasonable detail
the basis for the City's objection and the District shall be given a reasonable time to cure based on
the nature of the alleged noncompliance, but in no event less than 30 days (the "Cure Period"). In
the event that the City staff determines the basis for its objection has not been cured within the
Cure Period, it shall provide written notice (the "Final Notice of Noncompliance") of such
determination to the District. Subsequent to its receipt of the Final Notice of Noncompliance, the
District must obtain the consent of the City Council to the issuance of such Bonds. City Council
consent of the issuance of a series of Bonds, when required, shall not be unreasonably withheld.
For the avoidance of doubt, the City Council's refusal to consent due to the existence of an event
described in Section 5.04(c)(i), (ii) or (iii) hereof shall not be considered to be an unreasonable
withholding of its consent.
5.06 Final Bond Documents and Reports. Subsequent to the sale of each series Bonds,
the District shall provide the City with a copy of the following: (a) final Bond Documents; (b)
final Official Statement or other offering document; and (c) agreed-upon procedures report
regarding the distribution of Bond proceeds to each applicable developer.
5.07 Creation of Funds.
(a) The District shall create the following funds:
(i) General Fund;
(ii) Assessment Fund;
(iii) Contract Fund;
(iv) Far each series of Bonds, a Capital Projects Fund; and
(v) For each series of Bonds, a Debt Service Fund.
(b) Each District fund shall be kept separate and apart from all other funds of the
District and shall be used solely as provided in this Agreement.
(c) General Fund — The District shall deposit all M&O Tax proceeds to the credit of
the General Fund; and such fund shall be applied only for the purposes set forth in
Sections 3.07 and 4.09(b) herein.
:
(d) Assessment Fund — The District shall deposit all Assessment proceeds to the credit
of the Assessment Fund, and such fund shall be applied only for the purposes set
forth in Sections 3.07(b), 4.09(b), and 5.03 herein.
(e) Contract Fund — The District shall deposit all Contract Tax proceeds to the credit
of the Contract Fund; and such fund shall be applied only for the purposes set forth
in Section 4.11 herein.
(� Capital Projects Fund — The District shall deposit from the sale of each series of
Bonds to the credit of the Capital Projects Fund the balance of the proceeds of the
Bonds remaining after any required deposits into the Debt Service Fund. Such
funds shall be applied solely to pay (i) the costs necessary to accomplish the
purposes for which the Bonds are issued, and (ii) the costs of issuing the Bonds.
(g) Debt Service Fund - The District shall deposit proceeds from the sale of each series
of Bonds to the credit of the Debt Service Fund consisting of accrued interest on
the Bonds, if any, and capitalized interest on the Bonds, if any, and the proceeds of
the collection of the ad valorem taxes collected for the Bonds, less costs for
collection, as collected.
5.08 Use of Other Funds. In addition to proceeds of District Bonds, the District may use
other legally available sources of District funds, including M&O Tax proceeds and Contract Tax
proceeds overpaid and returned to the District in accordance with Section 4.11 of this Agreement
(the "Available Funds"), to reimburse the cost of Improvement Projects subject to compliance with
the following requirements and procedures:
(a) The District shall provide written notice to the City Staff of its intent to reimburse
the Developer, which notice shall include an update to the most current annual report required by
Section 3.05(e) hereof reflecting costs to be paid and amounts to be reimbursed to the Developer
with Available Funds;
(b) The District shall certify with appropriate supporting documentation, that the
amount of Available Funds proposed to reimburse the cost of Improvement Projects along with
the amount of all previous amounts of Avail able Funds reimbursed to the Developer, when added
to the principal amount of District Bonds then outstanding, does not exceed ten percent (10%) of
the assessed value of all real property in the District;
(c) The use of Available Funds to reimburse the cost of Improvement Projects shall be
subject to the applicable rules of the TCEQ and the conditions in Section 5.02(b), (d), (h) and (i);
and
(d) The use of Available Funds shall be credited against and reduce the Maximum
Reimbursement Amount.
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ARTICLE VI.
DISSOLUTION OF DISTRICT:
6.01 Dissolution by CitX.
(a) The City hereby acknowledges and agrees that: (i) the District's purpose and
function includes the acquisition, construction, and financing of all Development On-Site and
Development Off-Site necessary for the full development of the District Area; (ii) the District
currently has no funds legally available for such purpose and function; (iii) the District will enter
into obligations to secure funds and perform such purpose and function in the form of the
Developer Reimbursement Agreement with Developer; and (iv) the District intends to meet its
obligations and perform its function so as to reimburse Developer to the maximum extent
permitted hereunder for all monies advanced or to be advanced on behalf of the District pursuant
to a Developer Reimbursement Agreement and complete the acquisition and construction of
Development On-Site and Development Off-Site necessary for full development of the District
Area.
(b) If the City dissolves the District prior to the District's completion of performance
of its function and purpose of the acquisition and construction of all Development On-Site and
Development Off-Site necessary for full development of the District Area; and reimbursement of
Developer for monies advanced to or on behalf of the District for such purposes to the maximum
extent permitted hereunder and required under a Developer Reimbursement Agreement, on the
effective date of District dissolution the City shall (i) pay in cash to Developer who has advanced
monies to or on behalf of the District pursuant to a Developer Reimbursement Agreement, to the
maximum extent permitted hereunder and required under the Developer Reimbursement
Agreement, an amount equal to actual costs incurred by Developer in connection with the
Development On-Site and Development Off-Site that has not been reimbursed as of the date of
dissolution as required under the terms of the Developer Reimbursement Agreement; and (ii) be
deemed to have assumed all of the District's ongoing contractual obligations, including, but not
limited to, the District's obligations to reimburse Developer to the maximum extent permitted
hereunder for future expenditures to be made subsequent to the date of dissolution for
Development On-Site and Development Off-Site in accordance with any then existing Developer
Reimbursement Agreement, with the source of funds for the City's payment being proceeds of
bonds, notes or other obligations the City determines to issue for such purpose or other legally
available funds in the sole discretion of the City. All obligations assumed by the City, including
obligations to issue bonds, notes or other obligations for the payment to Developer, shall be subject
to all conditions, restrictions or other limitations applicable to the District under this Agreement
and the Consent Resolution, including for the issuance of Bonds. This obligation is conditional
upon the acquisition and construction of such Improvement Projects by the Developer, in lieu of
the District, in the manner required by the Developer Reimbursement Agreement; and Developer's
compliance with its Project Agreement. This Section 6.01(b) survives the termination or
expiration of this Agreement; however, it is not intended to create any restriction of the City's
police powers.
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(c) Notwithstanding anything to the contrary in Section 6.01(b) hereof or otherwise,
in the event that the District has issued the maximum aggregate principal amount of Bonds as
described in Section 5.01(c) hereof, the City may at any time after 30 days from completion of
such issuance of Bonds dissolve the District after giving notice as provided in subparagraph (d)
below, pursuant to Section 375.263 of Chapter 375, Texas Local Government Code, or any
successor statute thereto.
(d) Should the City determine to proceed with dissolving the District under
subparagraph (b) or (c) above, the City shall give the District and Developer nine (9) months
advance written notice of its intent prior to initiation of formal dissolution proceedings.
6.02 Dissolution by District Board. The District shall provide notice to the City of the
District's receipt of any petition from an owner or owners of property within the District Area
requesting dissolution of the District. The District may not be dissolved by action of the District's
Board under applicable state law unless, the City Council adopts an ordinance consenting to such
dissolution.
ARTICLE VII.
MISCELLANEOUS:
7.01 Notices. Any notice to be given hereunder by a Pariy to any other Party shall be in
writing and may be effected by delivery in person or by facsimile, or by sending said notice by
certified mail, return receipt requested, to the address set forth below. Notice shall be deemed
given by mail when deposited with the United States Postal Service with sufficient postage affixed.
To District: Cole Ranch Improvement District No. 1 of Denton County
Attn: President, Board of Directors
c/o Crawford & Jordan LLP
3100 McKinnon Street, Suite 1100
Dallas, Texas 75201
Email: ccrawford@crawlaw.net
With a copy to the Developer:
Attn: Mr. Ocie Vest
SLF II COLE PROPERTY, L.P.
5949 Sherry Lane, Suite 800
Dallas, Texas 75225
Email: ovest@stratfordland.com
To City: City of Denton
Attn: City Manager
215 E. McKinney St.
Denton, Texas 76201
Email: Todd.Hileman@cityofdenton.com
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Either Party may change its address for notice by giving the other Party written notice of such
change in accordance with the provisions of this paragraph.
7.02 Effect of Force Majeure. In the event a Party is rendered unable by force majeure
to carry out any of its non-monetary obligations under this Agreement, in whole or in part, then
the obligations of that Party, to the extent affected by the force majeure, shall be suspended during
the continuance of the inability, provided however, that due diligence is exercised to resume
performance at the earliest practical time. As soon as reasonably possible after the occurrence of
the force majeure relied upon to suspend performance, the Party whose contractual obligations are
affected thereby shall give notice and full particulars of the force majeure to the other Party. The
cause, as far as possible, shall be remedied with all reasonable diligence. Notwithstanding any
term to the contrary in this section, "force majeure" does not apply to the failure of a Party to
timely make any payments required by the Agreement.
7.03 Third Party Beneficiaries. The Parties intend that the Developer be a third party
beneficiary of this Agreement. This Agreement is solely for the benefit of the Parties hereto and
the Developer, and no other person has any right, interest or claim under this Agreement.
7.04 Intent. The Parties hereto covenant and agree that they shall execute and deliver
such other and further instruments and documents as are, or may become, necessary or convenient
to effectuate and carry out the intent of this Agreement.
7.05 Representations. The signatories hereto represent and affirm that they have
authority to execute this Agreement on behalf of the respective Parties hereto. All matters stated
in the preamble of this Agreement are true and correct and are hereby incorporated into the body
of this Agreement as though set forth in their entirety herein.
7.06 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.
7.07 Entire Agreement. The Agreement, including any exhibits attached hereto and
made a part hereof, constitutes the entire agreement between the Parties relative to the subject
matter of this Agreement. All prior agreements, covenants, representations, or warranties, whether
oral or in writing, between the Parties are merged herein.
7.08 Amendment. No amendment of this Agreement shall be effective unless and until
it is duly approved by each Party and reduced to a writing signed by the authorized representatives
of the District and City, respectively, which amendment shall incorporate this Agreement in every
particular not otherwise changed by the amendment. Notwithstanding the foregoing, City approval
shall not be required for any new district created by division of the District to become a party to
this Agreement with respect to the District Area within such new district by the execution of a
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Joinder in the form attached hereto as Exhibit "E". In arder to facilitate the administration of this
Agreement, the attached Exhibit "L" includes a list of the Improvement Projects, Park
Improvements, City Offsites, and other public and private projects and amenities for which a new
district or new developer may be assigned, and the original District released from, responsibility
for acquisition, construction, financing, and maintenance.
7.09 Governin Law. This Agreement shall be construed under and in accordance with
the laws of the State of Texas and all obligations of the parties are expressly deemed performable
in Denton County, Texas.
7.10 Binding Agreement. The terms and conditions of this Agreement are binding upon
the successors and permitted assigns of the Parties hereto.
7.11 No Waiver Im lp ied. The failure of any Party to insist upon performance of any
provision of this Agreement shall not be construed as a waiver of the future performance of such
provision by the other Party.
7.12 Captions. The captions of each section of this Agreement are inserted solely for
convenience and shall never be given effect in construing the duties, obligations ar liabilities of
the Parties hereto or any provisions hereof, or in ascertaining the intent of either Party, with respect
to the provisions hereof.
7.13 Interpretations. This Agreement and the terms and provisions hereof shall be
liberally construed to effectuate the purposes set forth herein and to sustain the validity of this
Agreement.
7.14 Venue. Any action at law or in equity brought to enforce or interpret any provision
of this Agreement shall be brought in a state court of competent jtaa-isdiction with venue in Denton
County, Texas.
7.15 Context. Whenever the context requires, the gender of all words herein shall
include the masculine, feminine and neuter, and the number of all words shall include singular and
plural.
7.16 Assignment. The rights and obligations of a Party under this Agreement may not
be assigned without the prior written consent of the other Party, which shall not be unreasonably
withheld. This Agreement shall be binding on and shall inure to the benefit of the heirs, successors
and assigns of the Parties. Notwithstanding the foregoing, City approval shall not be required for
any new district created by division of the District to become an assignee of the District hereunder
with respect to the District Area within such new district by the execution of a Joinder in the form
attached hereto as E�cliibit "E". In order to facilitate the administration of this Agreement, the
attached Exhibit "L" includes a list of the Improvement Projects, Park Improvements, City
Offsites, and other public and private projects and amenities for which a new district or new
developer may be assigned, and the original District released from, responsibility for acquisition,
construction, financing and maintenance.
- 23 -
7.17 Default. (a) No Party shall be in default under this Agreement (a "Default") unless
notice of an alleged failure of a Party to perform has been given (which notice shall set forth in
reasonable detail the nature of the alleged failure) and such Party has been given a reasonable time
to cure based on the nature of the alleged failure, but in no event less than 30 days. In addition,
no Default shall occur 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
failure is cured.
(b) From time to time upon written request of the District, the City will execute a
written estoppel certificate identifying in reasonable detail any obligations of the District under
this Agreement that are in Default or, with the giving of notice or passage of time, would be in
Default; and stating, to the extent true, that to the best knowledge and belief of the City, the District
is in compliance with its duties and obligations under this Agreement.
7.18
A. GENERAL REMEDIES. IF A PARTY IS IN DEFAULT, THE AGGRIEVED
PARTY MAY, AT ITS OPTION AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR
REMEDY UNDER THIS AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN
EQUITY, 1NCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE UNIFORM
DECLARATORY JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND
INJUNCTIVE RELIEF. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO
DEFAULT UNDER THIS AGREEMENT SHALL:
entitle the aggrieved Party to terminate this Agreement; or
2. entitle the City to suspend performance under this Agreement to (i) any fully
developed and improved lot within the District Area owned by parties other than the District; or
(ii) any fully developed lot within the District Area owned by parties other than the District; or
(iii) the District if the District is in compliance with Section 7.18(B) below and the default is related
to construction of an Improvement Project, or other public improvement to be dedicated to the
City as described in Article IV of this Agreement, and serving the District Area; or
3. adversely affect or impair the current or future obligations of the City to issue
pernuts, 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 District Area owned by parties other than
the District; or (ii) any fully developed lot within the District Area owned by parties other than the
District; or (iii) the District if the District is in compliance with Section 7.18(B) below and the
default is related to construction of an Improvement Project, or other public improvement to be
dedicated to the City as described in Article IV of this Agreement, and serving the District Area;
or
4. entitle the aggrieved Party to seek or recover exemplary damages; or
limit the Term of this Agreement.
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B. ADDITIONAL REMEDIES FOR IMPROVEMENT PROJECTS. In addition to
the general remedies provided by Section 7.18(A) above, in the event that there is a default under
this Agreement, or violation of the MPC or City ordinance, related to the construction of the
Improvement Projects, or other public improvements to be dedicated to the City as described in
Article IV of this Agreement, and serving the District Area, the following additional remedies
apply.
1. Contract Covenant. The District will include in the contract for construction of
those Improvement Projects or other public improvements to be dedicated to the City the
obligation of the contractor "to recognize and comply with the applicable provisions of the
Operating Agreement and the Project Agreement and authorize the City to enforce the terms of the
Operating Agreement and the Project Agreement against the contractor" (the "Contract
Covenant"). The City shall have the right to audit, upon reasonable notice, the District's
compliance with this Section 7.18(B)(1). Upon written request by the City, the District shall
provide to the City evidence of the inclusion of the Contract Covenant in any contract for the
construction of those Improvement Projects 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.
2. Enforcement Obli ag tion. The City may, at its option, provide written notice to the
District of a default related to the construction of any Improvement Project or other public
improvements to be dedicated to the City (an "Infrastructure Default Notice"). Within 30 days of
receiving an Infrastructure Default Notice, the District must provide evidence to the City that the
District 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 District is enforcing the Contract Covenant. The District's enforcement obligation under this
Section 7.18(B)(2) is neither a guaranty of compliance with the Contract Covenant nor is it an
obligation to enforce the City's regulatory requirements.
3. City Self-Help Notice. If after receiving the Infrastructure Default Notice, the
District fails to comply with the requirements of Section 7.18(B)(2) then the City will send the
District a notice with an opportunity to cure within 120 days (the "Citv Self-Help Notice") putting
the District on notice that if they fail to satisfy their obligations in Section 7.18(B)(2) during the
120-day cure period then the City will enforce this Agreement and the Project Agreement against
the defaulting contractor. If the City elects to enforce this Agreement and the Project Agreement
against the defaulting contractor after the District has failed in its obligations to do so, then the
District will reimburse the City for its enforcement costs.
4. Termination of Obli�ations. The District's obligations in this Section 7.18(B) are
released as to each platted portion of the District Area once those Improvement Projects to be
dedicated to the City to serve that platted portion of the District Area are accepted by the City.
7.19 Governmental Powers; Waivers of Immunitv. By its execution of this Agreement,
a Party does not waive ar surrender any of its governmental powers, immunities, or rights except
as follows:
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(a) Each Party waives its governmental immunity from suit and immunity from
liability as to any action brought by the other to pursue the remedies available under this
Agreement, but only to the extent necessary to pursue such remedies and only to the extent
authorized by law. Nothing in this section shall waive any claims, defenses or immunities or tort
limitation that a Parly has with respect to suits against the Party by persons or entities other than
the other Party. Nothing in this Agreement, however, shall waive any claims, defenses or
immunities or tort limitation that a Party may have with respect to any claim or suit against the
Party arising from injury to persons (including death) or damage to or destruction of personal
property.
(b) Nothing in this Agreement is intended to delegate or impair the performance by a
Party of its governmental functions.
7.20 City Consent. If a provision of this Agreement requires the City to provide its
consent or approval, such consent or approval shall be by an administrative process that does not
involve the City Council unless consent or approval of the City Council is specifically required by
the terms of this Agreement or the District Act.
7.21 Term. In the event that the conservatior� easement in the form attached to the
Consent Resolution as Exhibit "B" is not recorded in the real property records of Denton County,
Texas, within 180 calendar days from the date of passage of the Consent Resolution, this
Agreement shall expire in all respects and no longer be effective or binding upon the City. Further,
the requirement for City consent to the approval of this Agreement in the District Act shall be
deemed unmet and the District shall be considered to have never been created. On or after the
earlier to occur of (a) 30 days after the date the District has completed the issuance of the maximum
aggregate principal amount of Bonds as described in Section 5.01(c) hereof, or (b) the date the
District certifies that (i) the acquisition and construction of all Improvement Projects is complete;
and (ii) reimbursement of each Developer for monies advanced to or on behalf of the District for
such purpose has been made to the maximum extent permitted hereunder, the City may elect to
terminate the Agreement upon 90 days written notice to the District.
7.22 E�ibits. The Parties acknowledge and agree that the information contained in the
Studies served as the basis for the preparation of many of the following e�iibits (the
`B�ibits"). The Parties acknowledge and agree that the information contained in the Studies is
based upon estimates, assumptions, and projections as of the Effective Date which are subject to
change. The Parties further acknowledge and agree that the Studies are the basis upon which the
Maximum Reimbursement Amount was determined. The Studies themselves are not incorporated
herein as part of this Agreement, but can be relied on by the Parties as a baseline projection of
improvement projects, and their related costs, needed to serve development inside and outside the
District Area. If future studies, prepared by the District or Developer in cooperation with and
based upon input, recommendations, and approvals from the City, or prepared by the City at the
request and in cooperation with and based upon input of the District or Developer, propose to
change, modify, update, or supersede the Studies, an amendment to this Agreement is not required,
but if such future studies support a substantial change or substantial reduction, on an aggregated
basis (as determined in the sole discretion of the City staffj to the components, cost, or rate of
participation of Improvement Projects provided in Exhibit B and Exhibit B-1, then the Maximum
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Reimbursement Amount may be reduced (but not increased) in a corresponding proportional
amount as determined by the City staff based on the substantial change.
The E�ibits are attached hereto and incorporated herein as part of this Agreement:
E�iibit A:
Exhibit B:
Exhibit B-l:
E�iibit C:
E�ibit C-1:
Exhibit D:
Exhibit E:
E�ibit F:
E�iibit G:
E�ibit H-1:
Exhibit H-2:
Exhibit I:
Exhibit J:
Exhibit K:
Exhibit K-1:
Exhibit L:
Metes and Bounds Description of District Area
List of Improvement Projects
Maps of Development Off-Site and Development On-Site
Park Improvements
Park Plan
Consent Resolution
Form of Joinder
Form of Special Warranty Deed
Form of Addendum to Permanent Easement
Public Improvement Cost Summary
Plan of Finance
Form of Developer Reimbursement Agreement
District Certification
City Offsites
Maps of City Offsites
List of Improvement Projects, Park Improvements, City Offsites and other
public and private improvements and amenities
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by its duly authorized representative in multiple copies, each of equal dignity, on the date or dates
indicated below.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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EXECUTED on this the � day of April, 2020 but to be effective as of the Effective
Date.
ATTEST:
Rosa Rios, City Secretary
Approved as to Form:
G-�1�� � ���<lt./
Aaron Leal, City Attorney
STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON, TEXAS
A home rule municipality
By:
Name: Chri s
Title: Mayor
Before me the undersigned notary public appeared �f�j2/S 1�✓�¢jj's, Mayor of City of
Denton, a home rule municipality, and executed the foregoing agreement for the purposes therein
expressed on behalf of such municipality on the �Jt day of April, 2020.
�\���yp��i� JANE E. RICHARDSON
�,��PP �� Ue4 = Notar Public, State of Texas
�a: :�, Y
��;�}Q; Comm. Expires 06-27-2021
''ii;°;,�,.�•`'� Notary ID 8251214
� �
Nota Public in and for the State of Texas
-2g-
THIS AGREEl1
an� operational
Todd Hile
an Cox, Di
David Gaines;
.
Willia Estes,
HAS BEEN BOTH REVIEWED AND APPROVED as to financial
tions and business terms.
��
Manager
�to�' blic Works
�
of Capital Projects/City Engineer
y, �irect�of Water/Wastewater Plant Operations
¢�
Di�ector of Parks and Recreation
ss ca Ro ers, Dir to of Economic Development
� ��.
Kenneih,Banks,�neral 11�Iana�er of Utilities
tonio Puente, CF /Inter�m G era M ger of DME
Clark e dahl, D'nage Manager
, r S'+i1�-� �SG�� �SS� ' a� /�i�h+/�G'F�
� ,..
�ld, ' r of Development Services
, ' r of Solid Waste
Director of Operations, Streets
____.---
iera Sierra, Assistant Director of Environmental Services
EXECUTED on this the day of , 2020 but to be effective as of the Effective
Date.
COLE RANCH IMPROVEMENT DISTRICT
:
ATTEST:
:
Secretary, Board of Directors
THE STATE OF TEXAS
COUNTY OF DENTON
NO. 1 OF DENTON COUNTY
President, Board of Directors
Before me the undersigned notary public appeared , President of
Cole Ranch Improvement District No. 1 of Denton County, a political subdivision of the State of
Texas, on behalf of said political subdivision on the day of , 2020.
(SEAL)
Notary Public in and for the State of Texas
-31-
EXHIBIT A- METES AND BOUNDS DESCRIPTION OF DISTRICT AREA
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, recorded 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 1/2-inch iron pin found at an inside corner of said 24.73 acre tract;
Exhibit "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 31.107 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 Ol 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 11 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 ll 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, 1561.35 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 Ol 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;
Exhibit "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 U2-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, 6972.35 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 E.N. 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 320350 acre
tract and generally near a fence, 3057.12 feet to a 5/8-inch iron pin found at the Northeast corner
of said 320.350 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);
Exhibit "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, 72.34 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
records 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, 2011 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
being more particularly described i
Property, L.P. to the City of Denton,
recorded on December 29, 2016 as
Denton County, Texas.
E�ibit "A", Property Description — Page 7
J. McDonald Survey, A-873, Denton County, Texas, and
n that certain Special Warranty Deed from SLF II Cole
Texas dated to be effective as of December 27, 2016 and
Instrument No. 163835 in the Real Property Records of
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EXHIBIT B-1- MAPS OF DEVELOPMENT OFF-SITE AND DEVELOPMENT ON-SITE
lii�l PELOTON Hunter Ranch — Cole Ranch
I�III �AMO SOLYTIOMS I
� Potable Water Service Area — I
Water Tank Pressure / Elevation Jonuary 17, soso
li!�I PELOTON Hunter Ranch — Cole Ranch
I�III t,,Ne fotu,�aNs
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Cole Ranch
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Proposed �� ��
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March 6, 2070 I
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EXHIBIT C - PARI� IMPROVEMENTS
EXHIBIT "C"
Cole Ranch - Park Improvement Summary Tables
Pa�k �edi€atian and De�elflpment Requiremertts for Cole Ranch
Park #Requirement
Develoaer
Multi-Familv Sinale Familv Pianned Park Develoament
Dedication with 509�
Units Units Dedication Fees (as of 12/2019)
Requirement Reduction
Amount
Cale Ranch 3,200 5,9Dp 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 providing the minimum required amount of park land and devleopment
**lx 50 acre City Park & 2x 5 acre Neighborhood Parks (minimum)
"•Developer financial commitment to construct City -owned parks includes onfy the City Park and Neighobrhood Parks
Trait System {Nat required by ttre Fark Dedicatinn and Developme� 8rdinancej
30' Resional Trails 6" Communitv Trails Totai Trails
Cole Ranch 12 Miles 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 trai€s 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
pragramming, easement could be modified as needed pending space allocation
Parks:and Frails - Ownership, Maintenence and Access
Description Ownership Maintenance Access
City Park** City DistritY�HOA Open to public
Neighborhood Park City District/HOA Open to public
❑vg Park* District�HOA with PAE Distri�t�HOA Open to public
Pocket Park* Distri[tIHOA with PAE District/HOA Open to public
Amenity Centers District/HOA District/HOA Private
Trails* District/HOA with PAE District�HOA ❑pen to puhli�
Lakes* bistri�t�HQA with PAE District/HOA Open to pu�lic
* 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 park , etc.
Page 1 of 2
PaCk Impro�ements
Park Type Description of Improvements
City Park Minimum Sa acres
Picnic Tables, Trash Cans and Benches
Playground area with equipment incorporating shade strucYures
Tra i Is
Practice fields for baseball, softball, soccer and football
Dedicated parking area
Dog Park Approximately 3 acres
One enclosed dog free-play facility provided
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 hy City and DISD
Playground designed For ages 2-5 and 5-12
Landscaped with trees, benches 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 provision
Passive park use with landscaping, benches, etc.
Private ameniYy centers with dedicated parking
On-street parking provided for pocket parks
Page 2 of 2
Tom Cole Road
FM
f
H. Lively Road
Robson Ranch Road CityatDentan
Town ot Amvb
EX�IIBIT Gl - PARK PLAN
� i 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 planned, but not required.
Land underlying a school site shown on this plan may be developed in
accordance with the 6ase zoning district regulations.
o Note:Amenitycenterswillbeprivatelyownedandmaintained,andwill
� not be accessible to the general public.
ea
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1 Park I
1_
Vintage Dr. �
Exiating City �
Park
Legend
� Site Boundary
— ACLUD
•• • 10' wide Regional Trail
— 6' wide Neighborhood 7rail'
� City Park
■ School
Existing City Park
■ Neigh6orhood Park
+ Pocket Park
� Oog Park
Floodplaln
❑ Existing Lakes
* trails within ESA areas may
be natural surface trails
�
Cole Ranch
� i � H 1 LLWOOD� March 04, 2020
COMNUNITIES ` �
live5man 5TRATFORDIAND Park Plan � �
TBG o aoo• eoo• isao�
EXHIBIT D - CONSENT RESOLUTION
RESOLUTION NO.
A RESOLUTION OF THE CITY OF DENTON, TEXAS, CONSENTING TO 'TI-� CREATION
OF "COLE RANCH IlVIPROVEMENT DISTRICT NO. 1 OF DENTON COUNTY, TEXAS"
AND Z'HE INCLUSION OF LAND THEREIN; .AND PROVIDING AN EFFECTIVE DATE
WHEREAS, pursuant to Section 59, Article XVI, Texas Constitution, Cote Ranch
Improvement District No. 1 of Denton County, Texas (the "District") has been crea.ted during the
86'li Regular Session of the Texas Legislature through the passage of HB 4693 and codif ed under
Chapter 3981, Special District Local Laws Code (the "Distri�t Act"), to include the land shown in
E�ibit A within the City of Denton, Texas (the "City"), as a special district for the benefit of the
public, including the acquisition, construction, improvement, financing, operation, and
maintenance of water, wastewater, drainage, road, landscaping, park and recreational facilities;
and
W�-IEREAS, except as otherwise provided in the District Act, before the District may
exercise any powers under the District Act the City must adopt an ordinance or resolution
consenting to the creation of the District and to the inclusion of land in the District; NOW,
TI�REFORE,
THE COUNCIL OF 'TF� CITY OF DENTON HEREBY RESOLVES:
SECTION 1. The facts and recitations contained in the preamble of this resolution are true
and correct.
SECTION 2. The City Council hereby grants its consent to the creation of the District and
the inclusion of the land described in Ezhibit A therein.
SECTION 3. The passage of this resolution constitutes the City's consent to the creation
of the District in satisfaction of the requirements of Sectian 3981.0109(axl) of the District Act
and Article XVI, Section 59, Texas Constitution. However, in the event that the conservation
easement in the form attached hereto as Eahibit B is not recorded in the real property records of
Denton County, Texas, within I80 calendar days from the date of passage of this resolution, the
City's consent, granted in Section 2 above sha.11 expire in all respects and no longer be effective or
binding upon the City. Further, the requirement for City consent in the above reference section of
the District Act shall be deemed unmet and the District shall be considered to have never been
created.
SECTION 4. As a condition af the consent given by the City pwsuant to this resolution,
the District shall be subject to the following terms and provisions:
(a) Board of Directors
(i) The City may appoim one additional director to the District board of directors.
(b) Constructian of Improvement Projects
(i) The District may provide, design, construct, acquire, improve, relocate, operate,
maintain, or iinance, inside and outside of its boundaries, only those
improvement projects or services as permitted by the District Act and Chapter
375, Local Government Code, as may be limited by the operating agreement
between the City and the District (an "Improvement Project");
(ii) Before the commencement o£ construction of any Improvement Project
financed by bonds, notes, or other obligations (the "Bonds") or to be conveyed
or dedicated to the City, the District will submit to the City all plans and
specifications for the construction and obtain City approval thereof;
(iii) Prior to the construction of each Improvement Project described above, the
District or its engineer will give written notice to the City, stating the date that
the construction will be commenced;
{iv) The construction of each Improvement Project described above will be in
accorda.nce with plans and specifications approved by the City; and during the
progress of the construction and insta.11ation of the improvements, the City or a
City representative ma.y make periodic on-the-ground inspections; and
(v) Upon completion of each Improvement Project, District will convey ownership
of such improvements to the City in accordance with the operating agreement
between the City and the District.
(c) Issua.nce of Bonds
(i) The District may issue Bonds payable wholly or partly from ad vatorem taxes,
revenue other than assessments, contract payments, grants, or other District
money, or any combination of those sowces of money, only to pay for an
authorized District purpose or project;
(ii) Each series of Bonds will have a maximum maturity of 30 years, and expressly
provide that the District reserves the right to redeem each series of Bonds on
any date not later than the 10�' anniversary of the date of issuance without
premium;
(iii) Except as otherwise permitted by law, the Bonds will be sold only after taking
public bids;
(iv) The bids for the Bonds will be received not more than forty-five days after
notice of the sale of the Bonds is given;
(v) The Bonds will not be payable from or secured hy special assessment revenues
of the District;
(vi) The Bonds will not be payable from or secured by a pledge of ad valorem t�es
of the City or the revenues from the City's utility or other system or any other
revenues of the City;
(vii) The principal amount of Bonds issued by the District when combined with the
District's Bonds outstanding at the time of issuance may not exceed ten percent
(l0%) of the assessed value of all real property in the District;
{viii) No Bonds, other than refunding Bonds, will be sold for less tha.n 95% of par;
provided that the net effective interest rate on the Bonds so sold, taking into
account any discount or premiums as well as the interest borne by such Bonds,
will not exceed two percent (2%) above the highest average interest rate
2
reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the
one-month period next preceding the date notice of the sale of such Bonds is
given;
(ix) Any refunding Bonds issued by the District must provide for a minimum of
three percent (3%) net present value savings; and the latest maturity of the
refunding Bonds may not e�end beyond the latest maturity of the refunded
Bonds unless approved by the City;
(x) At least 45 days before the sale of a series of Bonds or at least 45 days before
entering into any bond purchase agreement for the sale of Bonds, the District
shall submit a copy of the documents authorizing the Bonds to the City staff
tagether with (a) the certifications from each developer in the District that the
developer is in compliance with the developer's project agreement with the
City; and (b) certification that the District is in compliance with this resolution
and its operating agreement with the City (collectively, the "Bond
Documents").
(xi) The City stafi must complete its review of the Bond Documents not later than
the 30�' day after the date the City receives such documents. In the event the
City staff determines a developer or the District is not in complian�e, it may
object to the issuance of a series of Bonds by the delivery of written notice of
such objection (the "Initial Notice ofNoncompliance"} to the District within 35
days from the date of City's receipt of the Bond Documents. Such notice shall
set forth in reasona.ble detail the basis for the City staffobjection and the District
shall be given a reasonable time to cure based on the alleged noncompliance,
but in no event less tha.n 30 days (the "Cure Period"). In the event that the City
staff determines the basis for its objection has not been cured within the Cure
Period, it shall provide written notice (the "Final Notice ofNoncompliance") of
such determination to the District. Subsequent to its receipt of the Final Notice
of Noncompliance, the District must obtain consent of the City Council for the
issuance of such Bonds.
(d) Boundary Changes
(i) Land shall not be added to or excluded from the District without the written
consent of the City Council as provided by the District Act.
(e) District Division
(i) The City's consent to the creation ofthe District ganted by this resolution shall
constitute consent to future creation of any new district created by division
pursuant to the District Act; provided the new district is located wholly within
the area of the District as of the effective date of the District Act.
(ii) The creation of any new distriet by division shall be subject to the conditions
of this resolution and the District Act.
(iii) The District may not be divided into more than four (4) new districts of a
minimum of 500 acres each, without City consent.
�3
(� Dissolution
(i) The District board of directors shall provide 180 days advance written notice to the
City of its intent to dissolve the District.
(g) Miscellaneous
(i) A contract of the District payable from ad valorem taxes or special assessments
for a period longer than 3 years must be approved by the City unless such
contract is ternunable at will at the discretion of the District upon 30 days
written notice or is subject to appropriation by the District.
(ri) City consent shall be required to include any part of the area of the District in a
tax increment reinvestment zone or tax abatement reinvestment zone.
(iii)Should the City's consent to the creation of the District expire pursuant to
Section 3 above, any operating agreemerrt executed by the City and District
pursuant to Section 3981.0109(a)(2) of the District Act, as well as any
developer reimbursement agreement executed by the District as permitted by
such operating agreement, shall terminate in all respects and no longer be
binding upon or enforceable against the City. Further, the requirement for the
execution of an operating ageement in the above reference section of the
District Act sha11 be deemed unmet and the District sha11 be considered to ha.ve
never been created.
(h) Remedies
(i) In addition to all the rights and remedies provided by the laws of the state, in the
event the District violates the terms and provisions of this written consent, the City
sha11 be entitled to injunctive relief or a writ of mandamus issued by a court of
competent jurisdiction restra,ining, compelling or requiring the District and its
officials to observe and comply with the terms and provisions prescribed in this
written consent to the inclusion of land within the District.
SECTION 5. If any section, subsection, clause, phrase or portion of this resolution is for
any reason held invalid or unconstitutional by any court of competent jurisdiction, such shall be
deemed a separate, distinct, and independent provision, and such holding shall not affect the
validity of the remaining portion thereof.
SECTION 6. This resolution shall be in full force and ef�ect from and after its passage.
The motion to approve is resolution was made by and seconded by
. The resolution was passed and approved by the following vote [_ -___J:
Ma.yor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
Aye Nay Abstain Absent
4
Jol�rt Ryan, District 4:
Deb Armintor, At Large Place 5;
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the day of , 2020.
ATTEST:
ROSA RIOS, CITY SECRETARY
:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
�
BY: �v � �Ge.0
5
CHRIS WATTS, MAYOR
EXHIBIT A- METES AND BOUNDS DESCRIPTION OF DISTRICT AREA
EXHIBIT "A"
PROPERTY DESCRII'TION
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 I.W. 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, recorded 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 Recoz•ds, 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, 468536 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 1/2-inch iron pin found at an inside corner of said 24.73 acre tract;
Exhibit "A", Property Description — Page 1
THENCE South O1 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 31.107 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;
E�chibit "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 11 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 U2-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;
Exhibit "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 E.N. 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. l,
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 320350 acre
tract and generally near a fence, 3057.12 feet to a 5/8-inch iron pin found at the Northeast corner
of said 320.350 acre tract;
TI�NCE 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);
E�chibit "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, 72.34 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, 1(��.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
records of Denton County, Texas
E�chibit "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
Exhibit "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 l, 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, 2011 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.
Exhibit "A", Property Description — Page 7
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EXHIBIT B- FORM OF CONSERVATION EASEMENT
CONSERVATION EASEMENT
This Conservation Easement is by and between Petrus Investment, LP ("Grantor"), and the City of
Denton, a Texas home-rule municipal corporation ("Grantee") and is effective upon recording in the real
property records of Denton County, Texas ("Effective Date").
Recitals:
1. Grantor is the record owner of fee simple title to a certain parcel of real property
consisting of 29.125 acres located and situated in Denton County, Texas and more particularly described
in attached Exhibit "A" (the "Property").
2. Grantee is qualified to hold a conservation easement as it is an entity empowered to hold
an interest in real property under the laws of the State of Texas.
3. The preservation of the Property is desirable as the Property has significant historical,
environmental, and scenic value to the parties.
4. It is the intent of this Conservation Easement to assure that the Property will be retained
and maintained perpetually in its natural vegetative and hydrologic condition in accordance with both the
terms of this Conservation Easement and the conditions documented in the Baseline Documentation
Report ("BDR") in the attached Exhibit "B".
5. The purpose of the Conservation Easement includes the following (the "Purposes" or
"Conservation Values"), subject to Grantor's Reserved Rights:
A. retaining or protecting natural, scenic, or open-space aspects of the Property;
B. ensuring the availability of the Property for trail use by the public;
C. protecting natural resources;
D. maintaining or enhancing air and water quality;
E. maintaining areas of scenic and historical significance; and
F. maintaining the Property as documented in the BDR.
6. The following Exhibits are attached to this Conservation Easement and incorporated by
reference:
A. Exhibit A- Legal Description of the Property; and
B. Exhibit B- Baseline Documentation Report.
Witnesseth:
NOW THEREFORE, for good and valuable consideration from Grantee, the receipt and legal
sufficiency of which are acknowledged by Grantor, and in consideration of the covenants, mutual
agreements and conditions herein contained, Grantor has TRANSFERRED, BARGAINED, GRANTED, SOLD,
CONVEYED, ASSIGNED, SET OVER and DELIVERED, and by these presents does TRANSFER, BARGAIN,
GRANT, SELL, and CONVEY, to Grantee a conservation easement on, over, under, across, along and
1
through the Property on the terms set forth herein, together with all other rights reasonably necessary or
desirable to accomplish the Purposes and the rights granted under this Conservation Easement, subject
to the following terms, reservations, covenants, limitations and exceptions:
1. Duration of Easement. The Conservation Easement shall be perpetual. The Conservation
Easement is an easement in gross, runs with the land, and is enforceable by Grantee against Grantor, and
Grantor's successors, assigns, lessees, agents, and licensees.
2. Property Description. The metes and bounds legal description of the Property are set
forth in Exhibit "A" and incorporated herein by reference.
3. Present Condition of the Property. Subject to Grantor's Reserved Rights, neither Grantor,
its agents, assigns, successors, or personal representatives, nor any purchasers, lessees may violate the
terms or Purposes of the Conservation Easement. The conditions of the Property are described in the
BDR, prepared in accordance with Land Trust Accreditation Commission Guidelines and Land Trust
Standards and Practices 118, attached hereto as Exhibit "B", prepared by Grantor and acknowledged by
the parties to be complete and accurate as of the date hereof. Both the parties have copies of the BDR.
The BDR will be used by the parties to assure that any future changes in the use of the Property will be
consistent with the terms of this Conservation Easement. However, the BDR is not intended to preclude
the use of other evidence to establish the present condition of the Property if there is a controversy over
its use.
4. Prohibited Activities. Any activity on, or use of, the Property in violation of the terms and
Purpose of the Conservation Easement is prohibited. The Property shall be preserved as documented in
the BDR and is restricted from any development that would violate the Purposes of the Conservation
Easement. Without limiting the generality of the foregoing, the following activities and uses are expressly
prohibited, restricted, or reserved as indicated hereunder:
A. Vegetation: Except for the below, there shall be no clear-cutting of trees on the
Property. Grantor may remove diseased, invasive or non-native trees, shrubs, or plants; cut and
mow firebreaks and existing road rights-of-way; and remove trees, shrubs, or plants to
accommodate maintenance of permitted improvements, including trails or other uses expressly
permitted under the terms of this Conservation Easement. Grantor may remove potentially
invasive plants from the Property for habitat management purposes consistent with the intent of
this Conservation Easement. Except as necessary for activities expressly permitted in this
Conservation Easement and with written permission from Grantee, there shall be no farming on
the Property.
B. Uses: No plowing, residential or industrial activity shall be conducted upon the
Property. There shall be no storing or dumping of soil, trash, ashes, garbage, waste, abandoned
vehicles, appliances, machinery, or hazardous substances, or toxic or hazardous waste, or any
placement of underground or aboveground storage tanks or other materials on the Property that
may negatively impact or be detrimental to the Property or to the surface or subsurFace waters
of the Property.
C. Subdivision: The Property may be further divided, subdivided, or partitioned but
all such property shall remain subject to the terms of the Conservation Easement perpetually.
2
D. Topography: There shall be no change in the topography of the Property. There
shall be no surface mining, filling, excavating, grading, dredging, mining or drilling upon the
Property, and there shall be no removing of topsoil, peat, sand, gravel, rock, minerals or other
materials from the Property except to construct and maintain permeable surface trails and
walkways using natural materials, or restore natural topography or drainage patterns.
E. Soil or Water Degradation: There shall be no use of, or the conducting of any
activity on, the Property that causes or is likely to cause significant and destructive soil erosion,
depletion or pollution of, or siltation on, any surface or subsurface waters of the Property, and
there shall be no change to streams on the Property in any manner. There shall be no diking,
draining, dredging, channeling, filling, leveling, pumping, impounding, of surface waters.
F. Construction: There shall be no constructing or placing of any building, mobile
home, asphalt or concrete pavement, billboard or other advertising display, antenna (including,
but not limited to, cell, mobile, or otherwise), utility pole, tower, conduit, line, or any other
temporary or permanent structure or facility or any other man-made structures on the Property
except in connection with the construction, repair, maintenance, or replacement (but not
expansion) of the permitted trails and any structures and other improvements located on the
Property as of the Effective Date of this Conservation Easement. Grantor shall have the right to
maintain, renovate, and repair existing buildings, structures, fences, pens, wells, dams and
reservoirs, utilities, soft-surface roads, and other improvements, and in the event of their
destruction, to reconstruct any such existing improvement with another of similar size, function,
capacity, location, and material.
G. Roads: There shall be no construction of roads or concrete sidewalks on the
Property; nor any enlargement, widening, improvement or modification to any existing roads, on
the Property. Maintenance of existing roads shall be limited to removal of dead vegetation,
necessary pruning, drainage improvement or removal of obstructing trees and plants, and/or
application of permeable materials (e.g., sand, gravel, and crushed stone) as necessary to correct
or prevent erosion. Construction and maintenance of permeable surface trails or walkways using
natural materials by Grantor is allowed.
H. Waters: There shall be no polluting, altering, manipulating, depleting or
extracting of surFace (including, but not limited to, ponds, creeks or other water courses) or any
other water bodies on the Property, and there shall be no conducting or (to the extent in Grantor's
control) allowing any entity or person to conduct activities on the Property that would be
detrimental to water purity or that alter the natural water level or flow in or over the Property
(including, but not limited to, damming, dredging or construction in any free flowing water body,
nor any manipulation or alteration of natural water courses, fresh water lake and pond shores,
marshes or other water bodies).
I. Vehicles: Use of vehicles shall be limited to access to the site for monitoring,
maintenance, fire protection/emergency action, construction of approved permeable trails or
other approved activities. Off road vehicular access is expressly prohibited.
J. Easements: There shall be no granting or conveying of any easements on, over,
under, across, along orthrough the Property, including, but not limited to, access easements and
3
utility easements conveyed by separate instruments after the Effective Date, other than the
following conveyances:
I. Grantee has the right of pedestrian ingress and egress to and from, and
access on, across, along, and through the Property to access the Property to take such
actions which are consistent with the Conservation Easement; and
II. The public shall have the right of pedestrian ingress and egress to and
from, and access on, across, along, and through the Property on the permeable trails after
the same have been completed and such public access will be limited only to the
permeable trails. The parties have the option to further document the public's right of
access to the permeable trails at a later date.
K. Mineral Extraction. There shall be no exploration, development, production,
extraction, or transportation of oil, gas or other mineral substances (whether such other mineral
substances be part of the mineral estate or part of the surface estate) on, from, or across the
Property ("Mineral Activities") except in accordance with this Section provided, however, that
this Section does not apply to water, which is addressed elsewhere in this Conservation Easement.
I. No Surface Mining. Grantor shall not conduct surface mining by any
surface mining methods, including, without limitation, the mining of gravel, sand or
caliche.
II. No SurFace Use. Grantor has the associated rights and retains its
interests, if any, in all oil, gas and other mineral substances (whether such other mineral
substances be part of the mineral estate or part of the surface estate) in and under the
Property; provided, however, it is understood and agreed that, in conducting any Mineral
Activities on the Property, Grantor shall not use or occupy any portion of the surFace
estate of the Property and shall not place any facilities, fixtures, equipment, building,
structures, pipelines, rights of way or personal property of any kind or nature whatsoever
on the surface of the Property or in the subsurface within the depth interval of 1000 feet
below the surface of the Property or on or in any portion thereof. Grantor agrees that all
Mineral Activities shall be conducted by directional or horizontal drilling below said
subsurface interval from a surface location off the Property, and Grantor hereby waives
any rights whatsoever to the use of the surface and said subsurface interval of the
Property in connection with any Mineral Activities on the Property. Notwithstanding
anything above to the contrary, Grantor shall not be prohibited from conducting
exploratory activities that are non-invasive, do not otherwise damage or negatively
impact the watersheds or aquifer, and do not significantly impair or interfere with the
Conservation Values. To the extent Grantor elects to explore for or extract or exploit any
oil, gas or other minerals in or underthe Propertyfrom a surface location offthe Property.
Grantor shall use reasonable efforts to minimize any damage or other negative impact on
the watersheds or aquifer underlying the Property by such activity.
L. Signage: Construction or placement of any signs, billboards, or other advertising
displays on the Property is not permitted, except that signs whose placement, number, and design
do not significantly diminish the scenic character of the Property may be placed to state the name
4
and address of the Property for purposes of identifying a trail to advertise or regulate permitted
on-site activities, to post the Property to control unauthorized entry or use, or to identify the
property as being protected by this Conservation Easement.
M. Dumping: There shall be no dumping or storing of any material, such as trash,
wastes, ashes, sewage, garbage, scrap material, sediment discharges, oil and petroleum by-
products, leached compounds, toxic materials or fumes, or any "hazardous substances" (as
hereinafter defined). For the purposes of this paragraph, the phrase "hazardous substances" shall
be defined as in the federal Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. 9601 et seq.) and/or a substance whose manufacture, processing, distribution in
commerce, use, possession, or disposal is banned, prohibited, or limited pursuant to the federal
Toxic Substances Control Act (15 U.S.C. 2601 et seq.).
N. Hunting. Hunting is not allowed on the Property once the public has access to the
permeable trails.
O. Other Prohibitions: Any other use of, or activity on, the Property which harms the
Conservation Easement granted herein.
5. Rights Reserved to Grantor.
A. Existing Uses. The Grantor expressly reserves for itself, its successors and assigns, the right
of access to and the right of continued use of the Property for all purposes not prohibited by this
Conservation Easement, including, but not limited to, the right to quiet enjoyment of the Property, the
rights of ingress and egress with respect to the Property, the right to fence the Property and to prohibit
public access thereto, except as otherwise provided herein, and the right to sell, transfer, gift or otherwise
convey the Property, in whole or in part, provided such sale, transfer, or gift conveyance is subject to the
terms of, and shall specifically reference, the Conservation Easement. Except as may be expressly provided
otherwise in this Conservation Easement, this Conservation Easement shall not in any way limit, restrict
or in any way affect any property of Grantor other than the Property, including without limitation, any
property adjacent to, surrounding or near the Property. The rights conveyed by this Conservation
Easement do not constitute a conveyance of a fee interest in the Property, nor of any of the mineral rights
or water rights therein and thereunder. The rights retained by Grantor as set forth in this Section 5 are
referred to hereinafter as the "Reserved Rights".
B. Construction, Maintenance, and Access to Trails. Grantor has the right to
construct and maintain permeable trails made of natural materials on the Property. The location
of the trails is at the sole discretion of Grantor. Grantor agrees to cooperate with Grantee on
location of the permeable trails to allow Grantee to maintain a comprehensive trail system in and
around the Property.
C. Transfer. The right to sell, give, mortgage, lease or otherwise convey the Property,
provided such conveyance is subject to the terms of this Conservation Easement.
D. Diseased Trees and Firebreaks. The right to cut, trench, and remove damaged or
diseased trees, shrubs, or plants and to cut firebreaks, as required in exigent circumstances.
Animal and Game Management and Hunting.
5
i. The right to manage animals and game on the Property, strictly in
accordance with applicable city ordinances, game laws and sound wildlife management
practices. The use of firearms by Grantor is allowed for this purpose.
ii. The right to hunt on the Property until the public has access to the
permeable trails. Any such hunting shall be conducted strictly in accordance with
Grantee's ordinances and state law.
F. Farming and Planting. The right to use existing pastures and grasslands used for
grazing, plant such trees, shrubs or grasses on the Property as Grantor may desire from time to
time. Consistent with the terms of this Conservation Easement, Grantor shall have the right to
maintain, restore and enhance native plant and wildlife habitat, consistent with best management
practices and all applicable laws and regulations governing such practices.
G. Livestock. The right to run cattle and horses on the Property. In no event shall the
Property be over-grazed. Land is to remain fenced to prevent external cattle and livestock from
entering the Property. With the exception of dogs and livestock, there shall be no domestic cats
or intentional introduction of exotic wildlife or potentially invasive species on the Property.
Livestock introduction is prohibited except as authorized herein.
H. Restoration. The right to restore damage caused by natural disasters such as
drought, flooding, tornados and fire, to dredge waterways of debris and silt/gravel deposits
caused by flooding, to restore soil levels and contours and replace shrubs and trees lost to natural
occurrences or disasters with like or improved species. If such damage results in the loss oftopsoil,
Grantor shall have the right to remove topsoil from other areas of the Property to restore the
damage caused by the natural disaster.
I. Erosion Control. The right to control erosion by the planting of grasses or by other
means not inconsistent with the purposes of this Conservation Easement.
J. Composting, Burning, and Storing of Plant Material. The right to compost, burn
(including controlled burning of fields and pastures) or store plant material and vegetative waste
generated by permitted activities and uses and the right to store customary waste generated on
the Property by permitted activities and uses.
K. Leasing. The right to lease all or a portion of the Property for any use permitted
under this Conservation Easement, including hunting as limited herein.
L. Other Vegetation. Grantor expressly reserves the right to plant, cultivate and
maintain, as may be reasonably necessary, various trees, vines, shrubs, grasses, and similar
vegetation on any portion of the Property currently utilized as grassland or pastureland.
M. Compliance with Zoning and Agreements. Grantor expressly reserves the right to
use and improve the Property as necessary to comply with the requirements of any zoning
ordinance applicable to the Property, any agreement between Grantor and the City of Denton,
and any agreement between Hunter Ranch Improvement District No. 1 of Denton County, Texas
and the City of Denton.
C:
6. Rights of Grantee. Grantee or its authorized representatives, shall have the right to enter
the Property at reasonable times upon notice for the purpose of inspecting the Property to determine if
the Grantor or any of its successors and assigns is complying with the terms, conditions, restrictions, and
Purposes of the Conservation Easement.
7. Liens and Taxes. Grantor shall keep the Property free of any and all liens, including,
without limitation, liens arising out of any work performed for, materials furnished to, or obligations
incurred by Grantor. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of
whatever description levied on or assessed against the Property by competent authority and shall upon
written request by Grantee furnish Grantee with satisfactory evidence of payment.
8. Enforcement. In the event of a breach of this Conservation Easement by Grantor, the
Grantee, any third-party or any third-party working for or under the direction of Grantor or the Grantee,
the Parties shall be notified immediately. Grantor shall have thirty (30) days after receipt of such notice
to undertake actions that are reasonably calculated to correct the conditions constituting the breach. If
the conditions constituting the breach are corrected in a timely and reasonable manner, no further action
shall be warranted or authorized. If the conditions constituting the breach are such that more than thirty
(30) days are required to cure the breach, Grantor shall not be in default hereunder if Grantor undertakes
the cure of such breach during the thirty (30) day period following notice of the breach and diligently
pursues the cure ofthe breach to completion. If Grantorfails to initiate such corrective action within thirty
(30) days or fails to complete the necessary corrective action, the Grantee may enforce the Conservation
Easement by appropriate legal proceedings, including an action for damages, injunctive and other relief
after mediating the dispute. Notwithstanding the foregoing, the Grantee reserves the immediate right,
without notice, to obtain a temporary restraining order, injunctive relief or other appropriate relief if the
breach of any provision of the Conservation Easement is materially impairing or would irreversibly or
otherwise materially impair the benefits to be derived from the Conservation Easement. Grantor and the
Grantee acknowledge that under such circumstances, damage to the Grantee would be irreparable and
remedies at law will be inadequate. The rights and remedies of the Grantee provided hereunder shall be
in addition to, and not in lieu of, all other rights and remedies available to Grantee in connection with the
Conservation Easement. Any forbearance or failure on the part of the Grantee to exercise its rights in the
event of a violation shall not be deemed or construed to be a waiver of Grantee's rights hereunder. Nor
shall forbearance or failure to enforce any covenant or provision hereof discharge or invalidate such
covenant or provision or any other covenant, condition, or provision hereof or affect the right to the
Grantee to enforce the same in the event of a subsequent breach or default. Nothing contained in this
Conservation Easement shall be construed to entitle the Grantee to bring any action against Grantor for
any injury to or change in the Property, or for any violation of any covenant or provision of this
Conservation Easement, resulting from any prudent action taken in good faith by Grantor under
emergency conditions to prevent, abate, or mitigate significant injury to life, damage to property or harm
to the Property resulting from any of such causes. Grantor shall not be responsible for, or required to,
remediate any conditions or damage not caused by Grantor, including damage caused by the public or
other third parties. Except in the case of an emergency, neither party shall take any action to institute a
legal proceeding until the parties have conducted a full day mediation with a mutually acceptable
mediator in Dallas, Denton, or Tarrant County.
9. Duration. The burdens of this Conservation Easement shall run with the Property and shall
be enforceable against Grantor and all future interests in and to the Property in perpetuity. Grantor agrees
that the future transfer or conveyance of any interest in or to the Property shall always be subject and
subordinate to the terms, conditions, restrictions and purposes of the Conservation Easement and a
reference to this Conservation Easement shall be included in each instrument of transfer or conveyance
of any interest in or to the Property from and after the Effective Date.
10. Construction and Maintenance of Permeable Trails.
A. Grantor shall construct permeable trails in and through the Property for use by
the public and the same shall be completed within twelve (12) months after final plats on fifty (50) percent
or more of the property adjoining the Property have been filed in the Real Property Records, Denton
County, Texas. Grantor will cooperate with Grantee regarding the location of the trailheads for the
permeable trails.
B. Grantor shall be responsible for the maintaining the permeable trails it
constructs in and through the Property.
11. General Provisions.
A. Notices. Any notice, request for approval, or other communication required
under this Conservation Easement shall be sent by registered or certified mail, postage prepaid,
to the following addresses (or such address as may be hereafter specified by notice pursuant to
this paragraph):
To Grantor:
To Grantee:
B. Severability. In the event any provision of this Conservation Easement is
determined by the appropriate court to be void and unenforceable, all remaining terms shall
remain valid and binding.
C. Conservation Easement Binding. The terms, covenants, and conditions of this
Conservation Easement shall be binding upon and shall inure to the benefit of Grantor, Grantee
and their respective executors, administrators, heirs, legal representatives, successors and
assigns. Notwithstanding the foregoing, Grantee may assign (i) this Conservation Easement, or (ii)
any rights or interests in this Conservation Easement, with the prior written approval of Grantor
which shall not be unreasonably withheld.
D. Warranty. Grantor warrants, covenants, and represents that it owns the Property
in fee simple, and that Grantor either owns all interests in the Property which may be impaired
by the granting of the Conservation Easement or that there are no outstanding mortgages, tax
liens, encumbrances, or other interests in the Property which have not been expressly
subordinated to the Conservation Easement.
E. Subsequent Transfers. Grantor agrees to incorporate the terms of this
Conservation Easement by reference in any deed or other legal instrument that transfers any
interest in all or any portion of the Property. Grantor agrees to provide written notice of any
transfer at least thirty (30) days prior to the date of the transfer. The parties agree that the terms
of the Conservation Easement shall survive any merger of the fee and easement interests in the
Property or any portion thereof and shall not be amended, modified or terminated without the
prior written consent and approval of the parties.
F. Assignment or Transfer. The parties recognize and agree that the benefits of the
Conservation Easement are in gross and assignable by the Grantee upon notice and consent by
Grantor; provided, however, that the Grantee hereby covenants and agrees, that in the event it
transfers or assigns the Conservation Easement, the organization receiving the interest will be a
qualified holder under state law acceptable to Grantor. The Grantee further covenants and agrees
that the terms of the transfer or assignment will be such that the transferee or assignee will be
required to continue in perpetuity the conservation purposes described in this Conservation
Easement.
G. Obligations of Ownership. Grantee shall not be responsible for any costs or
liability of any kind related to the ownership, operation, insurance, upkeep, or maintenance of
the Property, except as expressly provided herein. Nothing herein shall relieve the Grantor of the
obligation to comply with any federal, state, or local laws, regulations and permits that may apply
to the Property in connection with the exercise by Grantor of the Reserved Rights.
H. Extinguishment. If changed conditions render impossiblethe continued use ofthe
Property for the conservation purposes as contemplated by this Conservation Easement, the
Conservation Easement may only be extinguished, in whole or in part, by judicial proceeding in
any court of competent jurisdiction.
I. Eminent Domain. Whenever all or any part ofthe Property is taken in the exercise
of eminent domain to substantially abrogate the restrictions imposed by this Conservation
Easement, the parties shall join in appropriate actions at the time of such taking to recover the
full value of the taking, and all incidental and direct damages due to the taking.
J. Proceeds. The Conservation Easement constitutes a real property interest
immediately vested in Grantee. If all or a portion of the Property is sold, exchanged, or
involuntarily converted following an extinguishment of all or any portion of the Conservation
Easement, or following the exercise of eminent domain, Grantee shall be entitled to the fair
market value of the Conservation Easement. The parties stipulate that the fair market value of
the Conservation Easement shall be determined by multiplying the fair market value of the
Property unencumbered by the Conservation Easement by the ratio of the value of the
Conservation Easement as of the Effective Date to the value of the Property (without deduction
for the value of the Conservation Easement) at the time of this grant. The values as of the Effective
Date and as referenced in this Section 9(I) shall be the values used, or which would have been
used, to calculate a deduction for federal income tax purposes, pursuant to Section 170(h) of the
Internal Revenue Code of 1986, as amended (whether eligible or ineligible for such a deduction).
Grantee shall use its share of any proceeds in a manner consistent with the purposes of the
Conservation Easement.
K. Failure of Grantee. If at any time Grantee is unable or fails to enforce the
Conservation Easement, or if Grantee ceases to be a qualified grantee, and if within a reasonable
period of time after the occurrence of any of such events, Grantee fails to make an assignment of
its interest pursuant to the Conservation Easement, then Grantee's interest shall become vested
in another qualified grantee in accordance with and as provided by an appropriate and final, non-
appealable proceeding in a court of competent jurisdiction to which Grantor is a party.
L. Amendment. This Conservation Easement granted herein may be amended, but
only in a writing signed by the Parties hereto; provided, however, that such amendment does not
affect the qualification of the Conservation Easement or the status of the Grantee under any
applicable laws, is consistent with the conservation purposes of this Conservation Easement
granted herein.
M. Statutory Conservation Easement. The parties expressly agree and understand
that this Conservation Easement is created under, and will be interpreted according to, Chapter
183 (Conservation Easements) of the Texas Natural Resources Code.
N. Re-recording. The Grantee is authorized to record or file any notices or
instruments appropriate to assuring the perpetual enforceability of this Conservation Easement
and Grantee may re-record this instrument at any time as may be required to preserve its rights
in this Easement.
0. Captions. The captions herein have been inserted solely for convenience of
reference and are not a part of this Conservation Easement and shall have no effect upon
construction or interpretation.
P. Counterparts. The parties may execute this instrument in two or more
counterparts, which shall, in the aggregate, be signed by both parties; each counterpart shall be
deemed an original instrument as against any party who has signed it. In the event of any disparity
between the counterparts produced, the recorded counterpart shall be controlling.
Q. Reasonableness Standard. The parties shall follow a reasonableness standard and
shall use their best efforts to make any determinations that are necessary or are contemplated to
be made by them either separately or jointly under this Easement in a timely manner and shall
cooperate with one another and shall take all other reasonable action suitable to that end.
R. Controlling Law. The interpretation and performance of this Easement shall be
governed by the laws of the State of Texas.
S. Venue. The parties acknowledge and agree that any and all disputes arising out
of, or relating to, this Conservation Easement will be brought, heard, and determined exclusively
in Denton County, Texas. Both parties consent to venue in such courts and waive and relinquish
any right to assert that any action instituted by the other party in any such court is in the improper
venue or should be transferred to a more convenient forum.
T. Further Assurances; Cooperation. After the Effective Date, the parties shall each
execute and deliver such documents and take such other actions as shall be necessary to carry
out the Purposes of the Conservation Easement. Each party covenants and warrants that it shall,
whenever and as often as it shall be reasonably requested to do so by the other party to the
Conservation Easement, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such further documents and instruments as may be
10
necessary and proper in order to effectuate the intent and purposes of the Conservation
Easement.
U. Entire Agreement. This instrument sets forth the entire agreement of the parties
with respect to the Conservation Easement and supersedes all prior discussions, negotiations,
understandings, or agreements relating to the Easement, all of which are merged herein. No
alteration or variation of this instrument shall be valid or binding unless contained in an
amendment that complies with paragraph L.
V. Effective Date. The parties intend that these restrictions take effect on the day
and year this Easement is recorded in the Denton County Official Records.
TO HAVE AND TO HOLD the Conservation Easement for the purposes herein described, subject,
however, to the matters herein set forth and to all matters of record with respect to the Property, unto
Grantee, its successors and assigns, forever; and Grantor does hereby bind itself, its successors and assigns
to warrant and defend the Conservation Easement and the rights granted herein, unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any
part thereof by, through or under Grantor, but not otherwise.
[SIGNATURES TO FOLLOW ON NEXT PAGE]
11
IN WITNESS WHEREOF, the Grantor and Grantee have executed this document on the dates listed
below.
PETRUS INVESTMENT, L.P. , Grantor
a Texas limited partnership
By: PMC Management, L.P.,
a Texas limited partnership,
its general partner
By: Hillwood Development Company, LLC,
a Texas limited liability company,
its general partner
By:_
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on March _, 2020 by _
on behalf of Hillwood Development Company, LLC. as General Partner of PMC
Management, L.P., general partner of Grantor Petrus Investment, L.P.
Notary Public, State of Texas
My Commission Expires: _
12
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO FORM:
AARON LEAL, CITY ATTORNEY
CITY OF DENTON, Grantee
By:
Todd Hileman, City Manager, under the authority of
Ordinance No. 20-
13
EXHIBIT A
LEGAL DESCRIPTION
DESCRIPTION OF A
CONSERVATION EASEMENT
Being a tract of land situated in the J. Taft Survey, Abstract Number 1269, Denton County,
Texas and being a portion of that certain tract of land described by deed to Petrus Investment,
L.P. in Document Number 1998-117450, Real Property Records, Denton County, Texas and
being more particularly described by metes and bounds as follows:
COMMENCING at a
THENCE to the POINT OF BEGINNING;
THENCE S 70°57'OS"E, 118.23 feet;
THENCE S 51°44'43"E, 86.75 feet;
THENCE S 26°37'29"W, 62.16 feet;
THENCE S 37°44'S7"W, 91.64 feet;
THENCE S 18°27'31"E, 32.27 feet;
THENCE S 09°23'S0"E, 29.68 feet;
THENCE S 58°04'09"E, 50.51 feet;
THENCE S 02°18'41"W, 28.16 feet;
THENCE S 85°20'44"E, 70.16 feet;
THENCE N 50°43'S0"E, 62.90 feet;
THENCE S 74°35' 19"E, 72.93 feet;
THENCE S 81°28'S2"E, 165.40 feet;
THENCE S 52°39'23"E, 101.75 feet;
THENCE S 21°13'25"W, 125.90 feet;
THENCE S 34°12'S4"E, 66.23 feet;
THENCE S 62°19'08"E, 182.38 feet;
THENCE S 37°29'36"E, 172.11 feet;
Peloton Job No. HWR18008 TrackingNo. TBD
AI-LI[1NCE February 26, 2020
C:\USERS\CIIAMILTON\DESKTOP\IIWR18008_EAI.DOCX Page 1 of4
THENCE S 64°2T00"E, 7111 feet;
THENCE S 22°45'39"W, 36.56 feet;
THENCE S 42°51'12"E, 4L54 feet;
THENCE S 09°59'S8"E, 154.54 feet;
THENCE S 51°57'34"E, 26.46 feet;
THENCE S 12°17'23"E, 32.62 feet;
THENCE S 12°06'25"W, 37.91 feet;
THENCE S 66°41'15"W, 3638 feet;
THENCE N 88°46'S5"W, 40.67 feet;
THENCE S 20°24'21"W, 206.25 feet;
THENCE S 80°30'36"W, 45.66 feet;
THENCE S 62°19'S3"W, 56.59 feet;
THENCE S 50°19'S5"W, 185.32 feet;
THENCE S 26°46' 16"W, 78.29 feet;
THENCE S 43°19'13"W, 134.42 feet;
THENCE S 78°21'31"W, 47.24 feet;
THENCE S 85°08'34"W, 115.45 feet;
THENCE N 44°OT52"W, 128.20 feet;
THENCE N 66°46'28"W, 127.49 feet;
THENCE N 52°56'31''1��', 159.22 feet;
THENCE N 44°53' 19"W, 170.88 feet;
THENCE N 28°11'33"W, 149.95 feet;
THENCE N 15°26'S5"W, 153.04 feet;
Peloton Job No. HWR18008 TrackingNo. TBD
ALLIANCE February 26, 2020
C:\USERS\CHAMILTON�DESKTOP\IIWRl 8008_EAI.DOCX Page 2 of 4
THENCE N 03°18'20"W, 280.53 feet;
THENCE N 20°48' 14"E, 338.96 feet;
THENCE N 12°51'42"E, 289.48 feet;
THENCE N 32° 10' 13"E, 189.06 feet to the Point of Beginning and containing 1,268,680
square feet or 29.125 acres of land more or less.
Peloton Job No. HWR18008 TrackingNo. TBD
���� February 26, 2020
C:\USERS\CI IAMILTON�DESKTOP\HWR18008_EAI.DOCX Page 3 of 4
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"THIS OOCIINEN7 MAS PREPAREO UNDEN 22 iAC 663.21,
�OES NOT REFLECi iHE FESIILTS OF AN ON iHE GRDUN�
SURVEY� ANO IS NOi i0 BE USEO TO CONVEY OR
ESTABLISH INiERESiS IN REAL PROPERTY E%GEPi iHOSE
flIGHTS ANO ZNTERESiS IMPLIED OR ESTABLISHED BY iHE
CREATION aR RECONFIGURATION OF THE BOU��DIRY OF
iHE POLITICAL SIJBDIVISION FOR WHICH IT fAS PREPAREO."
"INTEGRAL PARiS aF iHIS DOCUNENT"
1. DESCPIPiION
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BASIS OF BEAFING IS iHE TESAS COOFOINATE $YSiEY
NORTH CENTRAL ZONE 4202. NAO 83.
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DOCUMENT# 1 998-1 1 7450 L22
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9800 HILLWOOD PARKWAY, SUITE 250 �OB # HWR18008 ❑RAWN BY: SS CHECKED BY: DATE: 02/21/2020 PAGE #40F4
FORT W�RTH. TEXAS 76177 PH.# 817-562.3350
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EXHIBIT B
BASELINE DOCUMENTATION REPORT
EXHIBIT E- FORM OF JOINDER
EXHIBIT E
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Joinder"), dated as of , 20_, is
executed by and between Cole Ranch Improvement District No. 1 of Denton County (the "Original
District") and Cole Ranch Improvement District No. 1- of Denton County (the "New District"),
in connection with that certain Operating Agreement (the "O�eratin� Agreement") entered into
between the City of Denton, Texas (the "Cit '), and the Original District, dated effective as of
Apri17, 2020. Capitalized terms used herein shall have the definitions provided in the Operating
Agreement.
WHEREAS, the Original District was created during the 86th 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"); and
WHEREAS, the New District has been created pursuant to the District Act by an order,
dated , 20� (the "Division Order"), adopted by the board of directors of the Original
District; and
WHEREAS, before the New District may exercise any powers under the District Act, the
New District must enter into a joinder to the Operating Agreement or a separate operating
agreement with the City; and
WHEREAS, New District desires to enter into and execute this Joinder in order to become
a party to the Operating Agreement with respect to area within its boundaries (the "New District
Area" . NOW THEREFORE, the Original District and the New District agree as follows:
1. Attached hereto as Exhibit "A" is a true, correct, and complete copy of the
Operating Agreement. The terms and provisions of the Operating Agreement are incorporated
herein for all purposes.
2. New District hereby acknowledges, agrees, and confirms that, by its execution of
this Joinder, New District shall be deemed to be a"party" to the Operating Agreement, but only
with respect to the New District Area, and shall have all of the rights and obligations of the Original
District thereunder with respect to the New District Area, as if it had originally executed Operating
Agreement. New District hereby ratifies, as of the date hereof, and agrees to be bound by, all of
the applicable terms, provisions and conditions contained in the Operating Agreement with respect
to the New District Area, to the same effect as if it were an original party thereto. Attached hereto
as E�ibit "B" is a description of the portion of the Improvement Projects (as defined in the
Operating Agreement) that will be constructed and financed by New District. From and after the
date hereof, the Original District shall be released from subsequently performing any obligations
under the Operating Agreement with respect to the New District Area and the Improvement
Projects as described in E�ibit "B" and from any liability that results for New District's failure
to perform such obligations. Pursuant to the Division Order, (i) the maximum aggregate amount
the New District may reimburse the 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 District is reduced by such amount, and (ii) the maximum aggregate principal amount
of Bonds the New District may issue as described in Section 5.01(c) of the Operating Agreement
is $ , and such maximum aggregate principal amount applicable to the Original
District is reduced by such amount.
3. New District agrees to provide a copy of this Joinder to the City within 15 days
after its execution by all parties.
4. The parties hereto have entered into this Joinder in satisfaction of the requirements
of Section 3981.0708 ofthe District Act. New District further acknowledges, agrees, and confirms
that it is subject to and will abide with the terms and conditions of City Resolution No. 20-762,
consenting to the creation of the Original District.
5. The Parties intend that the City and the Developer, 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, Texase
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]
ATTEST:
By:
Name:
Title:
Address:
Fax:
Phone:
Email:
ATTEST:
By:
Name:
Title:
Address:
Fax:
Phone:
Email:
COLE RANCH IMPROVEMENT
DISTRICT NO. 1 OF DENTON COUNTY
"Original District"
By:
Name:
Title:
Address:
Fax:
Phone:
Email:
COLE RANCH IMPROVEMENT
DISTRICT NO. 1- OF DENTON COUNTY
"New District"
By:
Name:
Title:
Address:
Fax:
Phone:
Email:
I�K�: R _
COPY OF OPERATING AGREEMENT
EXHIBIT B
DESCRIl'TION OF PORTION
OF IMPROVEMENT PROJECTS
TO BE CONSTRUCTED AND FINANCED
EXHIBIT F- FORM OF SPECIAL WARRANTY DEED
EXIIIBIT F
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 NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS
COUNTY OF DENTON
That
E.`l��C� /\ll��'/_�.7.7��Y Y•/ 1] �1 �117
0
§ KNOW ALL MEN BY THESE PRESENTS
1/_��7�7_\».Z�)�.�/_VIID[�'f.7_���C�l.�
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, Denton, 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 Exhibit "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 PRONOUN 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 formations, surface water, diffuse
surface flow and runoff, and harvested rain water, and all of the water rights associated with the
1560.029\86729.4
Property, including any and all permits issued by the North Texas Groundwater Conservation
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 APPROPRIAT`E 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
1560A29\86729.4
all claims and causes of action that Grantor may have for or related to any defects in, or injury to,
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
C�'f.7_\�YIC��7
20_
[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
1560.029\86'729.4
EXHIBIT G- FORM OF ADDENDUM TO PERMANENT EASEMENT
EXHIBIT G
ADDENDUM TO PERMANENT EASEMENT
This Addendum to the foregoing Easement (the `Basement") 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.
1560.026\87618.3
3. Grantee shall repair any damage to improvements on the Property or surrounding property
and restore the surface of the Property and surrounding properiy from damage resulting from
Grantee's use of the Property.
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.
1560.026\876183
9. In the event of a conflict between this Addendum and the Easement, the provisions of this
Addendum shall control.
1560.026\87618.3
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EXHIBIT H-2 - PLAN OF FINANCE
ICole Ranch Summarv
�Total Reimbursable Costs
jTotal Capital Contributions
ITotal Potential Contract Tax Deposits
District 1 Value in Year 35
District 2 Value in Year 35
District 3 Value in Year 35
District 4 Value in Year 35
Total Value in Year 35
District 1 Bond Principal Capacity
District 2 Bond Principal Capacity
District 3 Bond Principal Capacity
District 4 Bond Principal Capacity
Total
District 1 Reimbursement Capacity
District 2 Reimbursement Capacity
District 3 Reimbursement Capacity
District 4 Reimbursement Capacity
Tota I
Tax for M&O
Tax for Debt Service
Total Tax Rate
�M&O Revenue in Year 35
$MM financed er $0.01 throu h ear 35
$ 350,000,000
$ 6,991,350
$ 131,475,107
$ 1,869,406,547
$ 1,869,406,547
$ 1,869,406,547
$ 1,869,406,547
$7,477,626,187
$ 72,010,000
$ 83,770,000
$ 93,725,000
� 111,945,000
$361,450,000
$ 61,462,688
$ 71,611,055
$ 80,613,680
$ 96,300,638
$309,988,060
$ 0.1000
$ 0.3900
$ 0.4900
$ 7,477,626
7,948 412
Cole Ranch Bond Summary
Cole Roll
Bond Sale
Date
1211/2024
12/1/2025
12/1 /2026
1211/2027
12/1/2028
12/1/2029
12/1/2030
12/1/2031
12/1/2032
12/1 /2033
1211/2034
12/1/2035
12/1/2036
12/1/2037
12/1I2038
12/1I2039
12/1/2040
1211/2041
12/1/2042
12/1/2043
12/1/2044
12/1/2045
12/1/2046
1211/2047
12/1/2048
12/1/2049
1211/2050
1211/2051
12/1/2052
12/112053
12/1/2054
12/1/2055
12/1I2056
12/1/2057
AV at Issuance
67,990,708
146,511,030
242,019,635
400,252,581
567,045,116
768,968,090
960,521,360
1,185,509,739
1,399,819,948
1,649,934,205
1,889,062,714
2,166,528,740
2,432,703,581
2,739,925,197
3,035,553,732
3,375,126,100
3,702,808,596
4,077,532,610
4,440,076,810
4,762,873,290
5,028,558,270
5,206,042,965
5,362,224,254
5,523,090,982
5,688,783,711
5,859,447,222
6,035,230,639
6,216,287,558
6,402,776,185
6,594,859,470
6,792,705,255
6,996,486,412
7,206,381,005
7,422,572,435
Bond
Principal
Amount
54.005,60�
4,585,000
5,765,000
9,520,000
10,015,000
10,675,000
13,135,000
13,775,000
12,985,000
14,895,000
14,665,000
16,390,000
16,130,000
18,565,000
17,570,000
20,740,000
19,465,000
22,650,000
22,010,000
17,430,000
13,915,000
8,540,000
7,125,000
7,360,000
5,035,000
5,185,000
5,345,000
5,525,000
2,840,000
2,925,000
3,015,000
3,110,000
3,225,000
3,335,000
�361
Capitalized Total
_C01 UW Discount Interest Reimbursement
$269,743
297,873
370,103
552,200
575,713
607,063
803,048
846,798
808,853
899,628
966,643
1,049,990
1,050,700
1,166,473
1,119,325
1,352,890
1,288,633
1,453,520
1,423,315
1,113,280
946,378
685,690
617,063
628,460
425,198
432,473
440,233
448,963
228,240
232,363
236,728
241,335
246,913
252,248
$24,a78,065
$120,150
137,550
172,950
285,600
300,450
320,250
394,050
413,250
389,550
446,850
439,950
491,700
483,900
556,950
527,100
622,200
583,950
679,500
660,300
522,900
417,450
256,200
213,750
220,800
151,050
155,550
160,350
165,750
85,200
87,750
90,450
93,300
96,750
100,050
$1
$3fi0,45fl
309,488
230,600
380,800
400,600
427,000
916,900
786,800
519,400
595,800
706,350
956,038
645,200
742,600
702,800
1,210,350
1,106,400
906,000
880,400
697,200
556,600
341,600
285,000
294,400
201,400
207,400
213,800
221,000
113,600
117,000
120,600
124,400
129,000
133,400
$3,254,658
3,840,090
4,991,348
8,301,400
8,738,238
9,320,688
11,021,003
11,728,153
11,267,198
12,952,723
12,552,058
13,892,273
13,950,200
16,098,978
15,220,775
17,554,560
16,486,018
19,610,980
19,045,985
15,096,620
11,994,573
7,256,510
6,009,188
6,216,340
4,257,353
4,389,578
4,530,618
4,689,288
2,412,960
2,487,888
2,567,223
2,650,965
2,752,338
2,849,303
Potential
Contract Tax
Account
Contributions
�0
8,232
50,874
98,250
157,418
262,079
357,880
484,470
592,299
732,977
853,943
1,009,956
1,145,259
1,317,951
1,468,889
1,659,715
1,827,690
2,038,218
2,224,745
2,456,667
2,663,383
2,847,360
2,994,037
3,083,858
3,176,374
3,271,665
3,369,815
3,470,909
3,575,037
3,682,288
3,792,756
3,906,539
4,023,735
4,144,447
$131,4T5,107
Developer
Capital
Contributions
$325,466
384,009
499,135
830,140
873,824
932,069
1,102,100
1,172,815
871,793
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$6,991,350
District 1
Bond Sale !
Date � AV at Issuance
12/1/2024
12/1 /2025
12/1/2026
1211/2027
12/1I2028
12/1 /2029
12/1/2030
12/1/2031
12/1/2032
12/1 /2033
12/1/2034
12/1/2035
12/1 /2036
1211/2037
12/1/2038
12/1 /2039
1211/2040
12/1/2041
12/1/2042
12/1/2043
12/1/2044
12/1/2045
12/1/2046
1211/2047
12/1/2048
12/1/2049
12/1/2050
12/1/2051
12/112052
1211/2053
12/1/2054
12/1/2055
12/1/2056
12/1/2057
67,99�,708
146,511,030
242,019,635
400,252,581
565,534,771
742,003,399
828,062,502
860,451,925
886,265,483
912,853,448
940,239,051
968,446,223
997,499,609
1,027,424,598
1,058,247,336
1,089,994,756
1,122,694,598
1,156,375,436
1,191,066,699
1,226,798,700
1,263,602,661
1,301,510,741
1,340,556,063
1,380,772,745
1,422,195,928
1,464,861,806
1,508,807,660
1,554,071,890
1,600,694,046
1,648,714,868
1,698,176,314
1,749,121,603
1,801,595,251
1,855,643,109
Potential
Bond Contract Tax
Principal Capitalized Total Account
Amount C01 UW Discount Interest Reimbursement Contributions
�4,005,000
4,585,000
5,765,000
9,520,000
10,015,000
10,675,000
5,305,000
1,985,000
1,565,000
1,615,000
1,660,000
1,715,000
1,765,000
1,820,000
1,885,000
1,940,000
2,000,000
2,060,000
2,130,000
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
10,000
$269,743
297,873
370,103
552,200
575,713
607,063
347,793
186,773
166,403
168,828
171,010
173,678
176,103
178,770
181,923
184,590
187,500
190,410
193,805
0
0
0
0
0
0
0
0
0
0
$7 Z0,150
137,550
172,950
285,600
300,450
320,250
159,150
59,550
46,950
48,450
49,800
51,450
52,950
54,600
56,550
58,200
60,000
61,800
63,900
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$2,1fi0,300
$360,450
309,488
230,600
380,800
400,600
427,000
212,200
79,400
62,600
64,600
66,400
68,600
70,600
72,800
75,400
77,600
80,000
82,400
85,200
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
738
$3,254,658
3,840,090
4,991,348
8,301,400
8,738,238
9,320,688
4,585,858
1,659,278
1,289,048
1,333,123
1,372,790
1,421,273
1,465,348
1,513,830
1,571,128
1,619,610
1,672,500
1,725,390
1,787,095
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
$0
8,232
50,874
98,250
157,418
262,079
356,688
463,583
494,853
509,698
524,989
540,739
556,961
573,670
590,880
608,607
626,865
645,671
665,041
684,992
705,542
726,708
748,509
770,965
794,093
817,916
842,454
867,727
893,759
920,572
948,189
976,635
1,005,934
1,036,112
District 2
Bond Sale I
Date �AV at
12�112fl24
12/1/2025
12/1/2026
12/1 /2027
12/1/2028
12/1/2029
12/1/2030
12/1/2031
12/1/2032
12/1/2033
12/1/2034
12/1/2035
12/1/2036
12/1/2037
12/1/2038
12/112039
12/1/2040
12/1/2041
12/1/2042
12/1/2043
121112044
12/1/2045
12/1/2046
12/1/2047
12/1/2048
12/1/2049
12/1/2050
12/1/2051
12/112052
12/1/2053
12/1/2054
12/1/2055
12/1/2056
12/1/2057
0
0
0
0
1,510,345
26,964,691
132,458,858
325,057,813
513,554,465
733,578,950
907,945,898
968,446,223
997,499,609
1,027,424,598
1,058,247,336
1,089,994,756
1,122,694,598
1,156,375,436
1,191,066,699
1,226,798,700
1,263,602,661
1,301,510,741
1,340,556,063
1,380,772,745
1,422,195,928
1,464,861,806
1,508,807,660
1,554,071,890
1,600,694,046
1,648,714,868
1,698,176,314
1,749,121,603
1,801,595,251
1,855,643,109
Potential
Bond Contract Tax
Principal Capitalized Total Account
Amount C01 UW Discount Interest Reimbursement Contributions
�o
0
0
0
0
0
7,830,000
11,790,000
11,420,000
13,280,000
10,610,000
3,750,000
1,760,000
1,815,000
1,865,000
1,930,000
1,980,000
2,045,000
2,110,000
2,180,000
2,240,000
2,310,000
2,385,000
2,470,000
0
0
0
0
0
0
0
0
0
0
rro,oao
$o
0
0
0
0
0
455,255
660,025
642,450
730,800
603,975
272,375
175,860
178,528
180,953
184,105
186,530
189,683
192,835
196,230
199,140
202,535
206,173
210,295
0
0
0
0
0
0
0
0
0
0
,745
�o
0
0
0
0
0
234,900
353,700
342,600
398,400
318,300
112,500
52,800
54,450
55,950
57,900
59,400
61,350
63,300
65,400
67,200
69,300
71,550
74,100
0
0
0
0
0
0
0
0
0
0
100
$o
0
0
0
0
0
704,700
707,400
456,800
531,200
424,400
150,000
70,400
72,600
74,600
77,200
79,200
81,800
84,400
87,200
89,600
92,400
95,400
98,800
0
0
0
0
0
�oa
$o
0
0
0
0
0
6,435,145
10,068,875
9,978,150
11,619,600
9,263,325
3,215,125
1,460,940
1,509,423
1,553,498
1,610,795
1,654,870
1,712,168
1,769,465
1,831,170
1,884,060
1,945,765
2,011,878
2,086,805
0
0
0
0
0
$71,611
$o
0
0
0
0
0
1,193
20,888
97,447
223,279
328,954
466,451
556,961
573,670
590,880
608,607
626,865
645,671
665,041
684,992
705,542
726,708
748,509
770,965
794,093
817,916
842,454
867,727
893,759
920,572
948,189
976,635
1,005,934
1,036,112
161
District 3
Bond Sale
Date
12/1/2024
12/1/2025
12/1/2026
12/1/2027
12/1/2028
12/1 /2029
12/1/2030
12/1/2031
12/1/2032
12/1/2033
12/1/2034
12/1/2035
12/1/2036
12/1 /2037
12/1/2038
12/1/2039
12/1/2040
12/1/2041
12/1/2042
12/112043
12/1/2044
12/1/2045
12/1/2046
12/1/2047
12/1/2048
12/1/2049
12/1/2050
12/1/2051
12/1/2052
12/1/2053
12/1/2054
12/1/2055
12/1I2056
12/1/2057
Potential
Bond Contract Ta�c
Principal Capitalized Total Account
AV at Issuance Amount C01 UW Discount Interest Reimbursement Contributions
0
0
0
0
0
0
0
0
0
3,501,807
40,877,764
229,636,295
437,704,362
685,076,002
912,969,729
1,064,906,709
1,122,694,598
1,156,375,436
1,191,066,699
1,226,798,700
1,263,602,661
1,301,510,741
1,340,556,063
1,380,772,745
1,422,195,928
1,464,861,806
1,508,807,660
1,554,071,890
1,600,694,046
1,648,714,868
1,698,176,314
1,749,121,603
1,801,595,251
1,855,643,109
$0
0
0
0
0
0
0
0
0
0
2,395,000
10,925,000
12,605,000
14,930,000
13,820,000
9,255,000
3,565,000
2,040,000
2,100,000
2,175,000
2,225,000
2,300,000
2,370,000
2,450,000
2,525,000
2,600,000
2,680,000
2,765,000
0
0
0
0
0
0
�fl
0
0
0
0
0
0
0
0
0
191,658
603,938
698,738
809,175
756,450
539,368
263,403
189,440
192,350
195,988
198,413
202,050
205,445
209,325
212,963
216,600
220,480
224,603
0
0
0
0
0
$93,725,000 $6,13fl,383
$0
0
0
0
0
0
0
0
0
0
71,850
327,750
378,150
447,900
414,600
277,650
106,950
61,200
63,000
65,250
66,750
69,000
71,100
73,500
75,750
78,000
80,400
82,950
0
0
0
0
0
1,750
$0
0
0
0
0
0
0
0
0
0
215,550
737,438
504,200
597,200
552,800
370,200
142,600
81,600
84,000
87,000
89,000
92,000
94,800
98,000
101,000
104,000
107,200
110,600
0
0
0
0
0
0
�ss,�ss
$0
0
0
0
0
0
0
0
0
0
1,915,943
9,255,875
11,023,913
13,075,725
12,096,150
8,067,783
3,052,048
1,707,760
1,760,650
1,826,763
1,870,838
1,936,950
1,998,655
2,069,175
2,135,288
2,201,400
2,271,920
2,346,848
0
0
0
0
0
$0
0
0
0
0
0
0
0
0
0
0
2,766
31,336
170,611
287,129
442,502
569,151
645,671
665,041
684,992
705,542
726,708
748,509
770,965
794,093
817,916
842,454
867,727
893,759
920,572
948,189
976,635
1,005,934
1,036,112
109,675
District 4
Bond Sale
Date
12l912024
12/1/2025
12/1 /2026
12/1/2027
12/1/2028
12/1/2029
12/1/2030
12/1/2031
12/1/2032
12/1/2033
12/1/2034
12/1/2035
12/1/2036
12/1/2037
12/1/2038
1211/2039
12/1/2040
12/1/2041
12/1/2042
12/1/2043
12/1 /2044
1211/2045
12/1/2046
12/1/2047
12/1/2048
12/1/2049
12/1 /2050
12/1/2051
12/1/2052
12/1/2053
12/1/2054
12/1/2055
12/1/2056
12/1/2057
Potential
Bond Contract Tax
Principal Capitalized Total Account
AV at Issuance Amount C01 UW Discount Interest Reimbursement Contributions
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6,089,332
130,229,879
334,724,801
608,406,301
866,876,712
1,082,477,189
1,237,750,286
1,301,510,741
1,340,556,063
1,380,772,745
1,422,195,928
1,464,861,806
1,508,807,660
1,554,071,890
1,600,694,046
1,648,714,868
1,698,176,314
1,749,121,603
1,801,595,251
1,855,643,109
�fl
0
0
0
0
0
0
0
0
0
0
0
0
0
0
7,615,000
11,920,000
16,505,000
15,670,000
13,075,000
9,450,000
3,930,000
2,370,000
2,440,000
2,510,000
2,585,000
2,665,000
2,760,000
2,840,000
2,925,000
3,015,000
3,110,000
3,225,000
3,335,000
$911,945,000
$0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
444,828
651,200
883,988
844,325
721,063
548,825
281,105
205,445
208,840
212,235
215,873
219,753
224,360
228,240
232,363
236,728
241,335
246,913
252,248
5fl
0
0
0
0
0
0
0
0
0
0
0
0
0
0
228,450
357,600
495,150
470,100
392,250
283,500
117,900
71,100
73,200
75,300
77,550
79,950
82,800
85,200
87,750
90,450
93,300
96,750
100,050
$0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
685,350
804,600
660,200
626,800
523,000
378,000
157,200
94,800
97,600
100,400
103,400
106,600
110,400
113,600
117,000
120,600
124,400
129,000
133,400
$�
0
0
0
0
0
0
0
0
0
0
0
0
0
0
6,256,373
10,106,600
14,465,663
13,728,775
11,438,688
8,239,675
3,373,795
1,998,655
2,060,360
2,122,065
2,188,178
2,258,698
2,342,440
2,412,960
2,487,888
2,567,223
2,650,965
2,752,338
2,849,303
$0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
4,809
101,206
229,623
401,691
546,758
667,236
748,509
770,965
794,093
817,916
842,454
867,727
893,759
920,572
948,189
976,635
1,005,934
1,036,112
129,551
Preliminary tinancingr Plan
co�rs�n-MMna
3% Infla6on
80.49 Total (Fs6ict Tax Rate
Princpa��amoum s7.dls.um s�1.ua.oaa St&so5�aao Sts�s70.000 S73.O75.aao �.450.00o i'�sao.000 st3m.aon p.rw.uw f2slo.aa� :7,58.1C(d tt.c65.oao u.7sa.00a itEl�.ma
C01 SC41.818 Sb51.A0 5�.988 S8C4.325 Y721.063 {548,825 #b7�705 f205.195 f1�b.890 #77,235 it75.8� SZ19.753 5724.360 i�78110
uwa,w�M sua�o zu�.em uss.�so u�a,ao sa�z�sa sze+.sm s++r,eoo sr,.�ao sn,zoo ns.aoo sn.ssn s�s,9so sezeon ses.mo
c�m��aime«e s�es,aw t�a.�o as�o.�m ss�,wo ssz3.000 ss�aaao s+s�.mo s9a.aao sn.wo s+oo,�oo s�m.aao s�a,eou E»o.+oo s»a,6ao
EatRdmbunementAmount Sfi,256,3/3 570.106,600 t74.465.%S 513,T18,775 SH.13B,688 i8.239.675 �,373.795 i1.99Q655 �060,360 SZ17L,065 ;1,188;778 ;2,258,698 51,312,410 ¢t,N;9fi0
EstRojMCasfReim6usrrrerrt E5,5f2,272 58.900.493 s�z,e�s,no 8fz257,835 8f0.2f3,i14 87,356,853 53,012,317 N,784,5f3 51,839,6W Ef,894,70f 51,953,730 $,0f6,�4 $2,09f,466 .f2,150.429
EstDewlopehlnferestAnpurt E744,150 ELT01,f0I E1,549,892 .f1,470.940 $1.?25.514 SB82,822 S38f,4Te y214.142 ffi20.753 $227,36M1 t234,448 E242,003 $130,W6 5258,53f
DahdDate 781/A39 7L12090 17J1R041 17f7�OqI tIN171M3 1?11fN74 77NI21M5 17/7R046 171U70Q 7717P.D18 77/7/2049 1Ltl1D50 i71V2057 1711lL�1
FrrtPrymentUaOe 3NI1W0 3N/1DN 3HftlM2 3NI7013 3HQ044 y7PL(WS y11NMi6 1U21167 3N/1WB 3HI2pi9 3HR050 3N�57 3H1205I 3N!!OA
FvatAl�vityDale �U2042 9N12092 9NI2043 9NIZOM 9NR015 YU2146 9HQ047 9V1QM8 9NI2049 9tilm50 9HR057 9H12052 9�iP1➢53 9H1205C
FmdMeturityDye 9F112065 9HROfi6 9112167 9/7R�68 9H/A69 9NlN70 9HIZ071 91UIOR Y712fA3 9N12074 9HRW5 9�11'LA6 9HYd177 9HlN78
AVffiI�awe 130,7[9.879 334.724.807 608.�06,307 8fi6,876,712 1.OB7,177,189 1.?37.750.�86 7.301.510.741 7.340.56.063 1.3�.T71,745 7,4Y1,795,978 1.464.861.808 1.SOB,807.660 1,554.W7,8911 7,600.691.Oq
UireqDe�Wele 58Ah 5.8496 5.9Fk 5.91% 586% 5.79% S.fieY 5.55% 5.47% 5.27% S73% 4.98% 4.84% 4.W%
Rffiad7 (YM) N N Y V Y Y Y Y Y Y Y y y y
C�ifalized6M1aest(Years) 2 1.5 1 1 1 1 7 1 1 7 1 1 1 1
In[erenRne �.7�G 4.SPY, �.00% 1W14 lW% i0P% �Odx l�0§L a000.c ems, ama. �rnc �rvx. .n,.�.
2039 7AM0 2047 2042 71M3 A44 20#5 2f116 2047 7W8 21199 2050 20.57 20.52
2S/.006 _ ' _
342,675 402,300 - -
522.675 801.9W 495.i50 -
52#.575 804.475 1.055.2110 470.700
526.025 801.875 7,054,400 1.OD7,80U
527,0� 803,825 1,058.000 7.001.800
ST7.575 805.700 1,055.�0 1.001.200
522.675 805�700 i,O58.OW 1.005.000
527.550 805.625 1�054.400 1.003.WU
526.750 804.675 1.055,200 7.005.400
525.500 803.450 1.055,200 1.002,OW
523.800 807.350 7.059.400 1,W3,000
526.�0 803.575 1.057.6W 1.003.200
523,825 SlN.9W 7.055.OW 1.W2.600
525.55U 805.325 1,056,600 i.001,2�
szs,soo eoa.aso �.os�,�oo i,aoa.aoo
526.975 803.475 1.056,800 1,000.800
526,675 806.ZIq 7.�5.400 7.OUt,eW
525.700 &1Z800 1,056.000 1.001.eW
524,650 803.500 1,059.400 1.U05,8110
526,725 803.075 7,054.6W 1.003.600
523.50D 801.525 1.058,800 i.W5.400
524.6W 803.850 1,056,600 1,901.000
ssa.eao eoa.sn �.oseaoo �.ao�.soo
524.100 804,450 1.058.4W 1.003.80D
522.500 802.725 1.�/,200 1.005,BW
- 8(M.650 1.054.600 7,001.400
_ _ 1,055.�0 1,005,8�
- - - �.aat,sw
�2,250
�&�
835.900
837.400
838.800
834,600
835.000
834.600
839.000
837.400
835.20U
e��.4o0
838.800
834.900
839.400
838.400
836.600
&'�,OOD
835.900
e�.000
835.600
839.2110
836.fi00
838.000
a3s.zoo
a3i,�ao
283.SW -
603.000 117,900
604,W0 252.200
604,6W 253,40D
604.800 249.400
604,6� 250,400
604,�00 251,200
603.000 251.800
s�s,soo zszzoo
604.600 252,400
607,21q 252,400
606200 252,ZOo
605.800 257.800
606.800 257.200
so72oo 250.400
6W.�0 249,4W
606.21q 253,200
608.8W 257.�0
fi02,8W 249,8�
605,200 252.800
606.800 250.400
602.600 252.SOD
fi02,800 249,BW
so�,zao zs�,sao
s�.soo zs�.000
so3.zan zsa.aoo
- zas,�oo
71,100
799.8fq
752.6�
150,2IXi
152,800
150,2110
�szsao
149,800
752.W0
154.000
1 W.8IX1
152,G00
754,200
iW.WO
+sz000
153.2(10
154.21ID
150.000
150.800
151.400
151.800
,sz000
,sz�
is�,aoo
751.400
150,8U0
73.200
157.6W
i55,N10
757,SW
155,200
�s�.sao
754.800
157.W0
159.000
156,000
157.800
154,400
156,000
ts�.aoo
753,6�
154,8W
155,8tq
156.W0
157.200
757,600
�s�.eoo
isz,eoo
157.800
757.-000
756,800
�ss.o�
75,300
ifi0.400
163.000
160,400
isz.eoo
160,000
162,200
159.20U
761.200
158,000
159,8IX1
761.400
162,8�0
759.000
ifi0,2D0
167,200
162,000
162,600
158.000
�sa.auo
tse.soo
158.600
158,4W
163.000
�sz,zoo
761.200
n,sso .
763.400 79.950
766.000 171,6W
��.aoo �ss,roo
7&5.6W 171.400
167,800 766.600
164,800 170.800
1%,800 172.800
763.600 769,6W
765.400 171,400
767.000 173,W0
163.400 169,400
164.800 170.8�
166.000 172.OW
767.000 766.OW
167.&q 169.OW
163.400 169,&ID
164.000 170.400
iw.400 no.soo
�sa.soo iii,000
164,fiW 171,000
164.40U 770.800
164.006 770,400
ia.aao �ss,eao
767.600 769,OW
�ss.aoo �n.aoo
- 771,600
82.8�
ns.aoo
m,aoo
175,000
m,�
779,200
776.000
in,e�
174,400
176.U00
m,noo
178,6W
174.600
175,800
176.400
m,000
m,sau
m,eoo
m,soo
17I.400
m,aoo
�7s,aoo
175.600
na,soo
778.400
176.800
a�,za
��t.sa
180.8b
�sa.oa
780,Oq
182,001
ie3.sa
780.401
182,001
isa.sa
179.601
180,8q
181.8b
182.601
�ea.za
�aa.sa
na.ea
i�s.�
179.�01
�a�.aa
�e�za
�az+�
181.4IX
5802IX
783.8IX
182,OIX
E13.2(16.081 520.499.7W $26.410.750 25.550.500 E21.378.OSU 575.408,100 $6,4�6.900 $3.&i4.700 $3.978,200 $4.089.900 ¢4,212,1W E4.344.950 $4.500.�0 $4.629.4aC
No[es
*COI i�ludes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond Appliwtlon Report Costs, afM misceilaneous issuance costs
���
CWe Ru�eh - AllOiatrfcia (RoWP1
3%lid6cn
50.49 TOW 0"mkicf Tm Re b
� i�Hr�s imlpn {fiqtrt� 1'si.i0 1Slf.rii IB�i.9� lels,Ne exn� �Bpq95y W9,6m y%6,6U i1.&B,99p SL�,1W 51.f6qQ9 51.119,9]5 fl,%;!W 11.1q.� fl.ayfn Sf�q115 111iLi10 fMS1t1 �Spy
NM.15o S1A.550 i1T{95o f�,Wo Rb4�50 K'Miw WoSa SilAxSo {A9.350 fM4B5o 51:6.f5o iW1.1W S�.9ro i556,950 55v.tao l�I.tm F�.�`-0 �H19.300 PoR3oo i5H,A0o SIf1.48 ft56.A1
W.i.dnw.a SSRuo Yfw.a¢ tm.wo 3w4am Sioo.wo Mxt.000 ia4� trts.aao �i&�oo Ss%eao Sm4m �sa.ao ica.zoo VKsao 5m2No St„0.m Si.tus.mo �oe.000 Sem.1w i�.mo i�s.wo S�n.cn
F.NdMunemWAmwN f3,151,858 53.9tl{OW 51,9M.318 58,301.IW $B.]3B.i]8 �,310.�8 jf1.Ot1.06t SN}$153 {11.Ifil.188 {1j8Y{1}� S1i,55t,0.O S11,b},Ii! 51;99,L1� i14�.'118 S1q1ID,iI5 5f1,551,Sh0 ;i8,m6,%B 519,614� StAa�#+ SI5,0%.6A Si1.W1,5l3 A.)S6,N
FRPrtj if�R�vmrnJ 52Bi).310 f]3fltD8 t(45g%D SI,Iff.%1 31.9U1.99B bftL2092 S$I&,II) SHIdll?d 514�.� fH.564,Aii E11.184.586 Ef},49(�] Sf$455336 Ef1,3]!0%l E1d3&i918 S1S39R� S1�fi0q1pL S1),`�,dM S1I,ll6jU S134fi145 S14R9�N0 iE��S,@
EtLNdiqe✓khe.iNmsx S]8I,i1B SI54]51 SSt(]8! f�q138 J.C+q210 E%fl&5 t1.XG)Y S125¢S8B if,l'A,NO 5f.38)I91 51.361,(!t df.59)6t6 EU9((d1 Sf.Tt4� ElGWI51 Ef.!5C.6A St�S6t6 51,ID(1)6 f20q&1 Ei,bf],p5 51.2�W dlR,Idi
P lDYe 1tMRJ1i itM/!OE iLVID16 1N1MZI 1L121fl 11MINE iLVM3U 1NVM1 itIllM3t iLIft093 1Lfldp[ 18VA35 iNllID18 f]MfBn itMYN99 iLllVA 1]lIfAO 1]IVA11 181iIDR t]ll!!01] tt/IP[pM i]IIRp1
iMP 1meM0ek 311ROt5 9HIdlt6 31111YII 3flfIDs 311IMH 3MINY1 31i�31 LllAIli 911R03,i 311/311< 811Gp5 9flIl46 3111M1 11lA38 9HfME y�nao NR061 311OW3 9XlAp Y1(!W/ 3HI1W5 SYfAiI
fYMY9�^klDri 9!1/D]i1 94llOP 9MIDT/B 911lIDE 9MR69B 9HRRi1 9111/0l2 9flI8YSi 911(A91 911IB35 9'ifAI6 9'VMII ANRUA &ItLI� 9i1Y1010 911lP11 &1IAOt 9XQd9 9YROM 9MIA15 9fIIA18 91VIW
finYYtlmMYOse &1(lM0 &�(A51 9f1IA51 9'10Mf MI(t65/ �IR059 9X0156 lMI.MT 9MYA58 91Vd6B 9MRW0 9Y1p31 LIIRO! 9'1lN6/ g11ID65 SI(IDh4 9°IROfl SllMR 911IN69 &IROA 9'IlYIl1
Y1f1f51
at� 4i.cva.�te
1�l11.¢fo fI;OR.6E oo.]fi581 snAritt6 �}e4me MOfn.�W 1.1Ava.rn tnclafa Ismm�fas imr���ia ii�.rman ��yTM�u. �r.�r.�.. ...w�...,. ,,...-..... ....,w ... .......... .....�... ........... ...,....... .._._'.
At1 11Yl5 ID18 ]GD Mffi MH MA ]IXtl m31 ID93 3IX14 ID35 a136 1M/ }p�g AS IDW IDH 1BIi SOtl t011 SOlS
1�.1� _ _ . . _ " " _ " . . . _ . _ ' _ _
f�.]15 1l�1.iM _ " " " - _ ' ' ' " _ " _ ' ' ' " "
ll5.]8 311.�5 I%G950 . " _ _ _ " _ _ ' ' " " " ' ' " "
ZI5.�0 3a4fi0p 3]D.WO �B5,9p " _ _ _ _ ' ' _ " ' _
2]4150 306.815 3]D.Oro 610.900 3W./5� _ . . " . " " _ . _ _ _ " " .
1I6.Ye5 306,9]5 3�.X0 611.910 6W.600 3i0.250 ' " " _ " _ ' ' " _ " " " "
216,R5 311.IW 3W,ZpD 6pi.0pp 61f,OW fie1,PJp dZl.413 - . " ' " " _ " " _ ' " _
Z16,W0 311,Y6 36T.OW 601.2M1 6{I,IXA 6A1.800 689.55D 413.]50 . ' - _ " ' " " " ' " '
Z16,A0 310,215 3)O,fiW 6f2W0 619.W0 686.]➢0 8I4,%0 991.pOp 3�.Yp ' " _ " " ' " " " ' "
i]5,5/5 3091� �'iB.NO 611.i00 GE,900 6B5A00 98f.fP5 9@.800 831,Aro //4850 . _ ' " " " " " _ "
2]/.125 301.900 3�.000 610.WD fi43.W0 683.l00 BB1.60 Br5.000 &?1,elq Yt.800 N&931 - " ' " ' " " _ "
98.650 31t.3l5 369,W0 fiW,dO� 641.ffiA 68f.d0� 881.66 88/,efA 8}B,dID 3,1.4� 093,5I5 53;� " - " " ' _ " '
9i.115 309.4W 36/.00D 61f.1W E9.600 60I,�0 8�.950 8M.800 830./W 951.fi0D 916715 1.�.TIS N3,9pp . ' _ " _ " _
Il5.3/5 30J.�'10 3�,X0 6[6.� 6/2000 68G,400 BA.Gb 8B1,Iro 831./W 956.]00 951.t0U I.�.WU t0E1� 556.950 ' - "
ilB.IW 3[9.R5 3]I,Uro 610.Wp 6E3.Bpp 68Zdro 8]/.�U 851�OA B31.d00 955.pOD 95f,B]L I.�1,915 1,REOfq 1.192,W0 511,1W - - .
215.9]5 306.900 361,IW 60/.ZM1 610.00D 6&1,400 880.U6 BB1,100 836.�0 9533W 950,(]5 1.084./W f,�.800 1.189.6W 1.tY1.BW 650.136 -
DB,.'RS 308,8]0 368.600 fi61�(11 6p.9W 683.800 B144A 819.000 &lf.UW 9'd,B00 953.I50 1,OLVOm L@]7� f,18G,Oro 1.121.OW 1,18T¢!5 Gffi.�0 " ' _
T15.715 310,]50 3W.4W 6p9,6pp 6pt.Wp 6&;,6pp 882,1t5 g95,ppp p'g.�p g5zWp gd5.yp i3OA6,]50 1.IXGW0 1.19f,90P 1.1]8,600 1,3�0I5 1.1I8100 619,SOp
2]6,900 311.]9 3�.BW 6ro,10� fi40.Wo fiB1.8]0 eTIXb 88200D 83i,�0 951,800 953.f50 f,OB6.625 1.031.800 1,19fi.Wp 1.125.Ip1 1,13,7Fv 1.7ffiTIS 1,151AW fiW.300 .
I141i5 311.dL �.800 6Ql.�U p9.6p0 fi81.IW BBt,l15 86G400 Bt9.8p0 A51,.'Yq 95C,T/5 f.�p.G6 1.IXiBp00 1,tID.B00 1.13f.200 1.366.66 1.�lA15 1M1,tOp 1.405,d00 5Yt,9pp
R3.900 3a6,9W 3�.400 61f�110 6p.Opp 6&.IW 9]9,t5p gqttppp gJ1.40D 953,Ba0 9q9.415 t.OBB.'S� 1.OD,IIp 11�.0p0 1.116.Np 1.3.8.4E i.t96y6 1,A8.BW i.dld,IW 1.113.t00 41I.150
9d,150 306.]JS 36B,6W 6'b,Oro 614W0 68f.600 881.� BB1.�0 B3L.1W 952W0 949.0/5 t.fBU�O 1.IXVA� 1186.40� 1.it0.6W t.Rb.t]5 tA�?m 1.M8.000 1.IW,2N 1f15.600 891.W0 156i
D4,550 31f,2D0 3A.Po0 611,100 61;60� 6&.20p 6)i.R5 8]B.A00 6tl.Ap 95p.5pp 91�.�p i.OB6,515 1.Lpf./0o 1.188,000 1.111.LW 1.364p]5 1,�93.SOp 1.13,6W 1.IO9.40p f.i132(U BBB.lIp 516.1
P4.2W 3�.950 3]4800 6P/.600 61B,B]II 68/.000 881,050 0B1.W0 831,W� 95;8W 955.B9p 1.�f6/5 1.tt11.100 1.iS�,6W f,t}1,1p] 1.36I.950 1,�115 1,41B4OW 1.410,Np f,1NiZpl 891.4W 553,i
218,4W 3�8,150 3fiB.FA 608,4W G9.40� 681.000 BB2.P15 B�.]ql 835.W0 919.000 952525 1.OBSA]5 1.R11./W 1.i8B.1W 1,1D.2W 1,310.550 1.�./15 1,191,fi� f.405.800 1,111.]tq BB9.BW SNI
TI6.YL5 311.1W 311.000 608.40D 66.T'XI 6B3.1p0 8]9,9l5 BB},PoO 9&,1pp 951.qpp 9dg,d25 1.OBB.IW 1.031.600 1.181,W0 1.11J.OW 1.36f,900 f,�3.15p 1,419,10� f.4f07W 1,11fi.800 BB3,0.�p vW,!
� �PS 36I.�D 60],6tl1 fi43,20p 6B1.W0 Be�]51 BBt,�D 834,ppp 95g.Wp g10.5Y.r t.�S,Ub t.R4,60D 1.189,B09 f.tt5.100 1.H/,IW f.]B6,550 t.45�90p t.d08.9W t.tttpOp BB9.21p 516,1
- - 3�p11 611.9ro 641)Ip 6B1,IDI1 B�T)5 9)9,glp g5.5pp 951.8]0 9I],WU 1.C85.550 iW6pW 1.1911W 1,12[,140 1,361.450 1.ffi1,315 1./51.00U 1,470.60p 1.110,40D BSi.� SR,i
� - - fiWF]0 50.t,dW fi85,eq1 BBI.SOD 8�000 831.400 953.800 YA.fi50 1.084.TI5 1,PB,AW f,f�./OD 1111,21q 1.361.425 1.�9.t0U 1.455.000 1,406.600 1,1137� 491.000 SO.(
' " " ' 69,690 60iGro 8]9.C6 Bflt.p00 BID,OpO 949.800 947p]5 1.08/.I00 1.¢B4OOp 1.190.600 1.119,W� 1.365.YA i,]&1.3]5 1.N],6W 1./Ofi.60D 1,115,490 893./W 551.E
- � " " " 68t.]0p 881.050 86{B00 03D.Bpp 95i.g]p 9lg.y5 I.OBI.tOD 1,P�.0p0 t.1B3./OD f.121,fi00 1.3%.OW 1�96�50 f.451p10 1,i1510p 1.Ii6,fi0U 690.OW 595,E
" ' - " " - 6/6.1]5 BBf.1p0 B�qD 953.qpp 95;&50 1.OB4]00 f,0ii,00� 1.190�00 1.124200 1.3�.5]5 1,AB.015 1.4N,]�0 f.102.fifiapp I.It6,&p 891.000 519.1
" ' - " " " " eR.EO� 832.&U 550.�0 950.9t5 1.OBtJ15 1,031,firo 1.1W.400 1.11L.6W 1.361.4i5 1.]BB,ZW I.MBZ00 I.Vb.OJp 1,118,OW 891.20 SI;fi
' - " " " " - - dV,OW 95200� 953.8]5 f,049,8]5 I.IXS.000 11B6�Op 1.119.800 1.E/,1W 1.]ffi.BW 1.4555pD 140B9q1 t,ttd2pp B9q6pp 515,E
- " " - " " - " ' 956.8�0 953.�0 I,�gE i.�plp 1,t�pq1 1.125.800 1,Tb.e511 1.ZBByOU 1,45120p t.N/,200 1,tI6./OD &91.1DD 518,C
- " ' _ " " - " - _ 952.400 i.0&i3W 1.Ob.fi00 i.iB),ero 1.115.t00 1,3P19C+ 1.�6215 1.NSA00 I.d99,RW 1.f1].400 8%.8�0 511,9
- - - - ' - - " - - - 1,a45,1]5 1.IX13.UW f,192,iro 1,IZi,2lp f.�f,Nq 12&i,tE 1.153,iW I.N1,800 f,1i12(q BBB.dOP 516]
- " ' - ' " ' - - - " " 1.IX19900 1.1&AW f.124.8W f.31fiW i,190yA f.G1.Op0 1,ILe,Z110 1.1f0.6W B69.Iap 5f1.0
" - " " ' " - - " " - " ' �.f85.6W 1,1T4B� 1.3q.2V f.HOYlS f,15B4O0o 1.410.9PJ 1,1f3,N0 BB9.4pp 51I.]
" ' ' ' " - - " - - ' " " ' 1,1Z1,IOD 1.3"il,lUO 1.�,250 1,650p00 1./OS.Bpp 1,11d,dW 893.4W 551.8
" " - " " " ' " - ' " ' " " " 1.S'i1900 1.18/.13 i,MS,dro 1.4�.fiW 1,1f9.2110 &96.2U 515.fi
" _ " ' " " - " _ " " " " - " " f.�B250 (4NAW 1,406.4W 1,117.dW BBI,BW 5u.0
" - " " " " - ' " " " " - " " - - 1.115fiq1 1.411.40D 1,i18.tW 883,6�0 SII.B
' " " " ' " " - ' " " ' " _ ' " " ' 1.4031� i i19.900 BBB,1m SN,a
" . � - - � . " - . _ ' - . - . " _ " 1,11B4O00 886.800 545.9
" ' - " _ " - - " " " " - " ' " _ " ' - AA1.000 516,0
. . _ . _ . _ _ _ . . . _ _ _ . _ _ . _ . sia,e
SI,151,311 38.11&56 lR6Fv.050 i15,932,300 516,8111.a'Vq 511.915.`.AO ST1,90�8f9 {]3,131,)W SPi.19,900 St5.025,]pD g14.0fG�98 y�8.5ii,]61 {y.f00,:00 531,f]1,140 518.35.559 S>G311.169 XN.121,V15 S3/5�1.`vOD 33.I1Z3W SR5.58D,45� {19.W39W 510.�1,2i
waes
'COI intludc estimahd legal Fees, FA Fees, Ratm9 Fees, Prinling, Diubzure Gunstl, AG Res, TCEQ Fees, BonA ApP��otion Report Costs, anE miscellaneous iswance castr
Preliminary Financing Plan
Cole Ranch - MMD 1
3% InN�ion
$0.49 Tofal Dis6ict 7ax Rafe
mnapa�artwunt k.aw.WU f4.585,UUp f5,765.OW {q570.ttln it0.P15.006 iFqST�ppp 55.3�.000 51.985,000 S7,S65,OD0 51,515.W0 N,8B0,000 is,i15.00o L5.785.000 ifE�p,{pp
C01 5��7'13 5�7�873 5370.703 �557,30D t575.i13 i607,063 f397,74t N86,7T! 51fi6.403 51�,818 5771.010 N73,6/8 5776,703 ;778,T/0
UWDIacwM 5120�150 i737.559 E171,950 5�5.600 57�0.450 f��80 51��150 f37.5� Wb�950 5�,450 t�.� 557.�.0 §52,950 S`+<.60D
c�w�eee �...� s�saaso s�os.+ee sz+o.sao s�eo,eoo s+oo.sao s+n.000 mz,mo s�.sm sezeoo sea,eao sss.eoo sse.�oo s%soo sn.eao
E.r.na�,rsemaar�won s:tzsa.sse z+.ea.reo sa.ss�,sae se,ao�.eoo se,rie.z+e s9.�o,ces s+.ses.ese s�.sss,na s+.m9.ae s�.a�,�aa s+.an,r�o it��,m stass.sae 57.573,830
EsGAojedCostRa�MusemeM .t2,867,5� Xi.383,339 .54,q58,5W 37,411.964 57,80/,998 $8,321,042 $4.094,5f6 ;f.481.499 Ef,150,935 Sf,190,288 $f,225,705 5f.26B,993 E1,�.34b E1,351,634
EstDevelopeYslyderasfAmourt Si87,1fe EAi6,751 $534,78T 5889,A� 3936,240 5998.645 $491,342 ;177.780 8f3Qii2 Sf4z835 3f47,085 Ef52,279 5157.002 E162,f86
DaEedDffie 1111Ym24 1?17R@5 711111026 1D72027 77111TDffi iT1712029 1TfiP1IXi0 77/112031 11/7f2032 11N12at3 17/7RIXi{ 1111ltIXi5 71/112036 ib1R037
FntPeymentDafe 3N12Ot5 3flHOt6 3i'1/a7P 3NR028 9H2@,9 371YLO:iO 3NI2037 3Hf1032 3HI2ai3 3HYLUi4 3HIMl5 3HPm36 3HIID37 3H/m38
FuathhturiryDate 91VZOZ! 9ttY1@I gryl2pye g1f2029 9NPm30 9HI1031 9/112032 9H/d133 9HYt�i4 911I2035 9HPta16 91fl1037 �7Plai8 9NIZ039
Flnd Mffiuily Date 9R/2050 9NI2�1 9�7I1052 9NI2053 9NPID51 9NROu 91fl1056 9NYp57 g1U2058 9112059 9t1l1D60 g11Z067 9N12062 3NII1163
AVat�sauance 67,99D.708 1�6,5N.03U 212,079,635 400,25;581 565,534.P7 742,003,399 828,06;502 B60.I51,925 886,Z65,i83 91Z653,/4B 900,239,051 %8.416,?73 997.499,6W 7,OZ7.424,4
OirxtDehtWtle 5.89% 5.86% 5.9376 5.92% 5.90% 5.85�. 5.785: 5.66% 5.53% 5.39% i.M% S.1ffh 4.9596 4.87%
P.M�d7 {YM� N N Y Y Y Y Y y y y y y � y
CapifWized IMane jYe�nj 2 7.5 1 1 1 1 1 1 1 1 1 1 7 f
hRaes[RYe �.Sdx �.SPA �.00% 4.00Ya AOD96 4.W% lW% 1.00°G lW%_ lflQiG 40PF 4.00Ye 4.0096 1.00%
2024 2025 3026 7D27 Affi 71YL9 �IXiO 2lK47 2032 �(4'�t 2064 20.t5 2W6 7IKf7
735.tfi9 ' ' _ '
780,125 154.744 - ' '
Z75.715 3N.325 172.950 - -
275.950 306.600 370.600 285,600 -
96,450 �6,875 370,OOD 670,800 3pp,q50
276,725 306.925 369,2W 677.600 &40.600
276,775 311.750 3fi8.200 607.000 641.OW
rrs.�o a».�a 3s�.�oo so�.zoo sai.aao
276,200 370,275 370.600 67ZOOD 6qp,�0
275,5/5 3� 368.8W 677.200 639.B00
274.725 307.900 366.800 61QOW 6q3.600
278.650 371.375 369,W0 608.4U0 661,800
277./25 309.400 367.0� 611.400 G/9.60U
275.375 307200 369,2W fi08.BW fi42.000
z�a,aoo a�,ne 3n,000 s�o,eao saa,eoo
95,975 306,90D 367.400 607200 640.OpU
Z78.325 308.800 368.800 606,2(b 690.800
2)5.225 370.250 369,40U 608.600 641,000
T76.900 311.250 369,800 608.400 640.600
278,125 311.800 369,800 607.600 63y.8pp
Z73.800 306.900 369.400 677.200 fi43.000
274.450 306.T75 368.600 609.000 640.600
274.550 311�tq 367,400 617,2W 64Z60p
274.200 309�950 370,800 fiW.fiW 638.800
278.400 308,250 368,600 608.40U G19.400
T76.925 317.700 37t.000 608.400 63g.Z(p
- 308,275 367.800 6W.600 643.200
- - 3ss,xoo sn.000 sa�.zoo
' ' ' 608.4W 693.40U
' ' ' _ 679.600
320.250
saz000
sateoa
686,200
685.000
683,400
b87,400
684.OW
666.000
saz,aoo
6�f,4W
683,800
683.800
sazeoo
681,4W
684,400
681.600
683.200
fi84.000
68A,000
683,200
681.6�
saa.zoo
fiB5,800
681.400
sBt,200
tssaw
��.�
337,Nq
342.000
341,400
340.600
339.600
338.400
�a�,a�
340,400
338.400
341.20D
�aa,�ou
340,800
337.600
339.200
340�900
347.200
347.6U0
347.600
341,2�
�no.aoo
339,200
337.600
340,600
338.000
s�.sso
124.40D
127.600
125.600
126.600
126.400
729.2q0
�zs.eoo
129,400
12Q8W
129,2110
�zc.nau
128.600
725.600
127.fiW
124.400
126.200
127,8(10
729,200
125.400
t2e.sao
727.600
128.400
129,000
124.400
124,800
46,950
102,600
tO1,W0
99,400
97,80(I
W 7,200
99.400
97.600
100.800
98,800
im,aoo
99,600
70T,4W
100.0�
97,�0
100,200
,oz�o
99,800
102,0�
�s.000
tO7.OW
97.800
99,600
101,200
102,600
98.800
48,450
104.600
10.1.000
707,490
104.BW
703.000
101.200
104.4U0
102,400
ios,aoo
703,200
106,000
103.6W
101.200
103,800
ioi,zoo
f03,600
705,800
�m,soo
704.800
101.600
1ai.400
7�,OW
101.400
,ozaao
�oa,aao
49.800
106.4W
104,8W
108,2tt1
706.400
100.600
107.800
705.800
�oa.aoo
706.600
104.400
107,21W
104.800
107.40U
ian.eao
7o7,zoo
104.400
�os.sao
106.600
105.400
1W,Zlq
103.800
105.400
ios.soo
�oa.000
704,000
57,450
106.600
>>z000
110,200
108.400
777.6W
109.800
im,coo
170,600
108.400
fl7,T00
108,BW
111.400
ioe.soo
+�tzoo
t08,400
�m.soo
7W.6W
109.600
717.400
108.W0
109.600
m.000
n�,zao
708,200
709.200
52,950
»o.eoa
N4.000
172,2W
710,400
tt3,60U
m.eoo
714,60D
172,400
175,2W
++zeoo
115.400
nzaoo
175,200
„zaao
ii4.600
771.600
113,6W
710,400
172,200
N3.800
ns.soo
n �,aao
712.600
773.fi00
t14.400
�.�
117,80
116.00
719,20
117.40
tis,aa
116.4Q
176,2q
719.OG
116.6p
114.2q
iis.ea
114,21M
ns.sa
118.Bq
115.Bp
177.8p
774.6q
716.1q
118.001
i�a.aa
175.8IX
777.00(
118.OIX
11&�
114.4IX
56.946.144 E7.886.979 $9.398,750 E15.517.fi00 E16.327.250 $17.402.0.50 $8,650.550 53235.55p 32.551,550 E2,632.85D 52.705.200 $2.795,650 $2,8795`� E2,967200
NOteS
"COI includes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond pppliwtion Report Costs, and miscellaneous issuance costs
IPreliminary financing Plart
Co/e Ranch - MMD 2
3%In6etion
$0.49 Totd Dis6i�Tar R�e
P�incipel Amount
C01
UWDiscount
CapiW¢ad Intrrat
Esl Reen6utsanxnlAmouM
EsG ProjcwtCost Rei�emeM
EsL DeiM� trderes7 R�nrn+f
MI�dV�Oe
FlrstPa�[ON�
flrst Ww�itr OW�
Final Nahrity 4aBe
AVat�suance
DiretlD�61 RWa
R�Nd7(YM}
capiwitm uae.eu m.�.�',
srp.w.ma s�t.no,eoo fl�.am.000 f�a,zao,ono sta,sto.000 ss.rw.000 s+.rcu,oeu si.aii.aae siacs,00a ssew.000 s�.�ee.aoo sto+s.aao u,no,ew rt,tea.a
Sa`S,Y55 �60A�+ Sb41M`0 5730,800 NA3,975 u71,375 ;175,860 5178,548 f78B.9ii 5184.105 51�,5� 5189.663 S19z815 L7%yi
i174.900 Siii.780 5�.�0 5398.400 S71&�0 5711500 SSY.MIO S54.e50 54`+,�i0 S'+7�900 538.400 561.33U i�.�0 S65A�
i/00.700 S7U7.IOB S/SBABB 5�1��0 S�L�00 5150.OD0 S76.M0 {72,680 574�600 57I.200 i79.m0 581.800 Sb4A�D i87.7M'
56.435.745 {70.066,875 59.978,750 511.6f9.W0 F9,1W,3Z5 j3,275.725 51.460.940 ft.5W.123 i1.553.498 51.670.795 51,654.870 57.77;166 51.769.165 S1,ffi1.1i
.E5,669,731 $B,990,087 SB,909,063 $f0,374,843 SB,270,826 52,870,617 $1.304,fi1 31,347,899 51,387.051 81,438,2f0 Ef.4T/,563 E7,528,I21 $1,578,B79 E1.634.9i
E765,414 51,078,808 b7,OB9,088 $1,244,957 E992,489 .f344,478 E156,529 5161,724 5f66,496 $172,583 fiT/,308 E183,447 5189,586 E196,f9�,
1711YL030 1LtII031 17/712032 7717@033 11HI2034 77HI2035 11/1!l036 77Hf7B37 77HI3038 1?17I1039 111f2W0 7L7YL0/1 1?HYl042 IL1Y104
3H12037 3M/2032 3HI2033 311(2030 31iCN35 31f1Yi136 311I103T 3HI2038 711Yl839 3NPmA0 3fl1ID01 31'11209t 3NYLM3 3HI204
9NI2033 9PoT073 9HIt0'i4 91112035 9NYL036 9Nit037 9IiI2038 9PItIa19 �I@010 9M12067 9HYM42 9t1/�043 911120/4 9PI/m!�
MU20% 9f112057 9NI2058 9HIm59 9ffYmfiO 9ff12061 9H@062 91112063 9HYlU64 917Yd165 9NR066 91IY1067 9H/TU68 9t1@pp,
132,458.858 325.05f,873 513.551.165 733.5/8,950 907.915.d% %8.q46,Y23 997.499.fi09 7At7.4t4.598 7.056,247,336 1.089.9%.756 1.177,694,59E 1.158,375;136 7.197.066.699 1�26.79
5.91% 6.09% GO4% 5.98Yo 5.97% 5.84Y 5.68% 5.54°G 5.4Mro 515% 5.11% 1.%% 491% 0.67%
N Y Y Y Y Y Y Y Y Y Y Y Y y
2 15 1 i 1 1 7 1 1 1 1 1 7 1
207� 1031 2032 2U13 �3! �35 2036 1037 2038 2039 2040 2041 2043 L193
7031 264,263 ' - - -
2032 352,350 353.700 - _ _
70T3 537.350 756.600 342.600 _ _
2036 539.625 755,200 731.800 398.400 -
2N5 546.250 753.400 730.800 851,200 378.300
�6 541.025 756,2W 729,400 848.400 679.40D
ZIXi1 541.350 753.400 732.600 850.200 679.200
246B 541,715 755.200 730,200 851.400 678.600
7639 540,650 756.400 732,400 852.000 677.600
2M0 539.625 752.000 729.000 852,000 681,200
2041 538.150 752200 73i1,200 651.400 679,200
P042 541�25 756.80D 730.�0 850,200 676.800
2043 536.625 755.fi00 730,806 648,400 679.W0
2041 540,5T5 753,800 730,200 851,000 680,W0
2045 541�850 756.400 729,W0 847.800 68L600
20d6 542.450 753,200 732,200 849.000 677.000
2047 537.375 754,400 729.600 849.400 6T/,000
2048 541.850 754.800 )31,400 8A9,000 881.400
2049 540.425 754.qW 732,400 847.800 680.000
2050 536,325 753,200 732,600 &50,800 678,000
2057 540,556 756,200 732,000 852.800 680,900
2052 541,675 753,200 730.800 848.800 6P,OOD
2053 542.3W 754.4W 733.400 849,�0 678,000
2054 547,825 754,6W 73(IQ00 846100 678,200
2055 540,450 753,8� 731,200 851,406 677.600
2056 538.175 757.000 731,200 848,400 681,200
2057 - 754.000 730.200 849.40D 678.8p0
� - - 733.200 849,200 680.600
2C69 _ _ ' 852.800 fi81.400
xpp _ _ ' _ 681.200
21161 _ _ _ _ _
�52 ' _ _ ' _
p53 _ _ _ _ _
7p61 - _ _ _ _
itY.S . _ _ '
112,500 - - ' - ' _ '
240.000 52.8qi _ - _ ' _ _
241.400 710.400 54,450 - ' ' ' _
237.600 113.800 117.600 55,9W - - - '
238.800 112,000 115.800 719.600 57,900 - - -
239.800 170,Z00 774.000 117,800 7Y1.200 59.40p - .
240,600 773,400 777z00 12i,000 125,400 124,200 67,350 -
24120U 111,400 115.200 719.000 723,400 127.4W 137,800 63,3W
241.600 114.400 178200 772.00U 721.A00 iZ5.400 129,800 134.400 &'
241.860 112,200 776,000 119,800 124,400 128,-0W 732,800 137.400 13i
247,800 775.000 113.800 117,600 172.200 126.200 130,660 135,200 tAf
247.600 172.600 N6.600 120.400 125,000 729.OW 133,406 133,W0 13f
241,200 170,200 114200 178.000 171.600 726.600 131.OD0 135,800 14(
2-00.600 112.800 116.800 120,600 725,200 724,200 728.600 133,400 73F
239.800 195,200 114,200 118.W0 722.600 126.800 131.200 136,0� 141
238,8D0 712.400 716.600 120.400 125.000 729200 128.600 133.400 13P
237,600 714.600 118.800 717,600 122,200 126.400 131,000 135.BW 14C
241.200 117.600 115.800 118,800 124,400 128,600 133,200 133.000 13E
239.900 113,600 117.800 121.800 121.400 125.600 130.200 135200 190
237,�0 110.400 774.fi00 118.600 723.400 127.600 732.200 137,200 147
240200 112,200 116.400 720.400 725,200 124.400 729,000 734.OW 139
237.600 113.600 178.�0 117,W0 127.&10 126,1AU 130,800 135.800 740
239,800 115,200 714,400 N8,600 123,406 727,800 132,400 737,400 737
241.fi00 iN,400 115.800 720.000 724.800 729,200 128.800 733.800 139
238,000 712.600 177.000 121.200 126.000 125,400 130,200 135,200 140
239.200 713.600 118.000 717,200 172.W0 126.600 131.400 136,400 ibt
- N4,40U 178.800 118,200 123.000 127.600 132,4U0 737,400 137
' ' 114.400 119.000 123.800 128.400 133,200 133.200 138
' ' - 719.600 124.400 129.000 126.800 134.000 739
- - - - 124.800 124.400 129.400 134.600 140
- - - - - 724.&10 129,800 135,OD0 740
- ' ' ' ' - 130.000 735.Z00 740
_ - ' ' ' ' _ 135.200 140
' ' _ _ _ _ ' _ 140
$13,563.738 $19.720.100 $18.620,000 $21,648,400 $77.299.300 56,111,100 $2,872,200 32.960.450 $3.039.150 $3.147.900 §3.2T6.8f10 $3.331.950 3.440,300 $3.556
No[�
*COI includes estimated Lega� Fees, FA Fees, Ratin9 Fees, Printing, Disdosure Counsel, AG FeeS, TCEQ Fees, Bond Application Report Costs, and misceilaneous issuance costs
Preliminary Financing P/an
Cole Raneh-MMD 3
3%IMiation
$0.49 TotalOistrict Tax R�e
PrincN�Amount SZ.395.00D i10.925.000 i1t6P5.707 is0.936.W0 slsA17A0o 59.255.OW 57.565.000 fP.W0.ai7 s7.1Ba.� i�,l�soao u.���,000 sL.'�.vuv ix.xrv.vuv i�
C01 5141.858 i6D7.�X18 Sb98�738 5�.775 5156.450 S`+�.768 f2b3.10S 5789.4i0 5192,350 5795.988 5796.N3 57PY.050 52US.4Q5 t
UWOiccount f71.850 S3Z7.750 t378,15U 5497,900 5474.600 5277.650 5706.950 S61�B0 SGi.000 565.250 ifi6,750 f89.000 p1.700 �
CapW6zedlnterest 5215S3U 5177.�36 L`+�4�280 5�7�0 f�`� 5770�00 5742,60U 581.600 564.000 i87.OW 5�7.000 i92.000 S�.BW 9
EriReimW�rsemantAmount 57,9'15.943 f9,P55.8'75 SN,0T3.913 573,075,725 57�0%.150 16,067.783 53A52,098 L1.707.7fi0 S'1.760.650 51,8%,763 S1,t7U,SM 57.936.950 57.998,655 Y/
EstRajectCostRedn6ursdnerd $1,688,�5 E8,154,956 59,842,779 Ei1,674,754 EfO,&)0,134 $T,203.3T7 EZ725,042 37,524,786 Ef,572,009 87,837.Q?8 i1,670,391 81,729,4P0 Et,784,573 E7
EstDevelopefslnlerasfAnrount $Y27,867 81,f00,919 81.181,133 E1.400,97f $1.T96,016 $884.405 E327.005 5182,974 Sf88,841 1195,725 ST00,447 E207,530 $2l4,f42 S
DYedDafe 1D7@034 7111Yl0.15 7717Y1036 77/11ID37 1711@038 1L'11ID39 1&fYlOAO 1LIR041 1L712012 17t1Y�3 17NRBl4 1LIYL045 iL112M6 1
FastPaymmtDMe 3NI2035 3F1YL98'i 3HYl037 3HYLU38 9Ni2IXi9 3H120M 317/AI7 3fVA42 3HPlW3 3Hl20/4 3NR045 3HI2046 �'i12047
FustMrturilYDrte 91111897 9NYL037 9HY1038 91111039 9NtYW0 9HIt041 9HI10/2 9NIIW.i 9H12044 9Ht�1i 9H2O96 9HYL047 9tt12048
RnalMaWrilyUate 9M12B60 9H12B61 9HPL062 �11206I YIYL066 9NYL065 9NF2066 9NR067 91111068 �1Yl069 9H/i070 91112071 9N110T2
AVatksuanca 40.8T7.781 1]9.636,M5 437,704,36i 6BSp76.002 912,9�,719 1.864,906,709 t.tYt,�4.596 1.156,i75.l36 7.791.Ofi6.699 1,126.7%.fiB 7,163.602,661 1.301,510.747 1.�90.SS6,Op 1`
D'ueeUDebtR�Go 5.86% 5.8096 5.92% 5.92% 5.�% 5.8]% 5.12% S.Sb% 5.45% 531% 5.16% 5.02% 488%
Rated? (Y1N) N N Y Y Y Y Y Y Y Y Y Y Y
capitaraeamtenst�Yaars� z 1.s 1 1 7 7 t 1 1 1 1 1 7
2034 2035 2036 7837 2038 2839 2040 1M1 M4Y 2043 204t 1045 ZU16
80.837 _ _ ' ' _ ' _
107.A5 368,719 ' - ' - ' -
162,775 736,625 378,150 - - - - -
165.300 735.fi00 804.200 447,�0 ' ' - '
167.600 734.125 807.200 957.2(10 A74.6W ' - -
164,675 737,200 804,600 95f,800 882,806 277,650 - -
166.750 734.fi00 SO6.W0 957,800 884.600 585,200 106,950 -
163,600 736,550 808,000 957200 685,8U0 597,200 717,600 61,20q
165,450 737,625 808,800 956,000 886,400 592,000 229,200 137,60D
167,075 I38,425 809,000 954,200 886,400 592,400 230,600 729,600
763.475 738.350 808,600 956.800 885.800 592,400 726,800 132.�0
164.875 737.fi00 807,600 953.W0 884.600 592,000 YLB.000 130.4�0
166,050 736,175 806,000 954,800 662,800 591,200 719,W0 728,200
167.000 739.075 808,800 955.200 885,400 5�,000 229.80U 731.W0
ifi7,725 736,W5 805,800 954,800 887,200 593,200 230,400 128,600
763.725 737.400 607,200 953.�0 883.200 597,000 225.800 137,200
163.725 737.825 807,800 956.fi00 883.600 593,400 226,200 128.�0
164.000 737.350 807,�0 953.�0 883,200 `.n�,200 226.400 131.000
164.050 735.975 806,600 954.800 887.�0 591,fi00 226.400 733,200
763.875 736.700 804,800 955.�0 884.800 592,400 226,200 130,200
163p75 735,300 807,200 954,200 886,800 592,fi00 715,800 132,200
167.850 736,OW 608,600 957.400 882.800 592,200 230.200 129,OD0
766,775 735.575 804.000 954.400 883.W0 591,200 Y19.20D 730,800
165.475 739,025 808,�0 955.400 882.200 594,600 YL8.000 732.400
163,950 736.125 807,000 955,2W 885.400 592,200 726.600 128.800
167,200 737.100 804,400 953.8Q0 882.400 594.200 230.000 730,200
- 736.725 805,800 956,2W 883.400 590.400 228.00U 131.400
' - 806.000 957,2(10 883,200 591.000 230.800 132.400
' ' - 956.800 886.800 590.800 7l8.200 133,200
- - - - 884.000 594,600 230.400 128,800
- - - - - 592,800 227,2D0 129.400
_ ' _ _ _ ' 718�800 729.800
' _ _ ' ' _ _ t30.00U
63,000 _ ' - -
134.000 fi5,250 - - -
137.000 137.000 66.750 - '
134.800 140.000 144,000 69,000 -
132.600 137.800 747,800 147,000 71,700
135.400 iAl1.fi00 141.600 149.800 149.800
133.000 136,200 142,200 147,400 75Z,600
135.600 140.800 139.8W 145.000 150,200
733.OD0 136,200 142.400 147,fi00 152,800
135.400 140.600 144.800 150.000 150,200
132.600 137.800 742.000 147,200 152.W0
134,800 140.000 749.200 749.400 149.800
138,800 137,000 141,200 146.400 t52,000
133,fi00 139.000 793200 148,400 754.000
735,400 740.800 140.000 145,200 150,800
732,000 737.400 141.800 147,000 152.�0
133,600 139. W 0 143.400 148,600 154,200
135.000 140.400 144,800 1d5,000 750.600
136,200 147.600 747.000 746,400 152,OOU
132,200 137,600 142,200 147,600 153,200
133,200 738.fi00 743,200 146,600 154Z00
��a,aoo �as.�oo tta.aoo �as.aoo �w.aoo
134.600 140.�0 144.600 145.000 150,800
135.000 140.400 140.000 145,800 751.400
135,200 790.600 740,400 146,000 151,800
135,200 140,600 140.600 14620� 152.000
- 140.400 140.600 746.200 152,0�
' - 140.400 146.000 151.800
- - - 745,600 751,400
- ' ' ' iW,800
SA.75A.556 ;18.790.044 $20,546.950 $24,337.500 #2�,528,200 $15.087,�0 $5.812.550 E3,325,800 3,423,200 $3.549.050 Xi.623.950 $3.745.6W 53.864,700
Notes
*COI includes estimated Legal Fees, FA Fees, Rating fees, Printing, Disclowre Counsel, AG Fees, TCEQ Fees, 8ond Appiication Report Costs, and miscellaneous issuance costs
EXHIBIT I- FORM OF DEVELOPER REIMBURSEMENT AGREEMENT
EXHIBIT I
DEVELOPER REIMBURSEMENT AGREEMENT
This DEVELOPER REIMBURSEMENT AGREEMENT (the "A�reement") is made and
entered into effective as of the _ day of , 2020, (the "Effective Date") between
SLF II COLE PROPERTY, L.P., a Texas limited partnership (the "Developer") and COLE
RANCH IlVIPROVEMENT DISTRICT NO. 1 OF DENTON COUNTY (the "District"), a
conservation and reclamation district and political subdivision of the State of Texas created
pursuant to Article III, Section 52, Article III, Section 52-a, and Article XVI, Section 59, of the
Texas Constitution and an Act of the Texas Legislature codiiied at Chapter 3981, Special District
Local Laws Code (the "District Act"), and operating under the District Act, and Chapter 375,
Local Government Code. (The Developer and District are sometimes hereinafter referred to
individually as "Party" and collectively as "Parties".)
RECITALS:
WHEREAS, Developer is the owner of and desires to develop the 3,169.4296 acre tract of
land (the "PropertX") more particularly described in Exhibit "A", attached hereto; however, as of
the Effective Date, the Property is not served by adequate water, wastewater, drainage, road,
landscaping, park, and recreational facilities, and such facilities are not otherwise available to the
Property; and
WHEREAS, the Property is located within the corporate limits of the City of Denton (the
"Citv"), and within Water Certificate of Convenience and Necessity No. 10195 and Sewer
Certificate of Convenience and Necessity No. 20072, each issued to the City (collectively, the
"City CCNs"); and
WHEREAS, District was created during the 86� Regular Session 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 of, including but not limited to, the acquisition, construction, improvement,
financing, operation, and maintenance of water, wastewater, drainage, road, landscaping, park and
recreational facilities; and
WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(1) of the District
Act, the City has adopted Resolution No. 20-762, dated April 7, 2020 (the "Consent Resolution"),
consenting to the creation of the District and to the inclusion of the Property in the District; and
WHEREAS, the land within the boundaries of the District as of the Effective Date, and as
they may be adjusted from time to time, is hereinafter sometimes referred to as the "District
Area"; and
WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(2) of the District
Act, the District and City have entered into an "Operating Agreement", effective April 7, 2020
(the "Operatin�Agreement"), that provides for: (a) a general description of the Improvement
Projects that may be financed by the District; (b) the terms and conditions of the financing of the
Improvement Projects; and (c) the operation of the District; and
Page 1
WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(3) of the District
Act, the Developer and the City have entered into a Project Agreement, effective April 7, 2020
(the "Project AQreement"), relating to various aspects of the development of property inside or
outside the District Area; and
WHEREAS, unless otherwise specifically defined herein, all capitalized terms used in this
Agreement shall have the meanings ascribed to them in the Operating Agreement; and
WHEREAS, the Developer wishes to proceed with development of the District Area in
phases; however, the Parties acknowledge the District does not have funds currently available to
fund the acquisition and construction of the Improvement Projects to facilitate such development;
and
WHEREAS, Developer has paid certain costs related to creation of the District (the
"Creation Costs"), and certain operating and administrative casts of the District, and pursuant to
the terms of this Agreement is willing: (i) to advance or pay on behalf of the District certain
monies needed to pay for the ongoing costs and expenses for the operation and administration of
the District including, but not limited to, director fees, insurance premiums, bookkeeping fees,
legal fees, engineering fees, inspection fees, auditing fees, fees to operate and maintain certain
Improvement Projects, and all other similar fees and expenses (such costs collectively with the
Creation Costs, the "District Operatin�Costs"); and (ii) to advance or pay on behalf of the District
all monies to pay for all portions of the Improvement Projects that are necessary for development
of all of the Property, that are eligible for reimbursement from the District; and
WHEREAS, the District hereby requests Developer: (i) to advance or pay on behalf of the
District certain monies to pay for District Operating Costs; and (ii) at such time as Developer
determines to proceed with development, to advance to or pay on behalf of the District all monies
to acquire and construct the Improvement Projects; and
WHEREAS, Developer and the District acknowledge that development within the District
Area would not occur but for this Agreement and the performance by Developer and the District
of their respective duties and obligations under this Agreement; and
WHEREAS, in order to induce Developer to advance or pay on behalf of the District
monies for the purposes set forth above, the District represents it will: (i) conduct electic�ns for the
approval of the resident electors of the District of the authorization of bonds (the "Bonds') for
Improvement Projects and District Operating Costs; (ii) issue and sell, from time to time (and at
the earliest possible time pursuant to applicable law, the rules of the Texas Commission on
Environmental Quality (the "TCE "), and the provisions hereof and of the Consent Resolution
and the Operating Agreement) Bonds in multiple issues and secured in whole or in part by ad
valorem taxes levied on land within the District; and (iii) use the proceeds from the sale of the
Bonds to reimburse Developer; and
Page 2
WHEREAS, Developer is only willing to advance on behalf of the District monies for the
purposes set forth above based on the obligation of the District to issue and sell, from time to time
(and at the earliest possible time pursuant to applicable law, the rules of the TCEQ, and the
provisions hereof and of the Consent Resolution and the Operating Agreement), the Bonds and to
use the proceeds from the Bonds to reimburse Developer; and
WHEREAS, the District represents it will proceed with the issuance and sale, from time to
time (and at the earliest possible time pursuant to applicable law, the rules of the TCEQ, and the
provisions hereof and of the Consent Resolution and the Operating Agreement), of the Bonds and
is obligated to issue and sell, from time to time (and at the earliest possible time pursuant to
applicable law, the rules of the TCEQ, and the provisions hereof and of the Consent Resolution
and the Operating Agreement), the Bonds to reimburse Developer subject only to: (i) satisfaction
of the conditions set forth in Section 5.2 of this Agreement; and (ii) the performance by the
District of the acts set forth in Section 5.4 of this Agreement; and
WHEREAS, the Parties acknowledge they are entering into this Agreement to implement
the purpose of the Operating Agreement, and this Agreement is subject to the terms and provisions
of the Consent Resolution and Operating Agreement; and
WHEREAS, the Parties each represent to the other that it may enter into this Agreement
pursuant to authority provided by the Constitution and laws of the State of Texas, particularly the
District Act and Chapter 375, Local Government Code.
NOW THEREFORE, FOR AND IN CONSIDERATION of the mutual promises,
covenants, benefits and obligations hereinafter set forth, the District and Developer contract and
agree as follows.
ARTICLE I
MAINTENANCE AND OPERATING COSTS
1_l. The District has incurred and will continue to incur District Operating Costs which
will be paid from: (a) revenues from the District's M&O Tax; and (b) revenues from Assessments
levied by the District; and in the case of (a) and (b) in aggregate, will not exceed $0.49 per
$100.00 assessed valuation; and (c) revenues from any other legally available source (collectively,
the "District Revenue").
1.2. In order to ensure the timely and orderly administration of the District's operations,
including the discharge of its obligations hereunder, Developer shall advance to the District, from
time to time, the amounts, if any, by which District Operating Costs exceed District Revenue.
ARTICLE II
DEVELOPER OBLIGATIONS
2_l. The Parties acknowledge and agree that the only improvement projects that may be
financed by the District are those Improvement Projects described in the Operating Agreement.
Page 3
Accordingly, the obligations of the District hereunder with respect to the acquisition, construction,
and financing of public infrastructure to serve the District Area, including reimbursement of the
Developer, are expressly limited to the Improvement Projects.
2_2. From time to time Developer shall advise the District (a) that Developer desires the
District to proceed with the construction of a phase of the Improvement Projects and (b) that
Developer is prepared to advance to the District monies for the construction of such
improvements. Thereafter, the District shall acquire, construct or otherwise cause the construction
or acquisition of the Improvement Proj ects in the manner provided by the District Act, the general
law for conservation and reclamation districts and in full compliance with the applicable rules and
regulations of the TCEQ, the provisions of the Texas Water Code, the Consent Resolution and the
Operating Agreement, the ordinances and regulations of the City, Denton County, Texas, and all
other regulatory bodies having jurisdiction over such construction or other acquisition.
2_3. Plans and Speci�cations.
(a) Plans and specifications for Improvement Projects shall be prepared by the
District's engineer or other engineer selected by Developer and approved by the District (the
"District En i�"). Unless otherwise agreed by the District and Developer, each engineering
design contract shall reflect the District as the "owner" of the Improvement Projects; however, the
District Engineer shall cooperate with the Developer regarding the design and bidding of the
Improvement Projects. Each contract shall provide that final design of the Improvement Projects
shall be subject to review and approval by the District Engineer and the District, which shall not
be unreasonably withheld or delayed. All monies due the District Engineer relative to the design
of the Improvement Projects shall be due and payable solely by Developer, subject to
reimbursement by the District as provided herein. Any contracts entered into by the Developer for
the design of the Improvement Projects shall be subject to review and approval by the District, and
each contract for Improvement Projects shall include the provision attached hereto as Exhibit B
acknowledging that the District shall not be liable under such contract for any payments
whatsoever.
(b) The Improvement Projects shall be designed in accordance with the standards and
specifications of the District, the City, the County, the TCEQ, including, but not limited to, all
rules and regulations applicable to the construction of improvements such that the District can
fulfill its obligation to reimburse Developer as provided by this Agreement, and any other agency
having or hereafter acquiring jurisdiction. The design and sizing, including the location of stub
outs and/or terminati�n points, of the Improvement Projects shall take into consideration the
anticipated development of other land in the District so that the District Area will be provided with
adequate water, wastewater, drainage, road, parks, and recreational facilities of consistent quality
and on the most economical basis. In addition, the District may require a phase of such facilities
to be sized in order to co-ordinate the construction of the facilities with similar facilities necessary
to serve other property within the District Area.
(c) Construction of the Improvement Projects shall be subject to the periodic review,
inspection, and approval by the District, which approval shall not be unreasonably withheld or
Page 4
delayed. Developer shall pay the District Engineer for inspections of that portion of the
Improvement Projects subject to inspection by the District a fee not to exceed 2% of the costs to
construct the Improvement Projects, which fee shall be payable monthly commencing on the date
which is 30 days from the commencement of construction of the Improvement Projects. The
Developer shall also pay to the City the review and inspection fees of the City for review and
inspection services provided by the City or its agents for the construction and installation of
Improvement Projects.
2_4. Provision of Improvement Projects. The District shall cooperate with Developer
and take all steps necessary to facilitate construction of the Improvement Projects including, but
not limited to, causing construction drawings and plans and specifications to be prepared,
obtaining all necessary governmental approvals, and bidding and awarding a contract or contracts
for the construction, installation or other acquisition of the Improvement Projects, all at the cost of
Developer. Developer shall not initiate the bidding for construction of a phase of the
Improvement Projects until authorized by the District, which authorization shall not be
unreasonably withheld or delayed. The District Engineer shall be responsible for bidding each
construction contract and all bids shall be received at an office of the District Engineer. District
contracts shall be subject to the competitive bidding requirements of Section 375.221, Local
Government Code. Developer shall be solely responsible for all costs and expenses related to
such bidding, design and construction of the Improvement Projects, subject to reimbursement by
the District as provided herein. Unless otherwise agreed by the Parties, all of such contracts shall
reflect the District as "owner," but Developer as "guarantor of payment" under the contract, for all
Improvement Projects. No contracts shall be let for the design or construction of the Improvement
Projects ��itkiout the approval of the Developer. Any contracts entered into by Developer for the
design of the Improvement Projects shall be subject to review and approval by the District.
No change in the final plans and specifications for Improvement Projects shall be effected
or permitted except pursuant to written change order approved by the District. Such change orders
shall clearly state changes to be made and the increase or decrease in costs effected thereby. It is
understood and agreed that any change orders are subject to the rules of the TCEQ.
2_5. Payment of Costs. Developer shall make, in a timely fashion, either (1) all
payments on the contracts awarded by the District for the construction or other acquisition of the
Improvement Projects, including engineering and consultant invoices or (2) advances of money to
the District in amounts sufficient to make all such payments. Payment shall be made by
Developer only after approval thereof by the District Engineer. Such contracts shall provide that
the contractor shall look solely to the Developer for payment of all monies due for construction of
the Improvement Projects. Developer shall, within 60 days after making any payment, provide
copies to the District of all invoices and certifications recommending payment together with
copies of all cancelled checks (with all such documentation clearly describing the Improvement
Projects to which the documentation applies).
2_6. Lienholder Releases. In the event Developer borrows the money for the acquisition
or development of the Property or to make payments for the design and construction of the
Improvement Projects (or otherwise desires to place a lien on the Property), Developer agrees to:
Page 5
(a) notify the District in writing of the name of such lender; (b) obtain from such lender, and
deliver to the District, written releases and/or subordination agreements, in a form reasonably
satisfactory to the District (which reasonable satisfaction shall be evidenced by written
acknowledgement), evidencing that such lender has not taken a lien on any portion of the
Improvement Projects and that in the event such lienholder should foreclose on any portion of the
Property, such lienholder shall not have any title to the Improvement Projects; (c) obtain from
such lender, and deliver to the District, written releases, in a form reasonably satisfactory to the
District (which reasonable satisfaction shall be evidenced by written acknowledgement),
evidencing that such lender has not taken a lien, pledge, or any other interest in this Agreement or
to any right, title, or interest of Developer under this Agreement except for the right of Developer
to be reimbursed under this Agreement; and (d) obtain from such lender, and deliver to the
District, the written acknowledgement of such lender, in a form reasonably satisfactory to the
District (which reasonable satisfaction shall be evidenced by written acknowledgement),
acknowledging and agreeing that should such lender, or its successors or assigns, take title to any
portion of the Property, that such lender, and its successors and assigns, shall take title subject to
the terms and conditions of this Agreement.
2_7. Easements and Sites. Developer shall cause to be dedicated to the public all
easements, sites, and rights-of-way necessary for the installation of the Improvement Projects
within the District Area in accordance with Sections 4.05, 4.07 and 4.09 of the Operating
Agreement. All costs related thereto shall be paid by Developer and be subject to reimbursement
pursuant to and in accordance with applicable rules of the TCEQ and as provided herein.
Developer may retain the right to grant other easements within any easement granted to the public
(but not within sites granted in fee or rights-of-way granted to the public) or to cross any such
easement, as long as such rights are limited to providing for the installation, operation and
maintenance of any improvements that benefit the District, do not unreasonably interfere with
access and maintenance of public infrastructure within the easement, and comply with all statutes,
ordinances, rules and regulations.
2_8. Records. Developer shall keep accurate records itemizing and separating all costs
relative to the portions of the Improvement Projects eligible for reimbursement by the District.
Within 60 days after the date of the District's receipt of the District Engineer's certificate of
completion for each portion of the Improvement Projects, Developer shall deliver to the District
copies of all records reasonably requested by the District to evidence that such portion of the
Improvement Projects constructed or otherwise acquired by Developer is subject to reimbursement
by the District. Such records shall include but shall not be limited to, contracts, requests for
payment, engineer's recommendation for payment, and cancelled checks (or other evidence of
payment if approved by the TCEQ). Following its delivery of such documentation, Developer's
obligation regarding maintenance of its records shall be limited to maintaining its records in its
normal course of business; provided, however, Developer shall not destroy such records for a
period of not more than 36 months.
2_9. Further pocumentation. Upon completion of any portion of the Improvement
Projects, Developer shall cause to be executed any additional documentation reasonably requested
Page 6
by the District to evidence the District's ownership of the Improvement Projects free and clear of
any liens, including any acknowledgment from any lienholder on the Property.
ARTICLE III
CONVEYANCE AND MAINTENANCE OF IMPROVEMENTS
3_l. Conveyance of Improvements. The Parties acknowledge and agree that upon
completion and acceptance of any portion of the Improvement Projects, the District shall convey
such Improvement Projects to the City. All Improvement Projects shall be used to serve the
District Area to the fullest extent necessary.
3_2. Maintenance and Operation. Except as provided by law or the Operating
Agreement, upon acceptance of title to Improvement Projects by the City, the District shall be
relieved of any further responsibility far maintenance and operation thereof. The District shall
continue to be responsible for the maintenance of landscaping within road right-of-way and Park
Improvements in the District Area.
ARTICLE IV
ASSIGNMENT OF REIMBURSEMENT AMOUNT
4_l. Conditioned Permitted Assi ent. Developer shall have the right to assign,
pledge, mortgage, transfer, or otherwise encumber all or any portion of the District
Reimbursement Amount (hereinafter defined); provided, however, that any such assignment,
pledge, mortgage or other transfer or encumbrance (an "Assi mg nent") shall be effective as to the
District only upon completion of the following: (a) the execution of an acknowledgement of
notice by the District to evidence the District's receipt of notice of such Assignment; and (b)
District receipt of a copy of the Assignment as recorded in the Real Property Records of Denton
County.
4.2. Convevance of Propertv. In the event Developer sells, conveys, ar otherwise
transfers ownership of any portion of the Property (a "Sale Tract") to any person or entity (a "New
Owner") other than a homebuilder or an end-user homeowner, prior to such conveyance
Developer shall require New Owner execute a joinder (a "Joinder") to this Agreement
(whereupon, New Owner shall be the "Developer" under this Agreement with respect to the Sale
Tract, and Developer shall be released from any further obligations under this Agreement with
respect to the Sale Tract). Each such Joinder shall provide for the allocation of the maximum
amount of the District Reimbursement Amount between the Developer and the New Owner, and
the maximum amount of the District Reimbursement Amount payable to the Developer and all
New Owners shall never exceed the maximum amount of $350,000,000 in the aggregate. Such
Joinder shall be effective as to the District only upon completion of the following: (a) the
execution of an acknowledgement of notice by the District to evidence the District's receipt of
notice of such conveyance; and (b) District receipt of a copy of the conveyance and Joinder as
recorded in the Real Property Records of Denton County.
Page 7
4�3. Reliance. The District shall be entiiled to pay any sums due or to become due
under this Agreement in accordance with the most recent Assignment or Joinder with respect to
which the District has executed an acknowledgement of notice as required hereunder, and the
District's records with respect thereto shall be deemed conclusively correct. The District shall not
be required to pay any sums due or to become due under this Agreement unless the party claiming
such right to receive such sums can prove to the satisfaction of the District compliance with these
requirements, and such pariy's rights thereto.
4_4. District's Rights. In the event any litigation should arise with respect to rights to
any monies due or to become due under this Agreement, the District shall continue to have the
obligation to issue Bonds to pay such monies, and, at the District's sole and absolute discretion, to
institute a bill of interpleader in any court of competent jurisdiction to determine the rights of the
parties to such monies. No assignment or other transfer by any party of its rights or obligations
under this Agreement (even though the District may acknowledge such assignment or transfer)
shall constitute a waiver by the District of its rights under this Agreement; and all parties to this
Agreement acknowledge and agree that all assignments or transfers shall be subject to the
obligation of the assignees or transferees to be bound by the terms of this Agreement.
ARTICLE V
DISTRICT REIMBURSEMENTS
5.1. District Reimbursement Amount.
(a) As part of the consideration for the Parties entering into this Agreement, the District
shall reimburse Developer for monies advanced or paid by Developer that are eligible for
reimbursement by the District, plus the maximum interest allowed by TCEQ rules, including, but
not limited to, (i) monies advanced or paid for District Operating Costs, but not to exceed the
maximum amount of $4,000,000; and (ii) monies advanced or paid by Developer for Improvement
Projects. However, the total amount that the District is obligated to pay Developer pursuant to this
Agreement (the "District Reimbursement AmounY') shall not exceed the maximum amount of
$350,000,000 in the aggregate. The District Reimbursement Amount shall be paid in accordance
with the provisions of this Agreement, including without limitation the conditions set forth in this
Article V, from Bond proceeds or other legally available District funds as permitted by the
Operating Agreement. The District Reimbursement Amount shall include all amounts allowed by
state law and rules of the TCEQ under its then current rules including, but not limited to,
engineering fees, reports, studies, land costs, easement and right-of-way costs, organizational and
administrative costs, legal expenses, contract costs, all construction costs, and interest on the
monies expended by Developer through the date such monies are paid in accordance with this
Agreement.
(b) In the event (and to the extent) the TCEQ determines, in reviewing any Bond
application, that any portion of the District Reimbursement Amount may not be reimbursed or
interest paid under the rules of the TCEQ, then the District Reimbursement Amount shall be
reduced as required by such rules. Subject to Section 2.8 of this Agreement, Developer shall
provide the District with such information and documentation as the District may reasonably
Page 8
request to enable the District to calculate interest and verify payments. In the event there is a
disagreement between Developer and the District as to whether an expenditure or advance of
money by Developer is owed hereunder or eligible to be reimbursed under state lavv or the rules of
the TCEQ, the District shall include such amount in the Bond application and shall provide
Developer with the opportunity to submit information and appear before the TCEQ in support of
the reimbursement. The District and Developer shall be bound by the decision of the TCEQ.
(c) If reimbursement for any portion of the District Reimbursement Amount is not
subject to the rules of the TCEQ, then the District shall reimburse Developer the maximum
amount allowed by law and the rules of any state agency having jurisdiction over such
reimbursement, including the office of the Attorney General of the State of Texas (the "OAG").
The District shall always be obligated to pay Developer the maximum amount allowed by then-
current applicable law and rules and regulations of the TCEQ, but not to exceed the maximum
amount of $350,000,000 in the aggregate.
5.2. Sale and Issuance of District Bonds.
(a) The District hereby agrees to proceed with the sale and issuance, from time to time
(and at the earliest possible time), of the Bonds in multiple series to reimburse and pay Developer
the District Reimbursement Amount as provided by this Agreement. However, the District and
Developer acknowledge and agree that the District shall not issue more than $395,000,000
aggregate principal amount of Bonds to pay the District Reimbursement Amount. The District
Bonds shall be secured by District ad valorem tax revenue (other than the Contract Tax) and any
other revenue other than Assessments.
(b) The obligation of the District to sell and issue Bonds for such purposes is subject to
the following conditions: (i) approval by the TCEQ (when applicable) of the issuance and sale of
the Bonds; (ii) a fmding of economic feasibility as set forth in Section 5.4 hereof, (iii) compliance
with the District Act, Consent Resolution, Project Agreement and Operating Agreement; (iv) the
receipt of a bid and awarding of sale of the Bonds by the District; (v) approval of the Bonds by the
Attorney General of the State of Texas; (vi) registration of the Bonds by the Comptroller of Public
Accounts of the State; and (vii) the receipt of the proceeds from the sale of the Bonds. The
District shall fully cooperate with Developer to cause the foregoing conditions to be satisfied. The
District has a continuing obligation to issue and se[1 the Bonds until Developer has been fully paid
the District Reimbursement Amount, subject only to the performance of the additional actions set
forth in Section 5.4 of this Agreement.
5_3. Order of Payment. Unless otherwise agreed by the District and Developer, the
District shall include in each Bond application the first monies advanced by Developer pursuant to
this Agreement that have not yet been reimbursed by the District.
5_4. Bond Issuance Activities. In connection with the issuance of the Bonds, the
District shall promptly perform the activities described below. The District shall fully cooperate
with Developer and shall complete such activities so that Bonds may be issued at the earliest
possible date and the District can fulfill its payrnent obligations to Developer as provided by this
Page 9
Agreement. The District shall not take any action (or fail to take any action) that may or will
reduce any amount owed to Developer pursuant to this Agreement or that may or will delay or
impair in any way the issuance of any Bonds or the prompt payment to Developer of the amount
owed Developer under this Agreement.
(a) Call elections within the District for authorization by the resident District electors
to issue the Bonds from time to time in amounts and within terms sufficient to reimburse
Developer for costs of acquiring and constructing the Improvement Projects necessary to serve all
of the District Area, and $4,000,000 of District Operating Costs.
(b) Apply to the TCEQ (when applicable) for approval of the issuance of the Bonds at
such time as Developer requests, and upon the District's financial advisor determining that it is
feasible for the District to issue the Bonds. A Bond issue will be considered "feasible" if (i) it can
be amortized with a debt service tax rate compliant with the Benchmark Tax Rate limitation of the
Operating Agreement, based upon existing values and projections of future values located within
the Property in accordance with the TCEQ rules and the Operating Agreement, (ii) meets the
applicable requirements of the Consent Resolution and Operating Agreement, and (iii) otherwise
meets the requirements of the TCEQ and OAG. Developer may request that the Bonds be issued
in more than one series, provided that the District shall not be required to issue any series of
Bonds in an initial principal amount of less than $1,000,000 unless it is the last series of Bonds to
be issued by the District pursuant to this Agreement. At such time as the District submits each
application to the TCEQ for approval of the issuance of any Bonds, the District shall notify
Developer in writing of such bond application (and upon request of Developer shall immediately
provide a full and complete copy of such bond application) so that Developer can verify that the
District is in full compliance with the provisions of this Agreement. In no event shall the District
be required to begin the process of issuing any series of bonds (whether or not TCEQ approval is
required for such series) until such time as the District's financial advisor determines that such
issuance would be financially feasible.
(c) Promptly sell the Bonds after obtaining TCEQ approval (if applicable).
(d) Obtain the OAG approval of the Bonds.
(e) Obtain registration of the Bonds by the Comptroller of Public Accounts and the
State of Texas.
( fl Pay Developer in accordance with this Agreement promptly after the closing of the
sale of the Bonds.
5_5. Developer Obli ations. Developer agrees to cooperate with the District in the
preparation of each Bond application and to provide to the District all documents and information
reasonably requested by the District: (a) in preparing the Bond appli�ation; (b) in otherwise
documenting the amounts to be reimbursed pursuant to this Agreement; and (c) to allow
completion of a developer reimbursement report by the District's auditor relative to any issuance
of Bonds. In addition, Developer agrees to provide the District all information reasonably
Page 10
requested by the District in the preparation of its Official Statement relative to the issuance of the
Bonds, including all information and documents needed by the District to comply with Securities
and Exchange Commission Rule 15(c)(2)-12.
5�6. Waiver of Exemptions. As a condition to proceeding with the actions set forth in
Section 5.4(b), Developer and all holders of a lien on the Property shall enter into an agreement
whereby, as to taxes levied by the District, Developer and any subsequent owner of all or any
portion of the Property permanently waive the right to claim agricultural, open space, wildlife
management, timberland, or inventory valuations for any land, homes or buildings owned by
Developer within the District, in accordance with the rules of the TCEQ. Nothing herein shall
prevent (a) Developer from maintaining an agricultural exemption over the Property for any taxing
jurisdiction other than the District and the City, or (b) a residential homeowner from qualifying for
any lawfully available exemption from any taxing jurisdiction, including the District.
5_7. M&O Tax Proceeds and Assessments. The Parties acknowledge and agree that the
primary source of funds for payment of the District Reimbursement Amount shall be proceeds of
the District Bonds. However, the Developer shall have the right to reimbursement from other
legally available funds of the District, including M&O Tax proceeds, contract tax proceeds, or
Assessments, to the extent permitted by the Operating Agreement.
ARTICLE VI
ADDITIONAL PROVISIONS
6_l. General. This Agreement and the obligations of the Parties hereunder are subject to
the Consent Resolution, the Operating Agreement, and all rules, regulations and laws which may
be applicable by the City, the State of Texas, or any regulatory agency having jurisdiction,
including the rules of the TCEQ and OAG.
6_2. Recitals. The "Recitals" set forth in this Agreement are true and correct and are
incorparated as part of this Agreement.
6_3. Force Majeure. If a Party is prevented from performing, in whole or in part, its
obligations under this Agreement by reason of "force majeure" that could not have been avoided
by the exercise of due diligence by such Party, then performance by such Party may be suspended
to the limited extent and during the limited period that performance is made impossible by the
force majeure; provided, however, such Party must use its best efforts to diligently and
continuously pursue a course of action that will eliminate the force majeure and allow such Party
to resume full performance at the earliest possible time. As an express condition precedent to
suspending performance, however, immediately after the occurrence of any force majeure, the
Party whose performance is rendered impossible shall give notice and full details of the force
majeure to the other Party. For purposes of this Agreement, "force majeure" means any of the
following: floods; earthquakes; acts of God; acts of war; acts of terrorism; acts of public enemies;
insurrection; riot; labor strikes; the inability to procure labor or materials in the open market; the
interruption of utility services by an entity other than the District; the issuance of a restraining
order by any court having jurisdiction.
Page 11
6_4. Notices. Any notice required or contemplated by this Agreement shall be deemed
given: (a) if mailed via U.S. Mail, Certified Mail Return Receipt Requested, on the earlier of the
date actually received at the delivery address or five business days after mailed; (b) if deposited
with a private delivery service (such as UPS or FedEx), when delivered, as evidenced by a receipt
signed by a person at the delivery address; and (c) if otherwise given (including by FAX or
E-mail), when actually received at the delivery address. All notices shall be addressed as set forth
below; however, any Party may change its address for purposes of this Agreement by giving
notice of such change as provided by this section.
If to the District:
Cole Ranch Improvement District No. 1 of Denton County
President, Board of Directors
c/o Crawford & Jordan LLP
3100 McKinnon Street
Suite 1100
Dallas, Texas 75201
Phone: 214-981-9090
E-mail: ccrawford@crawlaw.net
If to Developer:
SLF II COLE PROPERTY, L.P.
c/o Mr. Ocie L. Vest, P.E.
5949 Sherry Lane
Suite 800
Dallas, Texas 75225
Phone: (214) 239-2373
E-mail: ovest@stratfordland.com
6_5. Parties In Interest. The Parties intend that the City be a third pariy beneficiary of
this Agreement. This Agreement shall be for the sole and exclusive benefit of the District,
Developer (and their successars as permitted by this Agreement), and the City and shall not be
construed to confer any benefit or right upon any other party.
6_6. Modification. Except as expressly provided in Sections 6.17 and 6.21 below, this
Agreement shall be subject to amendment, change, or modification only with the written consent
of Developer and the District.
6_7. Entire A�reement. This Agreement constitutes the entire Agreement between the
parties relative to the subject matter hereof. There are no agreements, covenants, representations
or warranties between the parties other than those expressly stated or provided for herein, relating
to such subject matter. Further, this Agreement shall replace and supersede in all respects any
Page 12
other agreement relating to the subject matter hereof that may be construed to apply to the
Property.
6_8. Good Faith Cooperation. The Parties agree to use good faith in the performance of
their respective duties and obligations under this Agreement such that the intent of the Parties shall
be fulfilled. The Parties further agree to take such additional actions, from time to time, as may be
necessary to fully carry out the purposes and intent of this Agreement including, but not limited to,
the execution of further documentation.
6.9. Term. In the event that the conservation easement in the form attached to the
Consent Resolution as Exhibit "B" is not recorded in the real property records of Denton County,
Texas, within 180 calendar days from the date of passage of the Consent Resolution, this
Agreement shall expire in all respects and no longer be effective or binding upon the Parties.
Further, the District shall be considered to have never been created. This Agreement shall remain
in effect for a term ending on the earlier of (a) sixty-five (65) years after the Effective Date, or (b)
when the District has reimbursed the District Reimbursement Amount.
6.10. Default and Remedies.
(a) Notice. No Party shall be in default under this Agreement until written 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).
(b) Remedies. If a Party is in default under this Agreement, then the non-defaulting
Party shall be entitled to all remedies available under applicable law including, but not limited to,
specific performance, injunctive relief, mandamus relief, and damages; provided, however, no
Party to this Agreement shall have the right to terminate this Agreement prior to the expiration of
its term (and the prohibition against termination of this Agreement applies regardless of the nature
or frequency of any default). In addition, once Developer has advanced monies on behalf of the
District under this Agreement, the obligation of the District to issue and sell Bonds to reimburse
such advances in accordance with this Agreement shall not be affected by any alleged or acival
default by the party who has advanced such monies (unless the default constitutes or results in a
breach of the TCEQ rules or requirements for such Bond issuance). The failure of any Party to
insist, in one or more instances, upon performance by another Party of any provision of this
Agreement shall not be construed as a waiver of performance of such provision.
(c) Attorney Fees. If any Party hereto is the prevailing party in any legal proceedings
against the other brought under or with relation to this Agreement, such prevailing party shall
additionally be entitled to recover court costs and reasonable attorney's fees from the non-
prevailing party to such proceedings.
6.11. Assi�nability. Except as provided in Section 6.21 below, this Agreement shall
bind and benefit District and its legal successors and Developer and its legal successors, but shall
not otherwise be assignable, in whole or in part, by either party except by supplementary written
agreements between the Parties. If the City dissolves the District in its entirety it shall assume the
Page 13
obligations of the District, to the fullest extent provided by law, and this Agreement shall remain
in full force and effect in accordance with, and subject to, Section 6.01 of the Operating
Agreement. In the event of such dissolutian of the District and assumption of this Agreement, the
Parties acknowledge and agree that (a) nothing in this Agreement is intended to delegate or impair
the performance by the City of its governmental functions, (b) the calling of bond elections and
the issuance and sale of bonds, notes or other obligations of the City for payment of any District
Reimbursement Amount are governmental functions within the sole discretion of the City Council
of the City, and (c) the inability or failure by the City to call bond elections or to issue and sell
bonds, notes or other obligations shall not under any circumstances constitute a failure to perform
an obligation af; or a default by, the City under this Agreement, and the City shall remain
obligated to reimburse the Reimbursement Amount, but such reimbursement may occur only if
and when the City determines to issue bonds, notes, or other obligations or use other legally
available funds for such purpose.
6.12. Severabilitv. The provisions of this Agreement are severable, and if any word,
phrase, clause, sentence, paragraph, section, or other part of this Agreement, or the application
thereof to any person or circumstance, shall ever be held by any court of competent jurisdiction to
be invalid or unconstitutional for any reason, (a) the remainder of this Agreement, and the
application of such word, phrase, clause, sentence, paragraph, section, or other part of this
Agreement to other persons or circumstances, shall be not be affected thereby and the remainder
of this Agreement shall be construed to achieve the intent of the parties and (b) the invalid or
unconstitutional provision shall be rewritten to achieve the intent of the parties as expressed in the
recitals.
6.13. Consideration. Each Party hereto agrees that the mutual obligations of the parties
under this Agreement, including the resulting benefits, constitute due consideration for its
execution of this Agreement. In particular, the obligation of Developer to advance monies to the
District results in material benefits to the District and constitutes adequate consideration for the
District's obligations to issue Bonds from time to time, and otherwise reimburse Developer for
monies spent or advanced under this Agreement.
6.14. Construction and Interpretation. This Agreement shall be construed in accordance
with and governed by the laws of the State of Texas. The titles assigned to the various Sections
and Articles of this Agreement are for convenience of reference only and shall not be restrictive of
the subject matter of any such Section or Article or otherwise affect the meaning, construction, or
effect of any part hereof.
6.15. Compliance with Sections 2271.002 and 2252.152, Texas Government Code.
(a) To the extent this Agreement constitutes a contract for goods or services within the
meaning of Section 2271.002, Texas Government Code, solely for purposes of compliance with
Chapter 2271, Texas Government Code, the Developer hereby verifies that the Developer: (i) does
not Boycott Israel (as such term is defined in Section 2271.001, Texas Government Code) and (ii)
subject to or as otherwise required by applicable law, including, without limitation, 50 U.S.C.
Section 4607, will not Boycott Israel during the term of the Agreement; and
Page 14
(b) To the extent this Agreement constitutes a governmental contract within the
meaning of Section 2252.152, Texas Government Code, solely for the purposes of compliance
with Chapter 2252, Texas Government Code, neither the Developer nor any wholly owned
subsidiary, majority-owned subsidiary, parent company or affiliate of the Developer is a company
currently listed by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or
2252.153 of the Texas Government Code.
6.16. Limited Waiver of Soverei�n Immunity. The District agrees that this Agreement
shall constitute a contract subject to the provisions of Subchapter I of Chapter 271, Texas Local
Government Code. Further, to the extent allowed by law, the District waives its rights to
sovereign immunity as to an action in equity by the Developer for a writ of mandamus of specific
performance to enforce all the terms of this Agreement. The District does not waive its rights to
sovereign immunity for any other actions permitted by law or for any amount of money beyond
the amounts provided in Article V herein.
6.17. Addition of Land to District. In the event that District should add land owned by
Developer or an affiliate of Developer to the District (the "Added Land"), the Added Land shall be
included within the defmition of "Property" for all purposes of this Agreement, and the rights and
obligations of the Parties hereunder shall be expressly applicable to the Added Land without
necessity of amendment to this Agreement.
6.18. Governing Law and Venue. THIS AGREEMENT AND THE OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE INTERPRETED, CONSTRUED, GOVERNED,
AND ENFORCED 1N ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
VENUE SHALL BE IN DENTON COLTNTY, TEXAS.
6.19. Representations bv Developer. The Developer represents and covenants that:
(a) This Agreement, the transactions contemplated herein, and the execution and
delivery of this Agreement have been duly autharized by the Developer;
(b) This Agreement, and the representations and covenants contained herein, and the
consummation of the transactions contemplated herein, will not violate or constitute a breach of
any contract or other agreement to which the Developer is a party; and
(c) The Developer has made or will make sufficient financial arrangements to assure
its ability to provide funds to pay District Operating Costs and the costs associated with the
acquisition and construction of the Improvement Projects.
6.20. Re�resentations bv the District. The District represents and covenants that it will
use its best efforts to:
(a) Conduct Bond authorization elections;
(b) Apply for and obtain the approval of the TCEQ for the issuance and sale of the
Bonds, subject to the terms and conditions set forth herein;
Page 15
(c) Market the Bonds, subject to the terms and conditions set forth herein, in the
manner contemplated hereby; and
(d) Apply for and obtain the approval of the Attorney General of the State of Texas of
the Bonds.
6.21. District Division. In the event the District adopts an order dividing the District, it is
required to provide for the division of assets and liabilities between the new districts. The Parties
acknowledge and agree that as part of such division, it may be necessary to amend this Agreement
by the partial assignment of the rights and obligations of the Parties hereunder between the new
districts. In such event, the Parties agree to use good faith in the negotiation and documentation of
such amendment and assignment to fully carry out such addition.
6.22. District Dissolution. The Parties acknowledge that the City has the right to
dissolve the District pursuant to the provisions of the District Act. The Parties intend for the
obligations of the District under this Agreement to constitute "obligations" of the District within
the meaning of Section 43.075, Local Government Code, and the District Act. The Parties further
intend in the event that the City adopts an ordinance dissolving the District, the City shall assume
the obligations of the District, including under this Agreement, to the fullest extent permitted by
law and the terms of the Operating Agreement and this Agreement. The City has agreed to
provide the District and Developer nine (9) months advance written notice of its intent to initiate
proceedings for the dissolution of the District. Upon receipt of such notice the Parties will meet
with the City to confirm the status of the outstanding obligations of each of the Parties under the
Agreement.
[SIGNATURE PAGES FOLLOW]
Page 16
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.
ATTEST:
DISTRICT:
COLE RANCH IMPROVEMENT DISTRICT NO. 1
OF DENTON COUNTY
By:
Secretary, Board of Directors President, Board of Directors
(DISTRICT SEAL)
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on the day of ,
2020, by ,_ President, Board of Directors, Cole Ranch
Improvement District No. 1 of Denton County, a political subdivision of the State of Texas, on
behalf of said political subdivision.
Notary Public in and for the
State of Texas
Page 17
DEVELOPER:
SLF II COLE PROPERTY, L.P.
By: The M.T. Cole Family Company No. 1,
LLC, its general partner
:
C
C
:
:
Page 18
Jack Donald Cole, Manager
Amy Griffin, Manager
Jennifer Alexander, Manager
Ryan Griffin, Manager
Wesley Marshall, Manager
STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on , 2020, by Jack
Donald Cole, Amy Griffin, Jennifer Alexander, Ryan Griffin, and Wesley Marshall, Managers of
The M.T. Cole Family Company No. 1, LLC, as general partner of SLF II COLE PROPERTY,
L.P., a Texas limited partnership, on behalf of said partnership.
Notary Public in and for T E X A S
Page 19
EXHIBIT A
PROPERTY DESCRIPTION
EXHIBIT B
SPECIAL CONDITION
Notwithstanding any other items, conditions, or provisions of the general or special conditions or
any other provisions of the Contract Documents to the contrary,
(the "District") shall be deemed and
considered as the "Owner" for all purposes under the Contract Documents, except for purposes of
making payment to the Contractor of all or any portion of sums due or to become due to
Contractor pursuant to or in relation to this Contract, including any damages which may ever
become due under the Contract and including any costs associated with any change orders to the
Contract. After submission to and approval by the District, the Contractor agrees to and shall look
solely to ("Develoner"), for payment of all construction
estimates, invoices or other sums, of whatever kind or nature, due or to become due pursuant to or
in relation to this Contract, and the District shall never be responsible to the Contractor; therefore,
Developer, agrees to make all payments to Contractor in accordance with the terms hereof. It is
agreed that a default by Developer in making such payments to the Contractor shall constitute a
default by Owner and shall entitle the Contractor to all rights and remedies arising under the
Contract Documents for a default in payment of sums due the Contractor pursuant to the Contract
Documents; provided, however, that, as aforesaid, the Contractor shall look solely to Developer
for payment of sums due or to become due pursuant to or in relation to this Contract (including
any damages which may ever become due under the Contract), and the District shall have no
obligation for payrnent of such sums.
Developer reserves the right to assign its obligations hereunder to the District, subject to written
acceptance thereof by the District. A copy of any such assignment and the acceptance thereof by
the District shall be provided to the Contractor, and thereafter the District shall be obligated to
make further payments due the Contractor pursuant to this Contract.
For purposes of convenient administration of this Contract, District may from time to time make
payments due the Contractor pursuant to this Contract from funds advanced to the District by
Developer or from other sources available to the District; provided, however, no such payment by
the District will obligate the District to make further payments due the Contractor pursuant to this
Contract (and Developer, shall remain liable to make such future payments), unless and until
District has accepted an assignment of Developer obligations hereunder and a copy of the
assignment and the District's acceptance is delivered to the Contractor. The District, the
Developer, and the Contractor hereby acknowledge that these Special Conditions to the Contract
are acceptable.
"CONTRACTOR" "DISTRICT"
[DEVELOPER]
Name of Issuer:
Name of Bond Issue:
Re: District Certification
To whom it may concern:
EXHIBIT J - DISTRICT CERTIFICATION
EXHIBIT J
DISTRICT CERTIFICATION
[DATE]
Cole Ranch Improvement District No. 1 of Denton County
$ � Bonds, Series
(Cole Ranch Improvement District No. 1 of Denton County)
This District Certification is being delivered pursuant to the Operating Agreement (the
"Operatin� A�reement"), dated as of April 7, 2020, between the City of Denton, Texas, a Texas
Home Rule municipality (the "Citv"), and the Cole Ranch Improvement District No. 1 of Denton
County (the "District"), as a condition precedent to the District issuing the referenced series of
bonds (the "Sonds") to reimburse (the "Develo er(s)") for funds
advanced for the Improvement Projects for which the Bonds are to be issued. The capitalized
terms used herein shall have the meanings ascribed to them in the Operating Agreement unless
otherwise specifically defined herein. The District hereby makes the following certifications:
1. True and correct copies of the documents authorizing the Bonds are enclosed herewith.
2. Certifications from each Developer in the District (which are listed below, along with
amounts to be reimbursed from proceeds of the Bonds, if any) certifying compliance with
the terms and conditions of its Project Agreement with the City are enclosed herewith.
Developer
Project Agreement Reimbursement Amount
3. The District is in compliance in all material respect with the provisions of the District Act
relating to the proposed issuance of the Bonds and construction of the Improvement
Projects for which the Bonds are to be issued.
4. The District is in compliance with the terms and conditions set out in SECTION 4 of the
City of Denton Resolution No. 20-762 consenting to the creation of the District.
CITY BENCHMARK CRITERIA (Y/N)
(b) Construction of Improvement Projects
Use of Bonds proceeds limited to Improvement Projects
(See E�ibit A hereto)
Improvement Projects to be funded by Bonds designed and
constructed in accordance with City plans and specifications
Improvement Projects to be funded by Bonds conveyed to City
(c) Issuance of Bonds
Bonds payable solely from District ad valorem taxes (other than
the Contract Tax) and/or revenues OTHER THAN special
District assessments, City ad valorem taxes or other City revenues
Bonds have maximum maturity of 30 years or less, with right
to redeem within 10 years
Bonds publicly bid
Bonds not sold for less than 95% par value
Bond net effective interest rate does not exceed 2%
above highest average interest rate reported in "20 Bond
Index" during preceding month
Bonds, when combined with outstanding District bonds, do
not exceed 10% of assessed value of all real property in District
(d) Bounda Changes/(e) District Division
All District boundary changes approved by City Council
Joinders or new agreements provided for all District divisions
5. The District is in compliance with the terms and conditions of the Operating Agreement.
CITY BENCHMARK CRITERIA (Y/N)
3.05 Financial Re ortin�.
All specified reports filed with City
5.01 General Bond Authoritv.
Improvement Project Construction Status
(See E�ibit A hereto)
Proposed developer reimbursement amount ($ )
within remaining cap limitation
(Current remaining authorized amount -$ )
Proposed Bond amount ($ ) within remaining cap limitation
(Current remaining authorized amount -$ )
5.02 Terms and Conditions.
TCEQ and AG feasibility requirements met
Debt service tax rate for Bonds and outstanding bonds,
current M&O Tax rate, and Assessment rate, within Benchmark
Tax Rate limitation ($0.49)
TCEQ bond application or road bond information for Bonds filed
with City within specified time limits
Any projection of growth in District assessed valuation used to
support feasibility of Bonds limited to 2 years and supported by
market study
5.06 Final Sond Documents and Reports.
All specified reports relating to each outstanding series of bonds
filed with City
6. No outstanding bonds are in default and no reserve funds have been drawn upon that have
not been replenished in accordance with applicable bond order, resolution or indenture
requirements.
Any and all information provided by the District, contained in this certification, to the best
knowledge of the undersigned, is true and correct, as of , 2p .
COLE RANCH IMPROVEMENT DISTRICT
NO. 1 OF DENTON COUNTY
By:_
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me on , 2p! by
, the of Cole Ranch Improvement District No. 1 of Denton County
on behalf of said district.
Notary Public, State of Texas
EXHIBIT A
IMPROVEMENT PROJECT
CONSTRUCTION STATUS
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EXHIBIT K 1-B - MA
FIGURE 2 RECOMMENDED IMPROVEMENTS � V_,.I�:�.r�;� �- ��a� l� �
UnderDesian/Construc6onlmvrovements Short-Termlmnrovements � ,t� ,����•
CITY OF DENTON _— � � �� � �� �
CSJ LiR Station � Water Reclamation Plant } �1i .=-�` �'�
='i_ ar'_ ��� ti4 �. -
WASTEWATER SYSTEM Di Water Reclamation Plant Intermediate-Teim Imnrovements � I � �����,_ �� P%
�I�—� �7i �� } ��
RECOMMENDED IMPROVEMENTS Wastewater Line �«5���^ o� �� � ,
OFFSITE PROJECTS � Fo�ce Ma�� -� _� a� b�
� wei� �
LEGEND wastewater Line �
�� �� � �
QRow Meter Road Force Main • �f��� 1�
d I— �1T T � • . ... a� Y tY
� Manhole �—� �— Ralroad � . j „ — � ��—� I ���y.�
� ' , �i1 b� �� � ti
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r i � t c=-...._._, ai � � + �, �.
�
� i Priva te Li ft S t a tion L e ke �� f� �� � I � yi ' 6� �
t� .��
I :'I ��y�� , i � & .
01 Water ReGamation Piant Parcel � ry f
10' and Smaller HuntedCole Devebpment 1� � � �I S
Wastewater Line � • �/
"� � � �; ��
72" and Larger � City Limit � �� I I
Wastewater Line � 1 ' %'� _ I �
� ETJ Boundary � �. � ^
Force Main . _ � � � �� ' � I
Other City Limit �� f ` — �
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NOTE: Recommended improvements are sized for existing I � � �r --- �
and ultimate HuntedCole Development projections. - ' i��
Recommended improvements do not indude future growth � � f fr �� �' � e�: ��
projections outside of the HuntedCole Development. � .�r� .. r c'�:
x 'I
(U-#! Offsite Improvements � ' �� �- -'—'�""""`e ,1
LJ � ..
aa�
, � Lfi Station � � ��
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Marorz sAsn�rs - — - - ; _ i � . �. `Z..� �'�' - � �
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11
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Robson
Water Reclamation Plarrt
Permitted Capad(y: 0.375 MGD
. F:Isli�g Avg. Day Fbw: 029 MGD
[xisvng Peak �ay Fbw: 0.77 MCfI
_� ��
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EXIIIBTP Kl-C - MAPS OF CITY OFFSTTES
Planning Level Infrastructure Devetopment Phasing Map - Off-site Roadvrays with Phase Boundaries
Jim Christai Rd
`s�
US 380
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