20-763
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 “City”), and HUNTER 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 3980,
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 “Party,” 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 HB 4683 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 3,167.72
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 “City CCNs”); 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 term is defined herein) more
particularly described on Exhibit “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
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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 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, 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 3980.0109(a)(1) of the District
Act, the City has adopted Resolution No. 20-765, dated April 7, 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 3980.0109(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 Agreement”); and
WHEREAS, in order to satisfy the requirements of Section 3980.0109(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 financing 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:
“Agreement” means this Operating Agreement between the City and the District, negotiated and
executed in satisfaction of the requirement of Section 3980.0109(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.
“City” means the City of Denton, a home rule municipality located in Denton County.
“City 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.
“City Council” means the governing body of the City.
“Consent Resolution” means City of Denton Resolution No. 20-765, dated April 7, 2020, attached
hereto as Exhibit “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) Petrus Investment, L.P., a Texas limited partnership; (ii) an assignee of
Petrus Investment, 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
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with the City with regard to property within the District Area.
“Development Off-site” means Improvement Projects 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 Exhibit “B” as an “Onsite”
project type and depicted on Exhibit “B-1” hereto.
“District” means the Hunter Ranch Improvement District No. 1 of Denton County.
“District Act” means Chapter 3980, Subtitle C, Title 4, Special District Local Laws Code, adopted
by the 86th Texas Legislature Regular Session and effective June 10, 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 funds for municipal facilities as
described on Exhibit “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 those 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. 20-764, 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 financing 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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“TCEQ” 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 requirement s 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. If 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 requirements 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, officers, 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(f), 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, financing 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 or 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/Recovery
Facility”) 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 thirty (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 Summary, and
portion of such amounts reimbursed to the Developer to the City within thirty (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 boundaries of the resulting districts are generally depicted
on Hunter Ranch: Ordinance No. MPC19-0002c and Ordinance No. MPC19-0002d, 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 fifty percent (50%) of its average annual operating expenditures calculated based
on actual expenditures for the immediately preceding two (2) 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
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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 financially 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
Department of Transportation Pavement Manual (referenced therein as Item 344), as amended,
and the Texas Department 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 Projects 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 Conveyance. 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
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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 Bidding. 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/Rights 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
Exhibit 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 form required by Section 4.05 above.
4.08 Oversizing Requested by City. 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 election 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
“Oversizing 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 Exhibit
“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 is one lake 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 or 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 Exhibit “K” and depicted on Exhibit “K-1” attached hereto. Each project
listed on Exhibit “K” and depicted on Exhibit “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 “City 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 f ees
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 benefit 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 projected 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 “Regular Study Update”). 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) years. 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 or
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 for 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 financing 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 Exhibit
“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
representation is made as to the likelihood that the growth of taxable assessed valuation or issuance
of Bonds 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 Amount”), 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.
5.02 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 Agreement”). 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.
(f) 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 financed 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 Pledge 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 City 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 Exhibit
“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
30th 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 Documents (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 objection 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) For 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.
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(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.
(f) 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 Available 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 City.
(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 Party 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: Hunter 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. Brian Carlock
Petrus Investment, L.P.
3000 Turtle Creek Blvd
Dallas, Texas 75219
Email: Brian.Carlock@Hillwood.com
Attn: Mr. Ike Robb
Petrus Investment, L.P.
3000 Turtle Creek Blvd
Dallas, Texas 75219
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Attn: Mr. Jeremy Fowler
Petrus Investment, L.P.
3000 Turtle Creek Blvd
Dallas, Texas 75219
To City: City of Denton
Attn: City Manager
215 E. McKinney St.
Denton, Texas 76201
Email: Todd.Hileman@cityofdenton.com
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 Severability. 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.
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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
Joinder in the form attached hereto as Exhibit “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.
7.09 Governing 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 Implied. 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 or 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 jurisdiction 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.
- 24 -
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 unreasonabl y
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 Exhibit “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.
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, INCLUDING, 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:
1. 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
permits, make inspections, issue approvals or provide water or sewer service (whether wholesale
- 25 -
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
5. limit the Term of this Agreement.
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 Cit y shall have the right to audit, upon reasonable notice, the District’s
compliance with this Section 7.18(B)(1). Upon written request b y the Cit y, 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 Obligation. The City may, at its option, provide written notice to the
District of a default related to the construction of an y 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 “City 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
- 26 -
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 Obligations. 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 Immunity. By its execution of this Agreement,
a Party does not waive or surrender any of its governmental powers, immunities, or rights except
as follows:
(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 Party 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 conservation easement in the form attached to the
Project Agreement as Exhibit “D” for the Pilot Knob Peak (as defined in the Project Agreement)
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 Exhibits. The Parties acknowledge and agree that the information contained in the
Studies served as the basis for the preparation of many of the following exhibits (the
“Exhibits”). The Parties acknowledge and agree that the information contained in the Studies is
- 27 -
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 staff) to the components, cost, or rate of
participation of Improvement Projects provided in Exhibit B and Exhibit B-1, then the Maximum
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 Exhibits are attached hereto and incorporated herein as part of this Agreement:
Exhibit A: Metes and Bounds Description of District Area
Exhibit B: List of Improvement Projects
Exhibit B-1: Maps of Development Off-Site and Development On-Site
Exhibit C: Park Improvements
Exhibit C-1: Park Plan
Exhibit D: Consent Resolution
Exhibit E: Form of Joinder
Exhibit F: Form of Special Warranty Deed
Exhibit G: Form of Addendum to Permanent Easement
Exhibit H-1: Public Improvement Cost Summary
Exhibit H-2: Plan of Finance
Exhibit I: Form of Developer Reimbursement Agreement
Exhibit J: District Certification
Exhibit K: City Offsites
Exhibit K-1: Maps of City Offsites
Exhibit L: 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]
EXECUTED on this the _____ day of ________, 2020 but to be effective as of the
Effective Date.
HUNTER RANCH IMPROVEMENT DISTRICT
NO. 1 OF DENTON COUNTY
By:_____________________________
President, Board of Directors
ATTEST:
By:_____________________________
Secretary, Board of Directors
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
Before me the undersigned notary public appeared __________________, President of
Hunter 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.
______________________________________
Notary Public in and for the State of Texas
(SEAL)
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DESCRIPTION OF
THREE TRACTS OF LAND
TRACT 1
BEING a tract of land situated in the E. Pizano Survey, Abstract Number 994, the G. Pettingale
Survey, Abstract Number 1041, the J. Taft Survey, Abstract Number 1269, the G. West Survey,
Abstract Number 1393, the B.B.B. & C.R.R. CO. Survey, Abstract Number 158, Denton County,
Texas, and being all of the remainder of that tract of land described by deed to Petrus
Investment, L.P. (tract 1), recorded in Instrument Number 1998-117450, and all of that tract of
land described by deed to Hillwood Investment Land, L.P., recorded in Instrument Number
2015-146192, Real Property Records, Denton County, Texas, and being more particularly
described by metes and bounds as follows:
BEGINNING at the southwest corner of said Tract 1, being in the north right-of-way line of
Robson Ranch Road;
THENCE N 00°37’44”W, 3285.00 feet, departing said north right-of-way line;
THENCE N 00°29’34”W, 3074.88 feet;
THENCE S 89°50’59”W, 1215.90 feet;
THENCE N 00°07’16”E, 3802.59 feet;
THENCE N 89°46’52”E, 5806.39 feet;
THENCE N 01°19’45”E, 92.25 feet;
THENCE N 89°29’17”E, 5406.54 feet, to the approximate center line of John Paine Road;
THENCE N 00°09’21”W, 6119.82 feet, with said approximate center line;
THENCE N 44°00’59”E, 231.30 feet, departing said approximate center line, to the south right-
of-way line of FM 2449, being the beginning of a curve to the right;
THENCE with said south right-of-way line and said curve to the right, an arc distance of 215.79
feet, through a central angle of 11°16’41”, having a radius of 1096.28 feet, the long chord which
bears S 66°45’34”E, 215.44 feet;
THENCE S 61°07’13”E, 2320.45 feet, continuing with said south right-of-way line, to the
beginning of a curve to the left;
THENCE with said south right-of-way line and said curve to the left, an arc distance of 151.20
feet, through a central angle of 01°29’56”, having a radius of 5779.65 feet, the long chord which
bears S 61°52’12”E, 151.19 feet;
EXHIBIT A - METES AND BOUNDS DESCRIPTION OF DISTRICT AREA
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THENCE S 00°27’53”E, 1963.20 feet;
THENCE S 89°55’28”E, 47.53 feet, to the west right-of-way line of Interstate Highway 35W;
THENCE with said west right-of-way line the following bearings and distances:
S 26°18’12”W, 1542.25 feet;
S 32°02’34”W, 199.99 feet;
S 26°18’12”W, 400.06 feet;
S 19°10’44”W, 201.57 feet;
S 26°18’12”W, 2962.69 feet;
N 33°34’41”W, 200.24 feet;
N 19°12’37”W, 155.68 feet;
N 00°31’13”W, 111.31 feet;
N 30°43’14”W, 44.34 feet;
N 89°58’11”W, 46.00 feet;
S 29°23’22”W, 44.72 feet;
S 00°31’13”E, 210.31 feet;
S 10°43’27”E, 103.30 feet;
S 00°31’13”E, 118.88 feet;
S 33°43’52”E, 270.79 feet;
S 26°18’12”W, 2560.86 feet;
S 27°54’47”W, 605.73 feet;
S 29°23’19”W, 2716.37 feet;
S 35°04’08”W, 202.07 feet;
S 29°23’19”W, 899.62 feet;
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S 32°15’04”W, 144.34 feet;
S 89°59’41”W, 56.40 feet;
S 00°37’05”E, 92.68 feet;
S 29°23’19”W, 749.32 feet;
S 32°50’37”W, 497.80 feet;
S 29°18’00”W, 128.98 feet;
S 29°23’18”W, 922.23 feet;
THENCE S 65°32’46”W, 23.56 feet, to the north right-of-way line of Robson Ranch Road;
THENCE with said north right-of-way line the following bearings and distances:
S 89°52’13”W, 246.95 feet;
N 00°19’14”W, 5.20 feet;
S 89°53’26”W, 290.34 feet;
S 00°06’34”E, 5.00 feet;
S 89°53’26”W, 200.00 feet;
S 00°06’34”E, 5.00 feet;
S 89°53’26”W, 600.00 feet;
S 00°06’34”E, 5.00 feet;
THENCE S 89°53’26”W, 4134.86 feet to the Point of Beginning and containing 102,688,371
square feet or 2357.40 acres of land more or less.
TRACT 2
BEING a tract of land situated in the B.B.B. & C.R.R. Co. Survey, Abstract Number 158, the J.
Taft Survey, Abstract Number 1269, the B.B.B & C.R.R. Co. Survey, Abstract Number 159, the
G. Pettingale Survey, Abstract Number 1041, the B.B.B. & C.R.R. Co. Survey, Abstract Number
160, the S. Pritchett Survey, Abstract Number 1021 and the G. West Survey, Abstract Number
1393, Denton County, Texas, and being the remainder of that tract of land described by deed to
Petrus investment, L.P., recorded in Instrument Number 1998-117450, Real Property Records,
Denton County, Texas and being more particularly described by metes and bounds as follows:
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BEGINNING at the intersection of the of John Paine Road and Johnson Lane;
THENCE S 00°30’43”E, 3045.50 feet, with the approximate centerline of said John Paine Road,
to the beginning of a curve to the left;
THENCE with said approximate centerline and said curve to the left, an arc distance of 179.75
feet, through a central angle of 19°11’48”, having a radius of 536.50 feet, the long chord which
bears S 09°24’16”W, 178.91 feet;
THENCE S 00°13’45”E, 426.23 feet, with said approximate centerline;
THENCE S 89°53’42”W, 2258.03 feet, departing said approximate centerline;
THENCE N 00°26’28”E, 497.90 feet;
THENCE S 89°59’41”W, 273.92 feet, to the east right-of-way line of Interstate Highway 35W;
THENCE with said east right-of-way line the following bearings and distances:
N 29°23’19”E, 847.04 feet;
N 23°44’25”E, 203.21 feet;
N 29°23’16”E, 2716.06 feet;
N 27°54’47”E, 621.79 feet;
N 26°18’12”E, 2150.05 feet;
N 89°55’52”E, 470.07 feet;
S 76°13’57”E, 71.47 feet;
N 89°37’20”E, 80.00 feet;
N 71°38’56”E, 52.97 feet;
N 16°39’41”E, 51.30 feet;
N 70°04’44”W, 229.45 feet;
N 54°35’05”W, 163.69 feet;
N 33°40’57”W, 209.99 feet;
N 26°18’12”E, 3164.78 feet;
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N 36°14’02”E, 202.95 feet;
N 26°18’12”E, 399.25 feet;
N 32°45’23”E, 400.40 feet;
N 26°18’12”E, 399.87 feet;
N 14°58’58”E, 305.66 feet;
N 26°18’12”E, 833.31 feet;
THENCE N 89°32’14”E, 1998.29 feet, departing said east right-of-way line;
THENCE S 00°48’03”E, 5473.72 feet, to the approximate centerline of Allred Road;
THENCE S 89°49’27”W, 3048.35 feet, with said approximate centerline;
THENCE S 00°27’04”E, 2640.07 feet, departing said approximate centerline;
THENCE S 89°59’08”W, 2353.13 feet to the Point of Beginning and containing 31,246,880
square feet or 717.33 acres of land more or less.
TRACT 3
BEING a tract of land situated in the S. Pritchett Survey, Abstract Number 1004, the G. West
Survey, Abstract Number 1393, the C.W. Byerly Survey, Abstract Number 1458, and the J.
Dalton Survey, Abstract Number 353, Denton County, Texas, and being all of the remainder of
that tract of land described by deed to Petrus Investment, L.P., (tract 3) recorded in Instrument
Number 1998-117450, Real Property Records, Denton County, Texas, and being more
particularly described by metes and bounds as follows:
BEGINNING at an ell corner in the east line of said tract 3, being the northwest corner of that
tract of land described by deed to Southwest Denton Venture, recorded in Instrument Number
1994-94865, said Real Property Records;
THENCE S 00°26’39”E, 996.99 feet, with the east line of said tract 3, to the north right-of-way
line of FM 2449, being the beginning of a curve to the right;
THENCE with said north right-of-way line and said curve to the right, an arc distance of 95.22
feet, through a central angle of 00°57’38”, having a radius of 5679.65 feet, the long chord which
bears N 61°36’02”W, 95.22 feet;
THENCE N 61°07’13”W, 2320.45 feet, with said north right-of-way line;
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THENCE N 00°16’51”W, 99.92 feet, to the approximate centerline of Underwood Road;
THENCE N 89°44’37”E, 986.31 feet, with said approximate centerline;
THENCE N 01°13’53”E, 1106.15 feet, continuing with said approximate centerline, to the
southwest corner of that tract of land described by deed to W.C. Lynch, recorded in Instrument
Number 1991-23744, said Real Property Records;
THENCE S 89°48’49”E, 1847.04 feet, with the south line of said Lynch tract;
THENCE S 00°25’26”E, 427.73 feet, departing said south line, to the approximate centerline of
Hickory Creek;
THENCE with the approximate centerline of Hickory Creek the following bearings and
distances:
S 40°20’08”E, 256.75 feet;
S 49°08’35”E, 333.56 feet;
S 44°58’00”E, 94.76 feet;
S 24°00’36”E, 123.31 feet;
S 05°41’36”W, 211.41 feet;
THENCE S 02°18’34”E, 131.60 feet, to the north line of the aforementioned Southwest Denton
JV tract;
THENCE S 89°32’45”W, 1271.86 feet, departing said Hickory Creek, to the Point of
Beginning and containing 4,050,704 square feet or 92.99 acres of land more or less.
"This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground
survey, and is not to be used to convey or establish interests in real property except those rights and
interests implied or established by the creation or reconfiguration of the boundary of the political
subdivision for which it was prepared."
J. Taft Survey
Abst.# 1269
B.B.B. & C. R.R
Co. Survey
Abst.# 160
JOB #DRAWN BY:CHECKED BY:DATE:PAGE #G:\JOB\HWA18008_Transfers\Master Dev\_Survey\Exhibits\HWA18008_EX1.dgn11/28/20184:18:40 PMTBPLS Firm Reg No. 10177700 DefaultFORT WORTH, TEXAS 76177 PH.# 817-562-33509800 HILLWOOD PARKWAY, SUITE 250Copyright 2018 Peloton Land Solutions, Inc.
s. prichett
Survey
Abst.# 1021
G. west
Survey
Abst.# 1393
G. Pettingale
Survey
Abst.# 1041
B.B.B. & C.
R.R Co. Survey
Abst.# 158
S.A. pritchett
Survey
Abst.# 1004
j.l. harris
Survey
Abst.# 555
j. edmonson
Survey
Abst.# 401FM
2
4
4
9
John Paine Rd.Allred rd.
The City of
Denton, Texas
Inst.# 2008-123172
R.P.R.D.C.T.
SLF II Cole Property, LP
Inst.# 2005-12274
R.P.R.D.C.T.
SLF II Cole Property, LP
Inst.# 2005-12274
R.P.R.D.C.T.
PETRUS INV. LP
INST# 1998-117450
R.P.R.D.C.T.
PETRUS INV. LP
INST# 1998-117450
R.P.R.D.C.T.
PETRUS INV. LP
INST# 1998-117450
R.P.R.D.C.T.S. Bonnie Brae St.c.w. byerly
Survey
Abst.# 1458
Johnson Ln.John Paine Rd.E. Pizano Survey
Abst.# 994
TRACT 1
TRACT 3
Angela Dominguez
Inst.# 1998-52326
R.P.R.D.C.T.
W.C. Lynch
Inst.# 1991-23744
R.P.R.D.C.T.
j. dalton
Survey
Abst.# 353
Terri Meador
Inst.# 1994-94073
R.P.R.D.C.T.
Southwest Denton JV
Inst.# 1994-94865
R.P.R.D.C.T.
R.P.R.D.C.T.
Inst.# 2007-57435
Jeremiah Partners JV
THREE TRACTS OF LAND
AN EXHIBIT OF
Underwood Rd.
2357.40 Acres
92.99 Acres
TRACT 2
717.33 Acres
B.B.B. &
C. R.R Co.
Survey
Abst.# 159
Robson Ranch Road Interstate Highway 35W1 INCH = 3000 FEET
HWA18008W.BladesT.Bridges11.27.2018Point of
Beginning
Tract 1
Point of
Beginning
Tract 3
Point of
Beginning
Tract 2
Douglas S. Smith
Inst.# 2006-102598
R.P.R.D.C.T.
Corporation of the
Episcopal Diocese of Dallas
Inst.# 2008-22241
R.P.R.D.C.T.
R.P.R.D.C.T.
Inst.# 2007-110095
Hickory Venture Group
"This document was prepared under 22 TAC 663.21,
does not reflect the results of an on the ground
survey, and is not to be used to convey or establish
interests in real property except those rights and
interests implied or established by the creation or
reconfiguration of the boundary of the political
subdivision for which it was prepared."ACF# 7354Interstate Highway 35WHickory
Creek
Bloomfield Homes LP
Inst.# 2013-108870
R.P.R.D.C.T.
Dentex Land, Cattle and Energy LP
Inst.# 2005-49231
R.P.R.D.C.T.
Country Lakes West
Phase Two
Inst.# 2015-150
R.P.R.D.C.T.
NUMBER 353, DENTON COUNTY, TEXAS
NUMBER 1458 AND THE J. DALTON SURVEY, ABSTRACT
NUMBER 1393, THE C.W. BYERLY SURVEY, ABSTRACT
ABSTRACT NUMBER 1021, THE G. WEST SURVEY, ABSTRACT
ABSTRACT NUMBER 160, THE S. PRICHETT SURVEY,
ABSTRACT NUMBER 159, THE B.B.B. & C.R.R. CO. SURVEY,
ABSTRACT NUMBER 158, THE B.B.B. & C.R.R. CO. SURVEY,
NUMBER 1269, THE B.B.B. & C.R.R. CO. SURVEY,
ABSTRACT NUMBER 1041, THE J. TAFT SURVEY ABSTRACT
ABSTRACT NUMBER 994, THE G. PETTINGALE SURVEY,
SITUATED IN THE E. PIZANO SURVEY,
Ronald McCutchin
Family LTD
Inst.# 1998-5578
R.P.R.D.C.T.
HILLWOOD INVESTMENT
LAND, L.P.
INST# 2015-146192
R.P.R.D.C.T.
Robson Ranch
Phase 5
Inst.# 2004-162115
R.P.R.D.C.T.SLF II Cole Property, LPInst.# 2005-12274R.P.R.D.C.T.7 of 72. Exhibit - 1 page
1. Description - 6 pages
"Intregal Parts Of this Document"
EXHIBIT B - MMD REIMBURSABLE EXPENSES
Project
Number Project Name Project Type Construction Party Service
Facility
Type
Required Right
of Way
City
Utilization
Development
Utilization Estimate City Cost
MMD/
Development
Cost
MMD
Reimbursement?
COD Off-Site/ MMD
Participation Ownership Maintainance
D-1 12/20-inch Robson Ranch Transmission Main Offsite MMD Water 2,856,600$ -$ 2,856,600$ Eligible N/A COD COD
D-2 36-inch I-35 Transmission Main Offsite MMD Water 13,405,900$ -$ 13,405,900$ Eligible N/A COD COD
D-3 30-inch Cole Ranch Transmission Main Offsite MMD Water 12,266,600$ -$ 12,266,600$ Eligible N/A COD COD
D-4 24-inch Southwest EST Transmission Main Offsite MMD Water 12,151,900$ -$ 12,151,900$ Eligible N/A COD COD
D-5 12/16-inch John Pane Transmission Main Onsite MMD Water 4,388,000$ -$ 4,388,000$ Eligible N/A COD COD
D-6 12-inch Underwood Transmission Main Offsite MMD Water 2,888,200$ -$ 2,888,200$ Eligible N/A COD COD
D-7 2.0 MG Hunter Cole Elevated Storage Tank & 24-inch Water Line Onsite MMD Water 10,841,900$ -$ 10,841,900$ Eligible N/A COD COD
D-8 12/16-inch Hunter Ranch Transmission Main Onsite MMD Water 5,896,600$ -$ 5,896,600$ Eligible N/A COD COD
D-9 12-inch Cole Ranch Looping Transmission Main Onsite MMD Water 4,326,700$ -$ 4,326,700$ Eligible N/A COD COD
D-10 12-inch Hunter Ranch Looping Transmission Main Onsite MMD Water 2,284,300$ -$ 2,284,300$ Eligible N/A COD COD
D-1 27-inch Cole Ranch Interceptor Phase-2 Offsite MMD Wastewater 14,177,100$ -$ 14,177,100$ Eligible N/A COD COD
D-2 24/36-inch Roark Branch Interceptor Phase 1 Offsite MMD Wastewater 11,915,200$ -$ 11,915,200$ Eligible N/A COD COD
D-3 24-inch Creekway Drive Interceptor Offsite MMD Wastewater 8,440,800$ -$ 8,440,800$ Eligible N/A COD COD
D-4 21/27/30-inch Roark Branch Interceptor Phase 2 Onsite MMD Wastewater 17,108,800$ -$ 17,108,800$ Eligible N/A COD COD
D-5 8/12/15-inch Hunter Ranch West Collectors Onsite MMD Wastewater 4,772,100$ -$ 4,772,100$ Eligible N/A COD COD
D-6 8/12/15/21-inch Cole Ranch Collectors Onsite MMD Wastewater 13,032,000$ -$ 13,032,000$ Eligible N/A COD COD
D-7 27-inch Cole Ranch Interceptor Phase 1 Offsite MMD Wastewater 3,975,300$ -$ 3,975,300$ Eligible N/A COD COD
D-8 8/12/15-inch Hunter Ranch East Collectors Onsite MMD Wastewater 7,525,900$ -$ 7,525,900$ Eligible N/A COD COD
D-9 8/12/15-inch Hunter Ranch Central Collectors Onsite MMD Wastewater 5,737,900$ -$ 5,737,900$ Eligible N/A COD COD
D-10 8/15-inch Hunter Ranch South Collectors Onsite MMD Wastewater 4,254,800$ -$ 4,254,800$ Eligible N/A COD COD
52790 R3/FM 2449 - West of Loop 288 Onsite MMD Roads Principal 6-lane divided 12,500,200$ -$ 12,500,200$ Eligible N/A COD/TXDOT COD/TXDOT
52771 R2/Allred Road - East of John Paine Road Onsite MMD Roads Principal 6-lane divided 7,775,700$ -$ 7,775,700$ Eligible N/A COD COD
52773 R2/Allred Road - West of John Paine Road Onsite MMD Roads Principal 6-lane divided 26,420,500$ -$ 26,420,500$ Eligible N/A COD COD
52879 R6 - South of FM 2449 Onsite MMD Roads Minor 4-lane divided 24,968,700$ -$ 24,968,700$ Eligible N/A COD COD
52866 R7 - West of Loop 288 Onsite MMD Roads Minor 4-lane divided 10,551,700$ -$ 10,551,700$ Eligible N/A COD COD
52823 R16 - North of FM 2449 Onsite MMD Roads Collector 4-lane divided 9,842,200$ -$ 9,842,200$ Eligible N/A COD COD
52943 R10 - East of Loop 288 Onsite MMD Roads Minor 4-lane divided 1,596,100$ -$ 1,596,100$ Eligible N/A COD COD
52872 R18 - West of John Paine Road Onsite MMD Roads Collector 4-lane divided 8,423,500$ -$ 8,423,500$ Eligible N/A COD COD
52791 R15 - North of Allred Road Onsite MMD Roads Collector 4-lane divided 6,384,200$ -$ 6,384,200$ Eligible N/A COD COD
52828 R5 - North of Allred Road Onsite MMD Roads Minor 4-lane divided 19,684,500$ -$ 19,684,500$ Eligible N/A COD COD
52853 R13 - North of R2 Onsite MMD Roads Collector 4-lane divided 10,019,600$ -$ 10,019,600$ Eligible N/A COD COD
52767 R12 - West of R4 Onsite MMD Roads Collector 4-lane divided 17,379,400$ -$ 17,379,400$ Eligible N/A COD COD
52953 R1/John Paine Road - North/South of Allred Road Onsite MMD Roads Principal 4-lane divided 41,787,600$ -$ 41,787,600$ Eligible N/A COD COD
52756 R4 - North of Robson Ranch Road Onsite MMD Roads Principal 4-lane divided 6,445,300$ -$ 6,445,300$ Eligible N/A COD COD
52777 R9 - South of Allred Road Onsite MMD Roads Minor 4-lane divided 4,344,600$ -$ 4,344,600$ Eligible N/A COD COD
52824 R11 - East of R4 Onsite MMD Roads Collector 4-lane divided 12,058,900$ -$ 12,058,900$ Eligible N/A COD COD
52782 R19 - West of R9 Onsite MMD Roads Collector 4-lane divided 3,901,400$ -$ 3,901,400$ Eligible N/A COD COD
52782 R20 - West of R9 Onsite MMD Roads Collector 4-lane divided 2,926,000$ -$ 2,926,000$ Eligible N/A COD COD
52808 R8 - North of Loop 288 Onsite MMD Roads Principal 4-lane divided 5,546,100$ -$ 5,546,100$ Eligible N/A COD COD
52807 R14 - Hunter NE Collector Onsite MMD Roads Collector 4-lane divided 5,675,000$ -$ 5,675,000$ Eligible N/A COD COD
52788 R17 - Cole - West Collector Onsite MMD Roads Collector 4-lane divided 2,926,000$ -$ 2,926,000$ Eligible N/A COD COD
Hunter - 10' Regional Trails Right of Way (5.4 miles)Amenity MMD Parks 3,379,050$ $- 3,379,050$ Eligible N/A COD District
Hunter - 6' Community Trails Right of Way (.8 miles)Amenity MMD Parks 268,104$ $- 268,104$ Eligible N/A COD District
Hunter - Streetscape-Signature Parkway Amenity Developer Private 11,323,315$ $- 11,323,315$ Eligible N/A COD District
Hunter - Streetscape-Urban Blvd Amenity Developer Private 4,866,906$ $- 4,866,906$ Eligible N/A COD District
Cole - 10' Regional Trails Right of Way (6.9 miles)Amenity MMD Parks 4,279,725$ $- 4,279,725$ Eligible N/A COD District
Cole - 6' Community Trails Right of Ways (.8 miles)Amenity MMD Parks 268,104$ $- 268,104$ Eligible N/A COD District
Cole - Streetscape-Signature Parkway Amenity Developer Private 12,258,497$ $- 12,258,497$ Eligible N/A COD District
Cole - Streetscape-Urban Blvd Amenity Developer Private 3,642,075$ $- 3,642,075$ Eligible N/A COD District
Cole - Streetscape-Collector Amenity Developer Private 12,669,100$ $- 12,669,100$ Eligible N/A COD District
EXHIBIT B - LIST OF IMPROVEMENT PROJECTS
EXHIBIT B - MMD REIMBURSABLE EXPENSES
Project
Number Project Name Project Type Construction Party Service
Facility
Type
Required Right
of Way
City
Utilization
Development
Utilization Estimate City Cost
MMD/
Development
Cost
MMD
Reimbursement?
COD Off-Site/ MMD
Participation Ownership Maintainance
LDDS-1 (Lakes/Drainage/Dams/Spillways)Offsite MMD Drainage 15,120,000$ -$ 15,120,000$ Eligible N/A District District
LDDS-2 (Lakes/Drainage/Dams/Spillways)Offsite MMD Drainage 13,230,000$ -$ 13,230,000$ Eligible N/A District District
LDDS-3 (Lakes/Drainage/Dams/Spillways Offsite MMD Drainage 9,450,000 9450000 Eligible N/A District District
West Side Service Center Land & Funding COD Funding 525,000$ -$ 525,000$ Eligible N/A COD COD
Cole Fire Station Land & Funding COD Land 90,000$ -$ 90,000$ Eligible N/A COD COD
Hunter Fire Station Land & Funding COD Land 90,000$ -$ 90,000$ Eligible N/A COD COD
Elevated Water Storage Tank Land & Funding COD Land 150,000$ -$ 150,000$ Eligible N/A COD COD
West Side SW Transfer Station Land & Funding COD Funding 225,000$ -$ 225,000$ Eligible N/A COD COD
West Side Booster Pump Station Land & Funding COD Funding 75,000$ -$ 75,000$ Eligible N/A COD COD
Hickory Creek Wastewater Lift Station Land & Funding COD Funding 45,000$ -$ 45,000$ Eligible N/A COD COD
Capital Expense for Emergency Services (Fire)Land & Funding COD Funding 10,000,000$ -$ 10,000,000$ Eligible N/A COD COD
Maintenance & Operation*M&O MMD M&O 90,000,000$ -$ 90,000,000$ Eligible N/A District District
Developer Interest Interest MMD Interest 78,071,432$ -$ 78,071,432$ Eligible N/A District District
Contingency (15%)Contingency MMD Contingency 108,569,892$ 108,569,892$ Eligible N/A District District
782,000,000$ -$ 782,000,000$ -$
*MMD Reimbursement for M&O is limited to $8,000,000
Note - The cost of the "MMD" facilities noted above will be determined by future studies, analysis or designs that will further define the proportional benefit to the individual districts.
N
Hunter Ranch - Cole Ranch
16"WL 24"WL16"W L
12"WL
12"WL
16"WL12"WL12"WL 12"WL
12"WL
12"WL24"WL16"WL
12"WL12"WL12"WL
12"WL
24"WL
2
4
"WL36"WL36"WL30"WL30"WL30"WL24"WL 30"WL12"WL30"WL20"WL36"WL
36"WL12"WL36"WL24"WL
20"WL16"WL
City Park
Proposed
377
Vintage Dr.
35WC. Wolfe RoadTom Cole Road
Cole Ranch
Hunter Ranch ParcelOutH. Lively Road
Hunter RanchRobson RanchCity of Denton
Town of ArgyleRobson Ranch Road
LegendJohn Paine RdAllred RoadUnderwood Dr.Hunter RanchMcCutchinOut Parcel
FM 2449
Airport
Enterprise
Denton
35W
January 17, 2020
377
Offsite Potable Water
Water
Loop 288
Transmission
I-35 Water
2.0 MGD
Water Tank
Water Tank
Existing
Onsite Potable Water
Water Tank Pressure / Elevation
Potable Water Service Area -
Water Tower
Water
Allred
Central
Southwest
Cen
tra
l
Sou
thwest
Potable Water Bore
Pressure Plane
35E
35
D-3
D-3
D-6
D-6
D-7D-7
D-5
D-9
D-9
D-9
D-10
D-10
D-4
D-4
D-4
D-4
D-1
D-8
D-8
D-8
D-2
D-2
D-5
D-6
Exhibit B1-A
EXHIBIT B-1 - MAPS OF DEVELOPMENT OFF-SITE AND DEVELOPMENT ON-SITE
N
Hunter Ranch - Cole Ranch12"SS12"SS12"SS8"S
S
12"SS 12"SS8"SS8"SS12"SS15"SS15"SS 8"SS15"SS8"SS8
"SS12"SS1
2
"
S
S
8"SS
15"SS15"SS
15"SS
12"SS
21
"SS
27
"SS
27"SS30"SS30"SS
30"SS27"SS27"SS21"SS
21"SS
15"SS
15"SS8"SS12"SS15"SS15"S
S12"SS8"SS
24"SS 24"SS
24"SS
24"SS36"SS
36"SS
36"SS
27
"SS
27"SS
27"
S
S
City Park
Proposed
Branch
Graveyard
Branch
Roark
377
Vintage Dr.
35WC. Wolfe RoadTom Cole Road
Branch
Hickory
Cole Ranch
Hunter Ranch ParcelOutH. Lively Road
Hunter RanchRobson RanchCity of Denton
Town of ArgyleRobson Ranch Road Outfall
Country Lakes
LegendJohn Paine RdAllred RoadUnderwood Dr.Hunter RanchMcCutchinOut Parcel
FM 2449
Airport
Enterprise
Denton
Sanitary Sewer Service Area
35W
January 17, 2020
377
Sanitary Sewer Bore
Onsite Sanitary Sewer
Offsite Sanitary Sewer
Sanitary Sewer Manhole
35
35E
D-6
D-6
D-6
D-6
D-10
D-10
D-10
D-9
D-7
D-2D-2
D-4
D-4
D-9
D-4
D-4
D-5
D-3
D-3
D-1
D-1
D-8
D-8
D-8
D-9
D-5
Exhibit B1-B
N
Hunter Ranch - Cole Ranch
City Park
Proposed
377
Vintage Dr.
35WC. Wolfe RoadTom Cole Road
ParcelOutH. Lively Road
Robson RanchCity of Denton
Town of ArgyleRobson Ranch Road
LegendJohn Paine RdAllred RoadUnderwood Dr.McCutchinOut Parcel
FM 2449
Airport
Enterprise
Denton
35W
377
Collector
West
Collector
West
Arterial
Mid
West Collector
Arterial
Mid
Collector
South
HRP - East
Johnson St
JP - East
East Collector
N.E. Collector
Arterial
2499
Arterial
Allred Road
Arterial
Secondary
Arterial
Roadway Infrastructure
Primary Arterial
Secondary Arterial
Collector
Bridge
Signal
Loop 288
(By TxDOT)
Loop 288
Arterial
School Road
Westerly
Cole Ranch
Hunter Ranch
North Arterial
Hunter RanchHunter RanchCollector
North
Cole Ranch
Hunter Ranch
46 Ac.
LDDS-2
33 Ac.
LDDS-3
Collector
N.E.
53 Ac.
LDDS-1
Arterial
Allred Road
Arterial
2499
(By TxDOT)
Loop 288
Lakes / Dams / Detention / Spillways
Exhibit B1-C
52953
52953
52953
52953
52771
52773
52773
52790
52879
52879
52879
52866
52823
52943
52872
52791
52828
52828
52828
52853
52767
52767
52756
52777
52824
52782
52782
52808
52807
52788
March 6, 2020
2/11/2020
Multi-Family
Units
Single Family
Units
Park
Dedication
Requirement
*Requirement
with 50%
Reduction
Developer
Planned
Dedication
Amount
Park Development
Fees (as of 12/2019)
Hunter Ranch 3,250 7,000 63.63 31.815 64#$2,644,750
Hunter Ranch
Access
Open to public
Open to public
Open to public
Open to public
Private
Open to public
Open to public
Open to public
Hunter Ranch - Park Improvement Summary Tables
EXHIBIT "C"
** 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.
#1x 54 acre City Park & 2x 5 acre Neighborhood Parks (minimum)
* PAE - Public Access Easement
Upland ESA trails*District/HOA with PAE District/HOA
Lakes*District/HOA with PAE District/HOA
District/HOA
District/HOA
District/HOA
District/HOA
District/HOACity
District/HOA with PAE
District/HOA with PAE
District/HOA
District/HOA with PAE
Neighborhood Park
Dog Park*
Pocket Park*
Amenity Centers
Trails*
Parks and Trails - Ownership, Maintenence and Access
Description Ownership Maintenance
City Park**City District/HOA
*10' trails will have a 30' easement and 6' trails will have a 26' easement, this allows for additional space if needed for
programming, easement could be modified as needed pending space allocation
*The City of Denton will have an access easement on all trails outside of the right-of-way
*All mileage on the trails is approximate until design is finalized
Trail System (Not required by the Park Dedication and Development Ordinance)
Park Dedication and Development Requirements for Hunter and Cole Ranch
*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
***Developer financial commitment to construct City -owned parks includes only the City Park and Neighobrhood Parks
11 Miles 21 Miles
Total Trails
32 Miles
10' Regional Trails 6" Community Trails
Page 1 of 2
EXHIBIT C - PARK IMPROVEMENTS
Meets the ten minute walk provision
Passive park use with landscaping, benches, etc.
Private amenity centers with dedicated parking
On-street parking provided for pocket parks
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
Neighborhood Park Minimum 5 acres each
Minimum two Neighborhood Parks
Provided adjacent to each elementary school site if agreed by City and DISD
Playground Designed for ages 2-5 and 5-12
Dog Park Approximately 3 acres
One enclosed dog free-play facility provided
Up to three play areas included in the design
Dedicated parking area
Picnic Tables, Trash Cans and Benches
Playground area with equipment incorporating shade structures
Trails
Practice fields for baseball, softball, soccer and football
Dedicated parking area
Park Improvements
Park Type Description of Improvements
City Park Minimum 54 acres
Page 2 of 2
EXHIBIT C-1 - PARK PLAN
RESOLUTION NO .
A RESOLUTION OF THE CITY OF DENTON, TEXAS, CONSENTING TO THE CREATION
OF "HUNTER RANCH IMPROVEMENT DISTRICT NO. 1 OF DENTON COUNTY, TEXAS"
AND THE INCLUSION OF LAND THEREIN; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, pursuant to Section 59, Article XVI, Texas Constitution, Hunter Ranch
Improvement District No . 1 of Denton County, Texas (the "District") has been created during the
86th Regular Session of the Texas Legislature through the passage ofHB 4683 and codified under
Chapter 3980, Special District Local Laws Code (the "District Act"), to include the land shown in
Exhibit A within the City of Denton, Texas (the "City"), as a special district for the benefit of the
public, including the acquisition, construction, improvement, financing, operation, and
maintenance of water, wastewater, drainage, road, landscaping, park and recreational facilities;
and
WHEREAS, 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, THEREFORE, THE COUNCIL OF THE 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 Exhibit 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 Section 3980.0109(a)(1) 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 Exhibit B is not recorded in the real property records of
Denton County, Texas, within 180 calendar days from the date of passage of this resolution, the
City's consent, granted in Section 2 above shall 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.
1
EXHIBIT D - CONSENT RESOLUTION
SECTION 4 . As a condition of the consent given by the City pursuant to this res o lution,
the District shall be subject to the following terms and provisions :
(a) Board ofDirectors
(i) The City may appoint one additional director to the District board of directors.
(b) Construction of Improvement Projects
(i) The District may provide, design, construct, acquire, improve, relocate, operate,
maintain, or finance, 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 of 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, st ating the date that
the construction will be commenced ;
(iv) The construction of each Improvement Project described above will be in
accordance with plans and specifications approved by the City; and during the
progress of the construction and installation of the improvements, the City or a
City representative may 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 op erating agreement
between the City and the District.
(c) Issuance ofBonds
(i) The District may issue Bonds payable wholly or partly from ad valorem taxes,
revenue other than assessments, contract payments, grants, or other District
money, or any combination of those sources of money, only to pay for an
authorized District purpose or project ;
(ii) Each series ofBonds will have a maximum maturity of30 years, and expressly
provide that the District reserves the right to redeem each series of Bonds on
any date not later than the 1Oth annivers ary of the date of issuance without
premmm;
(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 by special assessment revenues
ofthe District;
2
(vi) The Bonds will not be payable from or secured by a pledge of ad valorem taxes
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 ofBonds issued by the District when combined with the
District's Bonds outstanding at the time of issuance may not exceed ten percent
( 10%) of the assessed value of all real property in the District;
(viii) No Bonds, other than refunding Bonds, will be sold for less than 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
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 extend 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
together 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 staff must complete its review of the Bond Documents not later than
the 30th day after the date the City receives such documents. In the event the
City staff determines a developer or the District is not in compliance, 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 reasonable detail the basis for the City staff objection and the District
shall be given a reasonable time to cure based on 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 ofNoncompliance") of
such determination to the District. Subsequent to its receipt of the Final Notice
ofNoncompliance, 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
3
(i) The City's consent to the creation of the District granted 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 district 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.
(f) 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 terminable at will at the discretion of the District upon 30 days
written notice or is subject to appropriation by the District.
(ii) 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 C ity 's consent to the creation of the District expire pursuant to
Section 3 above, any operating agreement executed by the City and District
pursuant to Section 3980.0109(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 agreement in the above reference section of the
District Act shall be deemed unmet and the District shall be considered to have
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 shall be entitled to injunctive relief or a writ of mandamus issued by a
court of competent jurisdiction restraining, 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
4
SECTI ON 6 . This resolution shall be in full force and effect 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:
Aye Nay Abstain Absent
Mayor Chris Watts:
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:
PASSED AND APPROVED this the __ day of ___ __J 2020.
CHRIS WATTS, MAYOR
ATTEST :
ROSARIOS , CITY SECRETARY
BY: ------------------------------
APPROVED AS TO LE GAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
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DESCRIPTION OF
THREE TRACTS OF LAND
TRACT 1
BEING a tract of land situated in the E. Pizano Survey, Abstract Number 994, the G. Pettingale
Survey, Abstract Number 1041, the J. Taft Survey, Abstract Number 1269, the G. West Survey,
Abstract Number 1393, the B.B.B. & C.R.R. CO. Survey, Abstract Number 158, Denton County,
Texas, and being all of the remainder of that tract of land described by deed to Petrus
Investment, L.P. (tract 1), recorded in Instrument Number 1998-117450, and all of that tract of
land described by deed to Hillwood Investment Land, L.P., recorded in Instrument Number
2015-146192, Real Property Records, Denton County, Texas, and being more particularly
described by metes and bounds as follows:
BEGINNING at the southwest corner of said Tract 1, being in the north right-of-way line of
Robson Ranch Road;
THENCE N 00°37’44”W, 3285.00 feet, departing said north right-of-way line;
THENCE N 00°29’34”W, 3074.88 feet;
THENCE S 89°50’59”W, 1215.90 feet;
THENCE N 00°07’16”E, 3802.59 feet;
THENCE N 89°46’52”E, 5806.39 feet;
THENCE N 01°19’45”E, 92.25 feet;
THENCE N 89°29’17”E, 5406.54 feet, to the approximate center line of John Paine Road;
THENCE N 00°09’21”W, 6119.82 feet, with said approximate center line;
THENCE N 44°00’59”E, 231.30 feet, departing said approximate center line, to the south right-
of-way line of FM 2449, being the beginning of a curve to the right;
THENCE with said south right-of-way line and said curve to the right, an arc distance of 215.79
feet, through a central angle of 11°16’41”, having a radius of 1096.28 feet, the long chord which
bears S 66°45’34”E, 215.44 feet;
THENCE S 61°07’13”E, 2320.45 feet, continuing with said south right-of-way line, to the
beginning of a curve to the left;
THENCE with said south right-of-way line and said curve to the left, an arc distance of 151.20
feet, through a central angle of 01°29’56”, having a radius of 5779.65 feet, the long chord which
bears S 61°52’12”E, 151.19 feet;
EXHIBIT A - METES AND BOUNDS DESCRIPTION OF DISTRICT AREA
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THENCE S 00°27’53”E, 1963.20 feet;
THENCE S 89°55’28”E, 47.53 feet, to the west right-of-way line of Interstate Highway 35W;
THENCE with said west right-of-way line the following bearings and distances:
S 26°18’12”W, 1542.25 feet;
S 32°02’34”W, 199.99 feet;
S 26°18’12”W, 400.06 feet;
S 19°10’44”W, 201.57 feet;
S 26°18’12”W, 2962.69 feet;
N 33°34’41”W, 200.24 feet;
N 19°12’37”W, 155.68 feet;
N 00°31’13”W, 111.31 feet;
N 30°43’14”W, 44.34 feet;
N 89°58’11”W, 46.00 feet;
S 29°23’22”W, 44.72 feet;
S 00°31’13”E, 210.31 feet;
S 10°43’27”E, 103.30 feet;
S 00°31’13”E, 118.88 feet;
S 33°43’52”E, 270.79 feet;
S 26°18’12”W, 2560.86 feet;
S 27°54’47”W, 605.73 feet;
S 29°23’19”W, 2716.37 feet;
S 35°04’08”W, 202.07 feet;
S 29°23’19”W, 899.62 feet;
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S 32°15’04”W, 144.34 feet;
S 89°59’41”W, 56.40 feet;
S 00°37’05”E, 92.68 feet;
S 29°23’19”W, 749.32 feet;
S 32°50’37”W, 497.80 feet;
S 29°18’00”W, 128.98 feet;
S 29°23’18”W, 922.23 feet;
THENCE S 65°32’46”W, 23.56 feet, to the north right-of-way line of Robson Ranch Road;
THENCE with said north right-of-way line the following bearings and distances:
S 89°52’13”W, 246.95 feet;
N 00°19’14”W, 5.20 feet;
S 89°53’26”W, 290.34 feet;
S 00°06’34”E, 5.00 feet;
S 89°53’26”W, 200.00 feet;
S 00°06’34”E, 5.00 feet;
S 89°53’26”W, 600.00 feet;
S 00°06’34”E, 5.00 feet;
THENCE S 89°53’26”W, 4134.86 feet to the Point of Beginning and containing 102,688,371
square feet or 2357.40 acres of land more or less.
TRACT 2
BEING a tract of land situated in the B.B.B. & C.R.R. Co. Survey, Abstract Number 158, the J.
Taft Survey, Abstract Number 1269, the B.B.B & C.R.R. Co. Survey, Abstract Number 159, the
G. Pettingale Survey, Abstract Number 1041, the B.B.B. & C.R.R. Co. Survey, Abstract Number
160, the S. Pritchett Survey, Abstract Number 1021 and the G. West Survey, Abstract Number
1393, Denton County, Texas, and being the remainder of that tract of land described by deed to
Petrus investment, L.P., recorded in Instrument Number 1998-117450, Real Property Records,
Denton County, Texas and being more particularly described by metes and bounds as follows:
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BEGINNING at the intersection of the of John Paine Road and Johnson Lane;
THENCE S 00°30’43”E, 3045.50 feet, with the approximate centerline of said John Paine Road,
to the beginning of a curve to the left;
THENCE with said approximate centerline and said curve to the left, an arc distance of 179.75
feet, through a central angle of 19°11’48”, having a radius of 536.50 feet, the long chord which
bears S 09°24’16”W, 178.91 feet;
THENCE S 00°13’45”E, 426.23 feet, with said approximate centerline;
THENCE S 89°53’42”W, 2258.03 feet, departing said approximate centerline;
THENCE N 00°26’28”E, 497.90 feet;
THENCE S 89°59’41”W, 273.92 feet, to the east right-of-way line of Interstate Highway 35W;
THENCE with said east right-of-way line the following bearings and distances:
N 29°23’19”E, 847.04 feet;
N 23°44’25”E, 203.21 feet;
N 29°23’16”E, 2716.06 feet;
N 27°54’47”E, 621.79 feet;
N 26°18’12”E, 2150.05 feet;
N 89°55’52”E, 470.07 feet;
S 76°13’57”E, 71.47 feet;
N 89°37’20”E, 80.00 feet;
N 71°38’56”E, 52.97 feet;
N 16°39’41”E, 51.30 feet;
N 70°04’44”W, 229.45 feet;
N 54°35’05”W, 163.69 feet;
N 33°40’57”W, 209.99 feet;
N 26°18’12”E, 3164.78 feet;
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N 36°14’02”E, 202.95 feet;
N 26°18’12”E, 399.25 feet;
N 32°45’23”E, 400.40 feet;
N 26°18’12”E, 399.87 feet;
N 14°58’58”E, 305.66 feet;
N 26°18’12”E, 833.31 feet;
THENCE N 89°32’14”E, 1998.29 feet, departing said east right-of-way line;
THENCE S 00°48’03”E, 5473.72 feet, to the approximate centerline of Allred Road;
THENCE S 89°49’27”W, 3048.35 feet, with said approximate centerline;
THENCE S 00°27’04”E, 2640.07 feet, departing said approximate centerline;
THENCE S 89°59’08”W, 2353.13 feet to the Point of Beginning and containing 31,246,880
square feet or 717.33 acres of land more or less.
TRACT 3
BEING a tract of land situated in the S. Pritchett Survey, Abstract Number 1004, the G. West
Survey, Abstract Number 1393, the C.W. Byerly Survey, Abstract Number 1458, and the J.
Dalton Survey, Abstract Number 353, Denton County, Texas, and being all of the remainder of
that tract of land described by deed to Petrus Investment, L.P., (tract 3) recorded in Instrument
Number 1998-117450, Real Property Records, Denton County, Texas, and being more
particularly described by metes and bounds as follows:
BEGINNING at an ell corner in the east line of said tract 3, being the northwest corner of that
tract of land described by deed to Southwest Denton Venture, recorded in Instrument Number
1994-94865, said Real Property Records;
THENCE S 00°26’39”E, 996.99 feet, with the east line of said tract 3, to the north right-of-way
line of FM 2449, being the beginning of a curve to the right;
THENCE with said north right-of-way line and said curve to the right, an arc distance of 95.22
feet, through a central angle of 00°57’38”, having a radius of 5679.65 feet, the long chord which
bears N 61°36’02”W, 95.22 feet;
THENCE N 61°07’13”W, 2320.45 feet, with said north right-of-way line;
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THENCE N 00°16’51”W, 99.92 feet, to the approximate centerline of Underwood Road;
THENCE N 89°44’37”E, 986.31 feet, with said approximate centerline;
THENCE N 01°13’53”E, 1106.15 feet, continuing with said approximate centerline, to the
southwest corner of that tract of land described by deed to W.C. Lynch, recorded in Instrument
Number 1991-23744, said Real Property Records;
THENCE S 89°48’49”E, 1847.04 feet, with the south line of said Lynch tract;
THENCE S 00°25’26”E, 427.73 feet, departing said south line, to the approximate centerline of
Hickory Creek;
THENCE with the approximate centerline of Hickory Creek the following bearings and
distances:
S 40°20’08”E, 256.75 feet;
S 49°08’35”E, 333.56 feet;
S 44°58’00”E, 94.76 feet;
S 24°00’36”E, 123.31 feet;
S 05°41’36”W, 211.41 feet;
THENCE S 02°18’34”E, 131.60 feet, to the north line of the aforementioned Southwest Denton
JV tract;
THENCE S 89°32’45”W, 1271.86 feet, departing said Hickory Creek, to the Point of
Beginning and containing 4,050,704 square feet or 92.99 acres of land more or less.
"This document was prepared under 22 TAC 663.21, does not reflect the results of an on the ground
survey, and is not to be used to convey or establish interests in real property except those rights and
interests implied or established by the creation or reconfiguration of the boundary of the political
subdivision for which it was prepared."
1
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
EXHIBIT B - FORM OF CONSERVATION EASEMENT
2
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 11B, 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.
3
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 or through the Property, including, but not limited to, access easements and
4
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 elsewh ere 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 under the Property from a surf ace location off the 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
5
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 pub lic 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 th e 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 otherw ise 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.
E. Animal and Game Management and Hunting.
6
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 of topsoil,
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 plantin g 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.
7
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 of the breach to completion. If Grantor fails 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
8
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
9
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 impossible the continued use of the
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 of the 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(l) 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
10
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.
O. 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 sign ed 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 par ty 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
11
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]
12
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: ____________________
13
CITY OF DENTON, Grantee
By: T
Todd Hileman, City Manager, under the authority of
Ordinance No. 20-_____________.
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO FORM:
AARON LEAL, CITY ATTORNEY
EXHIBIT A
LEGAL DESCRIPTION
Peloton Job No. HWR18008 Tracking No. TBD
ALLIANCE February 26, 2020
C:\USERS\CHAMILTON\DESKTOP\HWR18008_EA1.DOCX Page 1 of 4
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°57’05”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°44’57”W, 91.64 feet;
THENCE S 18°27’31”E, 32.27 feet;
THENCE S 09°23’50”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°43’50”E, 62.90 feet;
THENCE S 74°35’19”E, 72.93 feet;
THENCE S 81°28’52”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°12’54”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 Tracking No. TBD
ALLIANCE February 26, 2020
C:\USERS\CHAMILTON\DESKTOP\HWR18008_EA1.DOCX Page 2 of 4
THENCE S 64°27’00”E, 71.11 feet;
THENCE S 22°45’39”W, 36.56 feet;
THENCE S 42°51’12”E, 41.54 feet;
THENCE S 09°59’58”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, 36.38 feet;
THENCE N 88°46’55”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°19’53”W, 56.59 feet;
THENCE S 50°19’55”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°07’52”W, 128.20 feet;
THENCE N 66°46’28”W, 127.49 feet;
THENCE N 52°56’31”W, 159.22 feet;
THENCE N 44°53’19”W, 170.88 feet;
THENCE N 28°11’33”W, 149.95 feet;
THENCE N 15°26’55”W, 153.04 feet;
Peloton Job No. HWR18008 Tracking No. TBD
ALLIANCE February 26, 2020
C:\USERS\CHAMILTON\DESKTOP\HWR18008_EA1.DOCX Page 3 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.
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 Hunter Ranch Improvement District No. 1 of Denton County (the
“Original District”) and Hunter Ranch Improvement District No. 1-___ of Denton County (the
“New District”), in connection with that certain Operating Agreement (the “Operating
Agreement”) entered into between the City of Denton, Texas (the “City”), and the Original
District, dated effective as of April 7, 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. 4683 and codified under Chapter 3980, 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 Exhibit “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 Exhibit “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 3980.0708 of the 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. 20-765,
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, Texas.
IN WITNESS WHEREOF, each party has caused this Joinder to be duly executed by its
authorized officer as of the day and year first above written.
[SIGNATURE PAGE TO FOLLOW]
HUNTER RANCH IMPROVEMENT
DISTRICT NO. 1 OF DENTON COUNTY
“Original District”
By:____________________________________
Name:_________________________________
Title:___________________________________
ATTEST: Address:________________________________
____________________________________
Fax:____________________________________
By:_____________________________ Phone:__________________________________
Name:__________________________ Email:__________________________________
Title:____________________________
Address:_________________________
____________________________
Fax:_____________________________
Phone:___________________________
Email:___________________________
HUNTER RANCH IMPROVEMENT
DISTRICT NO. 1-___ OF DENTON COUNTY
“New District”
By:____________________________________
Name:_________________________________
Title:___________________________________
ATTEST: Address:________________________________
____________________________________
Fax:____________________________________
By:_____________________________ Phone:__________________________________
Name:__________________________ Email:__________________________________
Title:____________________________
Address:_________________________
____________________________
Fax:_____________________________
Phone:___________________________
Email:___________________________
EXHIBIT A
COPY OF OPERATING AGREEMENT
EXHIBIT B
DESCRIPTION OF PORTION
OF IMPROVEMENT PROJECTS
TO BE CONSTRUCTED AND FINANCED
1560.029\86729.4
EXHIBIT 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.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON § KNOW ALL MEN BY THESE PRESENTS
That ______________________________________ [ADD APPROPRIATE GRANTOR
INFORMATION HERE INCLUDING ENTITY TYPE AND STATE OF FORMATION AS
APPLICABLE] (herein called “Grantor”), for and in consideration of the sum of TEN AND
NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid
by the CITY OF DENTON, a Texas Home Rule Municipal Corporation (herein called “Grantee”),
215 E. McKinney, 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
EXHIBIT F - FORM OF SPECIAL WARRANTY DEED
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 PRONOUN HERE] devisees, heirs,
successors and assigns shall not have the right to use or access the surface of the Property, in any
way, manner or form, in connection with or related to the reserved oil, gas, and other minerals or
water and/or related to exploration and/or production of the oil, gas, and other minerals or water
reserved herein, including without limitation, use or access of the surface of the Property for the
location of any well or drill sites, well bores, whether vertical or any deviation from vertical, water
wells, pit areas, seismic activities, tanks or tank batteries, pipelines, roads, electricity or other
utility infrastructure, and/or for subjacent or lateral support for any surface facilities or well bores,
or any other infrastructure or improvement of any kind or type in connection with or related to the
reserved oil, gas, and other minerals or water, and/or related to the exploration or production of
same.
As used herein, the term “Minerals” shall include oil, gas, and all associated hydrocarbons,
and shall exclude (i) all substances that any reasonable extraction, mining or other exploration
and/or production method, operation, process or procedure would consume, deplete or destroy the
surface of the Property; and (ii) all substances which are at or near the surface of the Property.
Nothing herein shall be construed to prohibit the production of the reserved oil, gas, and
other minerals and/or the pooling of the reserved mineral estate with other lands, so long as all
surface operations are located entirely on lands other than the Property.
As used herein, the term “surface of the Property” shall include the area from the surface
of the earth to a depth of five hundred feet (500’) below the surface of the earth and all areas above
the surface of the earth.
The use of the Property shall be restricted to any and all [ADD APPROPRIATE USE
RESTRICTION HERE] uses.
Exceptions to Conveyance and Warranty: See Exhibit “B” attached hereto and made a part hereof
for all purposes.
Grantor hereby assigns to Grantee, without recourse, warranty, or representation, any and
1560.029\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 _______________, 20___.
GRANTOR
_____________________________________
[ADD APPROPRIATE SIGNATURE BLOCK(S) AND ACKNOWLEDGEMENT(S)]
Upon Filing Return To: Property Tax Bills To:
Capital Projects – Real Estate City of Denton Finance Department
Attn: Deanna Cody, Deputy Director 215 E. McKinney Street
216 W. Mulberry Street Denton, Texas 76201
Denton, Texas 76201
1560.026\87618.3
EXHIBIT G
ADDENDUM TO PERMANENT EASEMENT
This Addendum to the foregoing _________ Easement (the “Easement”) 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.
EXHIBIT G - FORM OF ADDENDUM TO PERMANENT EASEMENT
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 property 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\87618.3
9. In the event of a conflict between this Addendum and the Easement, the provisions of this
Addendum shall control.
Exhibit H-1
Public Improvement Cost Summary
Hunter Ranch
Development
Off-Site
MMD
Development
On-site
MMD
Additional Costs Total MMD Costs Development
Costs
Total Developer
Costs Grand Totals
Capital Costs
Roadway Infrastructure -$ 124,123,900$ -$ 124,123,900$ -$ 124,123,900$
Potable Water Infrastructure 14,513,950$ 16,390,475$ -$ 30,904,425$ -$ 30,904,425$
Wastewater Infrastructure 16,809,400$ 28,308,935$ -$ 45,118,335$ -$ 45,118,335$
Lakes/Dams/Spillways/Drainage Conveyance 15,120,000$ -$ 15,120,000$ -$ 15,120,000$
Public Parks & Trails -$ -$ -$ 22,049,315$ 22,049,315$ 22,049,315$
Private Parks, Open Space, Trails & Landscaping w/ Public Access 41,624,920$ 41,624,920$ 41,624,920$
Private Amenity Areas -$ -$ -$ -$ 24,300,000$ 24,300,000$ 24,300,000$
Public Land & Capital Contributions Requirements -$ -$ 5,430,000$ 5,430,000$ 1,912,500$ 1,912,500$ 7,342,500$
Affordable Housing - Capital Contributions -$ -$ -$ 1,500,000$ 1,500,000$ 1,500,000$
MMD Eligible Costs for District Creation & Operation (Cap). 4,000,000$ 4,000,000$ 4,000,000$
0.35 Contingency / Price Escalation 16,101,909$ 58,531,042$ 1,882,581$ 76,515,532$ 31,163,731$ 31,163,731$ 107,679,263$
Additional Costs
Developer Interest -$ -$ 48,796,375$ 48,796,375$ -$ 48,796,375$
Landscape / Maintenance / District Operation - 15 Yrs -$ -$ 41,000,000$ 41,000,000$ -$ 41,000,000$
Total Costs Universe By Funding Source 62,545,259$ 227,354,352$ 101,108,956$ 391,008,567$ 122,550,466$ 122,550,466$ 513,559,033$
* - 3M/YR for 15YR
Total Projected Reimbursement - Does not include Landscape / Maintenance / District Operations 350,000,000$
1.Additional costs not reimbursed through the MMD include In-Tract development costs to include public infrastructure:266,000,000$
2.This table summarizes the public infrastructure costs to be financed by the MMD and the Developer.
3.The developer (or other qualified entity) will pre-fund certain projects listed under MMD Financed Costs along with land acquisition costs therefor and then be reimbursed by the MMD at such time
as the appropriate level of assessed valuation is in place.
4.Developer Financed Costs are those not reimbursed or funded by the MMD.
MMD Financed Costs Developer Financed Cost
EXHIBIT H-1 - PUBLIC IMPROVEMENT COST SUMMARY
Hunter Ranch Summary
Total Reimbursable Costs 350,000,000$
Total Estimated Capital Contributions 6,896,100$
Total Potential Contract Tax Deposits 137,522,856$
District 1 Value in Year 35 2,166,782,617$
District 2 Value in Year 35 2,166,782,617$
District 3 Value in Year 35 2,166,782,617$
District 4 Value in Year 35 2,200,300,363$
Total Value in Year 35 $8,700,648,213
District 1 Bond Principal Capacity 76,870,000$
District 2 Bond Principal Capacity 86,255,000$
District 3 Bond Principal Capacity 100,265,000$
District 4 Bond Principal Capacity 133,485,000$
Total 396,875,000$
District 1 Reimbursement Capacity 65,781,948$
District 2 Reimbursement Capacity 74,033,635$
District 3 Reimbursement Capacity 86,742,295$
District 4 Reimbursement Capacity 115,571,383$
Total $342,129,260
Tax for M&O 0.1000$
Tax for Debt Service 0.3900$
Total Tax Rate 0.4900$
M&O Revenue in Year 35 8,700,648$
$MM financed per $0.01 through year 35 8,772,545$
EXHIBIT H-2 - PLAN OF FINANCE
Hunter Ranch Bond Summary
Hunter Rollup
Bond Sale
Date AV at Issuance
Bond
Principal
Amount COI UW Discount
Capitalized
Interest
Total Available
for
Reimbursement
Potential
Contract Tax
Account
Contributions
Developer
Capital
Contributions
12/1/2024 67,990,708 $4,005,000 $269,743 $120,150 $360,450 $3,254,658 $0 $325,466
12/1/2025 146,511,030 4,585,000 297,873 137,550 309,488 3,840,090 8,232 384,009
12/1/2026 242,019,635 5,475,000 341,038 164,250 246,375 4,723,338 50,874 472,334
12/1/2027 349,969,883 6,525,000 406,963 195,750 261,000 5,661,288 98,250 566,129
12/1/2028 477,268,984 7,690,000 463,465 230,700 307,600 6,688,235 157,418 668,824
12/1/2029 616,039,472 7,655,000 461,768 229,650 306,200 6,657,383 222,365 665,738
12/1/2030 857,472,720 15,190,000 902,180 455,700 865,350 12,966,770 300,609 1,296,677
12/1/2031 1,047,764,823 11,365,000 717,203 340,950 656,313 9,650,535 383,348 965,054
12/1/2032 1,250,159,791 12,205,000 772,943 366,150 488,200 10,577,708 545,629 1,057,771
12/1/2033 1,507,277,931 15,530,000 934,205 465,900 621,200 13,508,695 640,208 494,100
12/1/2034 1,757,056,845 14,310,000 873,535 429,300 572,400 12,434,765 767,590 0
12/1/2035 2,042,756,350 18,035,000 1,130,563 541,050 1,020,400 15,342,988 926,931 0
12/1/2036 2,321,057,356 16,580,000 1,060,630 497,400 896,950 14,125,020 1,078,050 0
12/1/2037 2,561,854,757 14,880,000 992,705 446,400 791,400 12,649,495 1,290,217 0
12/1/2038 2,921,139,403 21,860,000 1,328,150 655,800 1,050,400 18,825,650 1,450,676 0
12/1/2039 3,217,243,306 17,070,000 1,097,725 512,100 682,800 14,777,375 1,587,584 0
12/1/2040 3,613,389,535 24,755,000 1,543,643 742,650 1,336,700 21,132,008 1,826,215 0
12/1/2041 3,905,204,732 17,440,000 1,101,990 523,200 968,475 14,846,335 1,966,866 0
12/1/2042 4,214,367,522 18,675,000 1,172,363 560,250 747,000 16,195,388 2,162,178 0
12/1/2043 4,598,188,506 23,185,000 1,392,123 695,550 927,400 20,169,928 2,283,101 0
12/1/2044 4,960,137,444 21,985,000 1,332,003 659,550 879,400 19,114,048 2,496,973 0
12/1/2045 5,207,999,399 15,065,000 908,543 451,950 602,600 13,101,908 2,755,076 0
12/1/2046 5,325,362,072 7,230,000 531,655 216,900 289,200 6,192,245 2,996,884 0
12/1/2047 5,486,271,590 9,675,000 650,238 290,250 387,000 8,347,513 3,264,241 0
12/1/2048 5,599,834,935 6,985,000 519,773 209,550 279,400 5,976,278 3,459,648 0
12/1/2049 5,749,734,237 9,035,000 619,198 271,050 361,400 7,783,353 3,626,190 0
12/1/2050 5,817,584,149 4,195,000 293,958 125,850 167,800 3,607,393 3,734,975 0
12/1/2051 5,866,798,295 2,990,000 235,515 89,700 119,600 2,545,185 3,894,577 0
12/1/2052 5,917,488,865 3,085,000 240,123 92,550 123,400 2,628,928 4,011,415 0
12/1/2053 5,969,700,152 3,170,000 244,245 95,100 126,800 2,703,855 4,131,757 0
12/1/2054 6,023,477,778 3,275,000 249,338 98,250 131,000 2,796,413 4,255,710 0
12/1/2055 6,078,868,733 3,385,000 254,673 101,550 135,400 2,893,378 4,383,381 0
12/1/2056 6,135,921,416 3,485,000 259,523 104,550 139,400 2,981,528 4,514,883 0
12/1/2057 6,194,685,680 3,615,000 265,828 108,450 144,600 3,096,123 4,650,329 0
12/1/2058 6,255,212,871 3,700,000 269,950 111,000 148,000 3,171,050 4,789,839 0
$377,890,000 $24,135,360 $11,336,700 $17,451,100 $324,966,840 $137,522,856 $6,896,100
District 1
Bond Sale
Date AV at Issuance
Bond
Principal
Amount COI UW Discount
Capitalized
Interest
Total
Reimbursement
Potential
Contract Tax
Account
Contributions
1 12/1/2024 67,990,708 $4,005,000 $269,743 $120,150 $360,450 $3,254,658 $0
2 12/1/2025 146,511,030 4,585,000 297,873 137,550 309,488 3,840,090 8,232
3 12/1/2026 242,019,635 5,475,000 341,038 164,250 246,375 4,723,338 50,874
4 12/1/2027 349,969,883 6,525,000 406,963 195,750 261,000 5,661,288 98,250
5 12/1/2028 477,268,984 7,690,000 463,465 230,700 307,600 6,688,235 157,418
6 12/1/2029 605,149,886 7,745,000 466,133 232,350 309,800 6,736,718 222,365
7 12/1/2030 778,424,692 10,455,000 596,613 313,650 418,200 9,126,538 300,609
8 12/1/2031 845,316,415 4,180,000 293,230 125,400 167,200 3,594,170 374,747
9 12/1/2032 905,645,412 3,625,000 266,313 108,750 145,000 3,104,938 486,148
10 12/1/2033 1,012,355,827 6,435,000 402,598 193,050 257,400 5,581,953 500,733
11 12/1/2034 1,065,913,469 3,325,000 251,763 99,750 133,000 2,840,488 543,374
12 12/1/2035 1,097,890,873 1,940,000 184,590 58,200 77,600 1,619,610 613,015
13 12/1/2036 1,130,827,599 2,000,000 187,500 60,000 80,000 1,672,500 631,406
14 12/1/2037 1,164,752,427 2,220,000 198,170 66,600 177,600 1,777,630 650,348
15 12/1/2038 1,199,695,000 2,195,000 196,958 65,850 131,700 1,800,493 669,858
16 12/1/2039 1,235,685,849 2,195,000 196,958 65,850 87,800 1,844,393 689,954
17 12/1/2040 1,272,756,425 2,275,000 200,838 68,250 91,000 1,914,913 710,653
18 12/1/2041 1,310,939,118 0000 0731,972
19 12/1/2042 1,350,267,291 0000 0753,932
20 12/1/2043 1,390,775,310 0000 0776,550
21 12/1/2044 1,432,498,569 0000 0799,846
22 12/1/2045 1,475,473,526 0000 0823,841
23 12/1/2046 1,519,737,732 0000 0848,557
24 12/1/2047 1,565,329,864 0000 0874,013
25 12/1/2048 1,612,289,760 0000 0900,234
26 12/1/2049 1,660,658,453 0000 0927,241
27 12/1/2050 1,710,478,206 0000 0955,058
28 12/1/2051 1,761,792,553 0000 0983,710
29 12/1/2052 1,814,646,329 0000 01,013,221
30 12/1/2053 1,869,085,719 0000 01,043,618
31 12/1/2054 1,925,158,291 0000 01,074,926
32 12/1/2055 1,982,913,039 0000 01,107,174
33 12/1/2056 2,042,400,431 0000 01,140,389
34 12/1/2057 2,103,672,443 0000 01,174,601
35 12/1/2058 2,166,782,617 0000 01,209,839
$76,870,000 $5,220,740 $2,306,100 $3,561,213 $65,781,948 $34,011,316
District 2
Bond Sale
Date AV at Issuance
Bond
Principal
Amount COI UW Discount
Capitalized
Interest
Total
Reimbursement
Contract Tax
Account
Contributions
12/1/2024 0 $0 $0 $0 $0 $0 $0
12/1/2025 00000 0 0
12/1/2026 00000 0 0
12/1/2027 00000 0 0
12/1/2028 00000 0 0
12/1/2029 10,889,587 0000 0 0
12/1/2030 79,048,028 4,650,000 301,025 139,500 418,500 3,790,975 0
12/1/2031 202,448,409 7,185,000 423,973 215,550 484,988 6,060,490 8,601
12/1/2032 344,514,379 8,590,000 507,115 257,700 343,600 7,481,585 59,480
12/1/2033 494,922,104 9,095,000 531,608 272,850 363,800 7,926,743 139,475
12/1/2034 687,536,515 11,620,000 651,950 348,600 464,800 10,154,650 224,216
12/1/2035 902,761,380 13,020,000 718,450 390,600 520,800 11,390,150 313,916
12/1/2036 1,019,311,890 7,160,000 437,760 214,800 286,400 6,221,040 435,249
12/1/2037 1,063,404,326 2,835,000 227,998 85,050 226,800 2,295,153 563,579
12/1/2038 1,173,597,864 6,740,000 417,390 202,200 404,400 5,716,010 611,572
12/1/2039 1,235,685,849 3,850,000 277,225 115,500 154,000 3,303,275 629,920
12/1/2040 1,272,756,425 2,245,000 199,383 67,350 89,800 1,888,468 710,653
12/1/2041 1,310,939,118 2,310,000 202,535 69,300 92,400 1,945,765 731,972
12/1/2042 1,350,267,291 2,345,000 204,233 70,350 93,800 1,976,618 753,932
12/1/2043 1,390,775,310 2,285,000 201,323 68,550 91,400 1,923,728 776,550
12/1/2044 1,432,498,569 2,325,000 203,263 69,750 93,000 1,958,988 799,846
12/1/2045 1,475,473,526 0000 0823,841
12/1/2046 1,519,737,732 0000 0848,557
12/1/2047 1,565,329,864 0000 0874,013
12/1/2048 1,612,289,760 0000 0900,234
12/1/2049 1,660,658,453 0000 0927,241
12/1/2050 1,710,478,206 0000 0955,058
12/1/2051 1,761,792,553 0000 0983,710
12/1/2052 1,814,646,329 0000 01,013,221
12/1/2053 1,869,085,719 0000 01,043,618
12/1/2054 1,925,158,291 0000 01,074,926
12/1/2055 1,982,913,039 0000 01,107,174
12/1/2056 2,042,400,431 0000 01,140,389
12/1/2057 2,103,672,443 0000 01,174,601
12/1/2058 2,166,782,617 0000 01,209,839
$86,255,000 $5,505,228 $2,587,650 $4,128,488 $74,033,635 $36,096,265
District 3
Bond Sale
Date AV at Issuance
Bond
Principal
Amount COI UW Discount
Capitalized
Interest
Total
Reimbursement
Potential
Contract Tax
Account
Contributions
12/1/2024 0 $0 $0 $0 $0 $0 $0
12/1/2025 00000 0 0
12/1/2026 00000 0 0
12/1/2027 00000 0 0
12/1/2028 00000 0 0
12/1/2029 00000 0 0
12/1/2030 00000 0 0
12/1/2031 00000 0 0
12/1/2032 00000 0 0
12/1/2033 00000 0 0
12/1/2034 3,606,862 0000 0 0
12/1/2035 42,104,097 2,470,000 195,295 74,100 222,300 1,978,305 0
12/1/2036 170,917,868 7,465,000 437,553 223,950 503,888 6,299,610 11,395
12/1/2037 333,698,004 9,835,000 567,163 295,050 393,400 8,579,388 76,290
12/1/2038 547,846,540 12,920,000 713,700 387,600 516,800 11,301,900 169,246
12/1/2039 745,871,607 12,015,000 670,713 360,450 480,600 10,503,238 267,710
12/1/2040 1,048,496,169 18,215,000 965,213 546,450 728,600 15,974,738 404,909
12/1/2041 1,187,998,968 8,635,000 509,298 259,050 345,400 7,521,253 502,921
12/1/2042 1,232,777,066 2,735,000 223,148 82,050 109,400 2,320,403 645,811
12/1/2043 1,360,521,577 7,650,000 461,525 229,500 306,000 6,652,975 665,185
12/1/2044 1,432,498,569 4,460,000 306,810 133,800 178,400 3,840,990 685,140
12/1/2045 1,475,473,526 2,600,000 216,600 78,000 104,000 2,201,400 777,379
12/1/2046 1,519,737,732 2,680,000 220,480 80,400 107,200 2,271,920 800,701
12/1/2047 1,565,329,864 2,775,000 225,088 83,250 111,000 2,355,663 824,722
12/1/2048 1,612,289,760 2,860,000 229,210 85,800 114,400 2,430,590 849,463
12/1/2049 1,660,658,453 2,950,000 233,575 88,500 118,000 2,509,925 874,947
12/1/2050 1,710,478,206 0000 0901,196
12/1/2051 1,761,792,553 0000 0928,231
12/1/2052 1,814,646,329 0000 0956,078
12/1/2053 1,869,085,719 0000 0984,761
12/1/2054 1,925,158,291 0000 01,014,303
12/1/2055 1,982,913,039 0000 01,044,733
12/1/2056 2,042,400,431 0000 01,076,075
12/1/2057 2,103,672,443 0000 01,108,357
12/1/2058 2,166,782,617 0000 01,141,608
$100,265,000 $6,175,368 $3,007,950 $4,339,388 $86,742,295 $33,515,804
District 4
Bond Sale
Date AV at Issuance
Bond
Principal
Amount COI UW Discount
Capitalized
Interest
Total
Reimbursement
Potential
Contract Tax
Account
Contributions
12/1/2024 0 $0 $0 $0 $0 $0 $0
12/1/2025 0 0000 0 0
12/1/2026 0 0000 0 0
12/1/2027 0 0000 0 0
12/1/2028 0 0000 0 0
12/1/2029 0 0000 0 0
12/1/2030 0 0000 0 0
12/1/2031 0 0000 0 0
12/1/2032 0 0000 0 0
12/1/2033 0 0000 0 0
12/1/2034 0 0000 0 0
12/1/2035 0 0000 0 0
12/1/2036 0 0000 0 0
12/1/2037 0 0000 0 0
12/1/2038 0 0000 0 0
12/1/2039 0 0000 0 0
12/1/2040 10,766,953 0000 0 0
12/1/2041 85,762,372 5,040,000 319,940 151,200 453,600 4,115,260 0
12/1/2042 296,771,606 12,880,000 711,800 386,400 772,800 11,009,000 8,504
12/1/2043 510,055,528 12,930,000 714,175 387,900 517,200 11,310,725 64,817
12/1/2044 775,340,428 15,995,000 859,763 479,850 639,800 14,015,588 212,141
12/1/2045 1,092,459,048 19,170,000 1,010,575 575,100 766,800 16,817,525 330,014
12/1/2046 1,325,791,183 14,215,000 775,213 426,450 568,600 12,444,738 499,071
12/1/2047 1,487,391,268 9,765,000 563,838 292,950 390,600 8,517,613 691,493
12/1/2048 1,559,291,515 4,500,000 308,750 135,000 180,000 3,876,250 809,717
12/1/2049 1,666,277,826 6,420,000 401,870 192,600 256,800 5,568,730 896,761
12/1/2050 1,736,937,425 4,350,000 301,475 130,500 174,000 3,744,025 923,664
12/1/2051 1,789,045,547 3,160,000 243,760 94,800 126,400 2,695,040 998,927
12/1/2052 1,842,716,914 3,260,000 248,610 97,800 130,400 2,783,190 1,028,894
12/1/2053 1,897,998,421 3,355,000 253,218 100,650 134,200 2,866,933 1,059,761
12/1/2054 1,954,938,374 3,465,000 258,553 103,950 138,600 2,963,898 1,091,554
12/1/2055 2,013,586,525 3,570,000 263,645 107,100 142,800 3,056,455 1,124,301
12/1/2056 2,073,994,121 3,690,000 269,465 110,700 147,600 3,162,235 1,158,030
12/1/2057 2,136,213,944 3,800,000 274,800 114,000 152,000 3,259,200 1,192,771
12/1/2058 2,200,300,363 3,920,000 280,620 117,600 156,800 3,364,980 1,228,554
$133,485,000 $8,060,068 $4,004,550 $5,849,000 $115,571,383 $31,403,479
splits between the tow entites Preliminary Financing PlanHunter Ranch - All Districts (Rollup)3% Inflation$0.49 Total District Tax RateSeries 1234567891011121314151617181920212223242526272829303132333435TotalsPrincipal Amount $4,005,000 $4,585,000 $5,475,000 $6,525,000 $7,690,000 $7,655,000 $15,190,000 $11,365,000 $12,205,000 $15,530,000 $14,310,000 $18,035,000 $16,580,000 $14,880,000 $21,860,000 $17,070,000 $24,755,000 $17,440,000 $18,675,000 $23,185,000 $21,985,000 $15,065,000 $7,230,000 $9,675,000 $6,985,000 $9,035,000 $4,195,000 $2,990,000 $3,085,000 $3,170,000 $3,275,000 $3,385,000 $3,485,000 $3,615,000 $3,700,000 377,890,000$ COI $269,743 $297,873 $341,038 $406,963 $463,465 $461,768 $902,180 $717,203 $772,943 $934,205 $873,535 $1,130,563 $1,060,630 $992,705 $1,328,150 $1,097,725 $1,543,643 $1,101,990 $1,172,363 $1,392,123 $1,332,003 $908,543 $531,655 $650,238 $519,773 $619,198 $293,958 $235,515 $240,123 $244,245 $249,338 $254,673 $259,523 $265,828 $269,950 24,135,360$ UW Discount $120,150 $137,550 $164,250 $195,750 $230,700 $229,650 $455,700 $340,950 $366,150 $465,900 $429,300 $541,050 $497,400 $446,400 $655,800 $512,100 $742,650 $523,200 $560,250 $695,550 $659,550 $451,950 $216,900 $290,250 $209,550 $271,050 $125,850 $89,700 $92,550 $95,100 $98,250 $101,550 $104,550 $108,450 $111,000 11,336,700$ Capitalized Interest $360,450 $309,488 $246,375 $261,000 $307,600 $306,200 $865,350 $656,313 $488,200 $621,200 $572,400 $1,020,400 $896,950 $791,400 $1,050,400 $682,800 $1,336,700 $968,475 $747,000 $927,400 $879,400 $602,600 $289,200 $387,000 $279,400 $361,400 $167,800 $119,600 $123,400 $126,800 $131,000 $135,400 $139,400 $144,600 $148,000 17,451,100$ Est. Reimbursement Amount $3,254,658 $3,840,090 $4,723,338 $5,661,288 $6,688,235 $6,657,383 $12,966,770 $9,650,535 $10,577,708 $13,508,695 $12,434,765 $15,342,988 $14,125,020 $12,649,495 $18,825,650 $14,777,375 $21,132,008 $14,846,335 $16,195,388 $20,169,928 $19,114,048 $13,101,908 $6,192,245 $8,347,513 $5,976,278 $7,783,353 $3,607,393 $2,545,185 $2,628,928 $2,703,855 $2,796,413 $2,893,378 $2,981,528 $3,096,123 $3,171,050 324,966,840$ Est. Project Cost Reimbursement $2,867,540 $3,383,339 $4,161,531 $5,054,721 $5,971,638 $5,944,092 $11,527,785 $8,543,525 $9,444,382 $12,061,335 $11,102,469 $13,641,314 $12,526,861 $11,294,192 $16,808,616 $13,194,085 $18,800,760 $13,157,284 $14,460,167 $18,008,864 $17,066,114$11,698,132 $5,528,790 $7,453,136 $5,335,962 $6,949,422 $3,220,886 $2,272,487 $2,347,257 $2,414,156 $2,496,797 $2,583,373 $2,662,078 $2,764,395 $2,831,295 289,578,777$ Est. Developer's Interest Amount $387,118 $456,751 $561,807 $606,567 $716,597 $713,291 $1,438,985 $1,107,010 $1,133,326 $1,447,360 $1,332,296 $1,701,674 $1,598,159 $1,355,303 $2,017,034 $1,583,290 $2,331,247 $1,689,051 $1,735,220 $2,161,064 $2,047,934 $1,403,776 $663,455 $894,376 $640,315 $833,931 $386,506 $272,698 $281,671 $289,699 $299,616 $310,005 $319,449 $331,727 $339,755 35,388,063$ Dated 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 12/1/203612/1/2037 12/1/2038 12/1/2039 12/1/2040 12/1/2041 12/1/2042 12/1/2043 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 12/1/2056 12/1/2057 12/1/2058First Payment Date 3/1/2025 3/1/2026 3/1/2027 3/1/2028 3/1/2029 3/1/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 3/1/2035 3/1/2036 3/1/2037 3/1/2038 3/1/2039 3/1/2040 3/1/2041 3/1/2042 3/1/2043 3/1/2044 3/1/2045 3/1/2046 3/1/2047 3/1/2048 3/1/2049 3/1/2050 3/1/2051 3/1/2052 3/1/2053 3/1/2054 3/1/2055 3/1/2056 3/1/2057 3/1/2058 3/1/2059First Maturity Date 9/1/2027 9/1/2028 9/1/2029 9/1/2030 9/1/2031 9/1/2032 9/1/2033 9/1/2034 9/1/2035 9/1/2036 9/1/2037 9/1/2038 9/1/2039 9/1/2040 9/1/2041 9/1/2042 9/1/2043 9/1/2043 9/1/2044 9/1/2045 9/1/2046 9/1/2047 9/1/2048 9/1/2049 9/1/2050 9/1/2051 9/1/2052 9/1/2053 9/1/2054 9/1/2055 9/1/2056 9/1/2057 9/1/2058 9/1/2059 9/1/2060Final Maturity Date 9/1/2050 9/1/2051 9/1/2052 9/1/2053 9/1/2054 9/1/2055 9/1/2056 9/1/2057 9/1/2058 9/1/2059 9/1/2060 9/1/2061 9/1/2062 9/1/2063 9/1/2064 9/1/2065 9/1/2066 9/1/2067 9/1/2068 9/1/2069 9/1/2070 9/1/2071 9/1/2072 9/1/2073 9/1/2074 9/1/2075 9/1/2076 9/1/2077 9/1/2078 9/1/2079 9/1/2080 9/1/2081 9/1/2082 9/1/2083 9/1/2084 Inflation Start DateAV at Issuance 67,990,708 146,511,030 242,019,635 349,969,883 477,268,984 616,039,472 857,472,720 1,047,764,823 1,250,159,791 1,507,277,931 1,757,056,845 2,042,756,350 2,321,057,356 2,561,854,757 2,921,139,403 3,217,243,306 3,613,389,535 3,905,204,732 4,214,367,522 4,598,188,506 4,960,137,444 5,207,999,399 5,325,362,072 5,486,271,590 5,599,834,935 5,749,734,237 5,817,584,149 5,866,798,295 5,917,488,865 5,969,700,152 6,023,477,778 6,078,868,733 6,135,921,416 6,194,685,680 6,255,212,871 Property Inflation Rate3.00% 1/1/20242024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058Prior Year's Assessed ValuationCapitalized InterestDebt Service RequirementsTax Rate per $100 of AVTax Collections @ 98.00%Interest Earnings @ 1.50% Ending Balance Debt Service Coverage %M&O Tax Rate per $100 of AVM&O Tax Collections @ 98.00%Contract Tax Rate per $100 of AVContract Tax Collections @ 98.00%Cumulative Tax Collections- - - 12024 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 360,450 - - - - 360,450 0.4900 - 0.0600 - - 22025 135,169 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14,000,000 309,488 135,169 0.3900 53,508 5,407 593,684 177.2% 0.1000 13,720 0.0600 8,232 8,232 32026 180,225 154,744 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 86,520,000 246,375 334,969 0.3900 330,679 8,905 844,674 109.5% 0.1000 84,790 0.0600 50,874 59,106 42027 275,225 311,325 184,781 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 167,091,750 261,000 771,331 0.3900 638,625 12,670 985,638 85.7% 0.1000 163,750 0.0600 98,250 157,356 52028 275,950 306,600 371,375 195,750 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 267,718,115 307,600 1,149,675 0.3900 1,023,219 14,785 1,181,566 73.8% 0.1000 262,364 0.0600 157,418 314,774 62029 276,450 306,875 370,750 416,000 230,700 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 378,170,960 309,800 1,600,775 0.3900 1,445,369 17,723 1,353,684 64.5% 0.1000 370,608 0.0600 222,365 537,138 72030 276,725 306,925 369,900 419,800 492,600 232,350 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 511,239,867 836,700 2,098,300 0.3900 1,953,959 20,305 2,066,348 73.0% 0.1000 501,015 0.0600 300,609 837,748 82031 276,775 311,750 368,825 418,200 490,200 494,800 470,588 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 651,952,554 652,188 2,831,138 0.3900 2,491,763 30,995 2,410,156 66.8% 0.1000 636,866 0.0600 383,348 1,221,096 92032 276,600 311,125 367,525 416,400 492,600 497,400 877,450 367,894 - - - - - - - - - - - - - - - - - - - - - - - - - - - 927,939,831 488,600 3,606,994 0.3900 3,546,586 36,152 2,874,501 64.4% 0.1000 898,835 0.0600 545,629 1,766,724 102033 276,200 310,275 371,000 419,400 489,600 494,600 987,450 750,525 366,450 - - - - - - - - - - - - - - - - - - - - - - - - - - 1,088,788,885 621,200 4,465,500 0.3900 4,161,351 43,118 3,234,669 60.5% 0.1000 1,056,151 0.0600 640,208 2,406,932 112034 275,575 309,200 369,025 417,000 491,400 496,600 987,100 754,325 778,600 465,900 - - - - - - - - - - - - - - - - - - - - - - - - - 1,305,425,570 597,800 5,344,725 0.3900 4,989,337 48,520 3,525,601 55.7% 0.1000 1,268,129 0.0600 767,590 3,174,522 122035 274,725 307,900 366,825 419,400 492,800 498,200 986,125 752,475 782,000 996,200 448,350 - - - - - - - - - - - - - - - - - - - - - - - - 1,576,413,913 820,700 6,325,000 0.3900 6,025,054 52,884 4,099,239 55.5% 0.1000 1,533,362 0.0600 926,931 4,101,454 132036 278,650 311,375 369,400 416,400 493,800 494,400 994,525 755,200 784,800 991,200 957,800 532,163 - - - - - - - - - - - - - - - - - - - - - - - 1,833,417,762 870,288 7,379,713 0.3869 6,951,772 61,489 4,603,074 54.6% 0.1000 1,770,636 0.0600 1,078,050 5,179,503 142037 277,125 309,400 366,525 418,200 494,400 495,400 991,875 757,275 777,000 990,800 958,400 1,069,550 526,744 - - - - - - - - - - - - - - - - - - - - - - 2,194,246,005 797,800 8,432,694 0.3767 8,100,322 69,046 5,137,549 54.1% 0.1000 2,064,780 0.0600 1,290,217 6,469,720 152038 275,375 307,200 368,425 419,600 494,600 496,000 993,600 748,700 779,000 994,800 953,400 1,130,150 1,082,325 446,700 - - - - - - - - - - - - - - - - - - - - - 2,467,136,639 1,052,900 9,489,875 0.3778 9,134,728 77,063 5,912,365 56.1% 0.1000 2,329,645 0.0600 1,450,676 7,920,396 162039 278,400 309,775 369,875 415,600 494,400 496,200 989,500 749,900 780,400 993,000 958,000 1,127,450 1,091,300 830,600 655,650 - - - - - - - - - - - - - - - - - - - - 2,699,972,659 722,400 10,540,050 0.3785 10,015,787 88,685 6,199,187 51.9% 0.1000 2,555,180 0.0600 1,587,584 9,507,980 172040 275,975 306,900 370,875 416,400 493,800 496,000 989,775 750,450 781,200 995,600 956,800 1,129,150 1,089,225 961,200 1,399,200 541,800 - - - - - - - - - - - - - - - - - - - 3,105,808,045 909,400 11,954,350 0.3797 11,557,784 92,988 6,805,009 51.3% 0.1000 2,950,175 0.0600 1,826,215 11,334,195 182041 278,325 308,800 366,425 416,800 492,800 495,400 994,225 750,350 781,400 992,400 955,000 1,130,025 1,091,500 961,200 1,403,200 1,162,400 682,050 - - - - - - - - - - - - - - - - - - 3,345,010,572 891,400 13,262,300 0.3828 12,548,503 102,075 7,084,687 48.8% 0.1000 3,203,804 0.0600 1,966,866 13,301,062 192042 275,225 310,250 366,750 416,800 491,400 494,400 987,625 754,600 781,000 993,600 957,600 1,125,075 1,087,950 960,600 1,396,200 1,154,800 1,454,400 498,450 - - - - - - - - - - - - - - - - - 3,677,172,770 976,000 14,506,725 0.3870 13,946,560 106,270 7,606,792 49.1% 0.1000 3,626,306 0.0600 2,162,178 15,463,239 202043 276,900 311,250 366,625 416,400 489,600 498,000 990,400 753,000 785,000 994,000 954,400 1,129,525 1,093,750 959,400 1,398,600 1,151,800 1,452,600 924,600 538,800 - - - - - - - - - - - - - - - - 3,882,824,204 914,600 15,484,650 0.3907 14,865,972 114,102 8,016,816 47.4% 0.1000 3,863,561 0.0600 2,283,101 17,746,340 212044 278,125 311,800 371,050 415,600 492,400 496,000 987,125 750,750 783,200 993,600 955,600 1,122,950 1,093,500 957,600 1,400,000 1,158,200 1,460,000 1,049,200 1,148,400 685,950 - - - - - - - - - - - - - - - 4,246,553,284 911,200 16,911,050 0.3906 16,256,919 120,252 8,394,138 45.7% 0.1000 4,221,767 0.0600 2,496,973 20,243,313 222045 273,900 306,900 369,800 419,400 489,600 493,600 993,025 752,850 785,800 997,400 956,000 1,130,775 1,092,400 965,200 1,395,400 1,158,600 1,451,200 1,047,800 1,151,200 1,464,600 683,400 - - - - - - - - - - - - - - 4,685,504,071 870,800 18,378,850 0.3876 17,798,080 125,912 8,810,080 44.5% 0.1000 4,653,744 0.0600 2,755,076 22,998,390 232046 274,450 306,775 368,100 417,600 491,400 495,800 992,675 749,075 782,600 995,200 960,600 1,127,375 1,090,450 956,800 1,395,000 1,158,200 1,456,800 1,045,775 1,148,200 1,462,600 1,456,200 653,100 - - - - - - - - - - - - - 5,096,742,053 675,800 19,784,775 0.3849 19,225,108 132,151 9,058,365 43.0% 0.1000 5,058,615 0.0600 2,996,884 25,995,274 242047 274,550 311,200 370,950 420,400 492,600 497,400 986,275 754,650 783,800 992,200 959,200 1,133,150 1,092,650 963,000 1,403,600 1,152,000 1,451,200 1,053,125 1,154,600 1,464,800 1,459,400 1,390,800 506,850 - - - - - - - - - - - - 5,551,430,601 501,600 21,068,400 0.3718 20,226,944 135,875 8,854,384 40.3% 0.1000 5,506,124 0.0600 3,264,241 29,259,515 252048 274,200 309,950 368,125 417,600 493,200 493,400 989,050 749,150 784,200 993,400 952,000 1,122,700 1,088,800 963,200 1,395,800 1,155,200 1,459,800 1,049,425 1,145,000 1,461,000 1,456,600 1,395,000 1,080,800 376,200 - - - - - - - - - - - 5,883,754,786 294,400 21,973,800 0.3697 21,317,330 132,816 8,625,130 38.1% 0.1000 5,833,774 0.0600 3,459,648 32,719,163 262049 278,400 308,250 369,850 419,400 493,200 494,000 990,575 753,000 778,800 998,600 954,200 1,126,650 1,089,100 962,600 1,397,200 1,152,400 1,452,000 1,045,100 1,150,000 1,466,400 1,458,000 1,398,200 1,079,600 801,600 220,800 - - - - - - - - - - 6,166,989,120 374,800 22,637,925 0.3675 22,210,200 129,377 8,701,581 37.5% 0.1000 6,113,374 0.0600 3,626,190 36,345,353 272050 276,925 311,100 370,900 420,600 492,600 494,000 990,850 750,775 782,800 997,600 960,400 1,129,375 1,088,350 966,200 1,402,400 1,153,800 1,458,400 1,050,150 1,149,000 1,465,600 1,458,400 1,395,400 1,082,800 804,600 474,400 281,100 - - - - - - - - - 6,351,998,794 174,000 23,208,525 0.3649 22,717,329 130,524 8,514,909 36.4% 0.1000 6,296,775 0.0600 3,734,975 40,080,328 282051 - 308,275 371,275 416,200 491,400 498,400 989,875 752,675 780,800 995,600 955,400 1,125,875 1,086,525 963,800 1,401,200 1,154,200 1,458,400 1,049,175 1,147,200 1,468,800 1,462,800 1,396,800 1,085,200 802,000 472,200 599,800 130,500 - - - - - - - - 6,623,430,930 126,400 23,364,375 0.3551 23,052,136 127,724 8,456,794 36.3% 0.1000 6,564,933 0.0600 3,894,577 43,974,905 292052 - - 370,975 416,400 489,600 497,000 992,650 748,500 783,000 992,600 959,600 1,131,350 1,093,650 960,600 1,398,800 1,153,600 1,452,200 1,047,350 1,149,600 1,465,800 1,456,000 1,392,200 1,081,800 804,000 469,800 600,800 279,000 94,800 - - - - - - - 6,822,133,858 130,400 23,281,675 0.3375 22,561,609 126,852 7,993,980 34.6% 0.1000 6,761,881 0.0600 4,011,415 47,986,320 302053 - - - 416,000 492,200 495,000 988,950 753,450 784,200 993,600 957,600 1,125,400 1,089,300 961,600 1,400,200 1,157,000 1,460,000 1,044,700 1,151,000 1,461,800 1,458,400 1,396,800 1,082,800 805,400 467,200 596,400 279,800 201,400 97,800 - - - - - - 7,026,797,874 134,200 23,118,000 0.3274 22,542,712 119,910 7,672,802 33.5% 0.1000 6,964,738 0.0600 4,131,757 52,118,077 312054 - - - - 494,000 497,400 989,000 752,100 779,400 993,400 954,600 1,128,425 1,088,875 961,600 1,395,200 1,159,200 1,456,200 1,051,200 1,151,400 1,461,800 1,454,600 1,390,200 1,078,000 801,200 469,400 601,800 280,400 203,400 210,400 100,650 - - - - - 7,237,601,810 138,600 22,903,850 0.3173 22,502,376 115,092 7,525,021 33.2% 0.1000 7,173,680 0.0600 4,255,710 56,373,787 322055 - - - - - 494,000 992,600 754,675 783,800 997,000 960,600 1,130,025 1,092,175 955,600 1,399,000 1,155,200 1,456,200 1,046,450 1,145,800 1,460,600 1,459,800 1,392,800 1,082,600 801,600 471,200 601,600 280,800 200,200 207,200 214,200 103,950 - - - - 7,454,729,865 142,800 22,639,675 0.3046 22,254,803 112,875 7,395,823 33.1% 0.1000 7,388,890 0.0600 4,383,381 60,757,168 332056 - - - - - - 989,525 750,950 782,000 994,200 955,200 1,130,200 1,089,000 958,800 1,401,200 1,155,200 1,459,800 1,050,875 1,149,400 1,468,200 1,458,600 1,394,200 1,081,200 806,400 467,600 601,000 276,000 202,000 209,000 216,000 223,600 107,100 - - - 7,678,371,761 147,600 22,377,250 0.2920 21,972,122 110,937 7,249,233 33.6% 0.1000 7,610,557 0.0600 4,514,883 65,272,051 342057 - - - - - - - 751,125 784,200 990,200 953,800 1,123,950 1,084,550 960,800 1,401,800 1,159,000 1,456,800 1,049,050 1,151,800 1,464,200 1,456,200 1,394,400 1,079,000 800,400 468,800 600,000 276,200 203,600 210,600 212,600 220,200 227,800 110,700 - - 7,908,722,913 152,000 21,591,775 0.2743 21,260,918 108,738 7,179,115 34.0% 0.1000 7,838,874 0.0600 4,650,329 69,922,380 352058 - - - - - - - - 785,200 995,000 956,200 1,126,475 1,088,825 961,600 1,395,800 1,156,400 1,452,400 1,051,175 1,148,000 1,459,000 1,457,600 1,393,400 1,081,000 804,000 474,600 603,600 276,200 205,000 207,000 214,200 221,800 229,400 237,600 114,000 - 8,145,984,601 156,800 21,095,475 0.2566 20,487,267 107,687 6,835,394 33.3% 0.1000 8,074,040 0.0600 4,789,839 74,712,219 362059 - - - - - - - - - 993,200 957,200 1,127,350 1,086,400 961,200 1,398,400 1,152,600 1,451,600 1,052,050 1,148,200 1,462,600 1,462,600 1,391,200 1,082,000 801,800 469,800 596,600 276,000 201,200 208,400 215,600 223,200 230,800 234,000 242,000 117,600 8,390,364,139 - 20,543,600 0.2440 20,063,440 102,531 6,457,765 32.8% 0.1000 8,316,261 0.0600 4,933,534 79,645,753 372060 - - - - - - - - - - 956,800 1,126,600 1,092,500 964,600 1,399,200 1,157,600 1,454,200 1,051,675 1,152,200 1,464,600 1,456,000 1,392,800 1,082,000 804,000 469,800 599,400 280,600 202,400 209,600 216,800 219,400 227,000 235,400 243,400 251,800 8,578,448,098 - 19,710,375 0.2314 19,451,472 96,866 6,295,729 33.6% 0.1000 8,502,684 0.0600 5,044,127 84,689,880 382061 - - - - - - - - - - - 1,129,225 1,091,700 961,600 1,398,200 1,156,000 1,455,000 1,050,050 1,149,800 1,465,000 1,458,200 1,393,000 1,081,000 800,400 469,400 601,600 279,800 203,400 210,600 212,800 220,600 228,200 236,600 244,600 248,000 8,578,448,098 - 18,744,775 0.2137 17,965,059 94,436 5,610,449 31.9% 0.1000 8,502,684 0.0600 5,044,127 89,734,008 392062 - - - - - - - - - - - - 1,089,200 957,400 1,400,400 1,158,000 1,459,000 1,042,175 1,146,200 1,463,800 1,458,800 1,396,800 1,079,000 801,200 473,600 598,200 278,800 204,200 206,400 213,800 221,600 229,200 237,600 245,600 249,200 8,578,448,098 - 17,610,175 0.2036 17,115,681 84,157 5,200,112 31.5% 0.1000 8,502,684 0.0600 5,044,127 94,778,135 402063 - - - - - - - - - - - - - 962,000 1,400,600 1,158,400 1,451,000 1,048,250 1,151,400 1,461,000 1,462,800 1,389,000 1,081,000 801,200 472,200 599,400 277,600 204,800 207,200 214,600 222,400 230,000 238,400 241,400 250,200 8,578,448,098 - 16,524,850 0.1884 15,841,612 78,002 4,594,876 29.5% 0.1000 8,502,684 0.0600 5,044,127 99,822,263 412064 - - - - - - - - - - - - - - 1,398,800 1,157,200 1,451,400 1,047,650 1,155,000 1,461,600 1,460,000 1,390,000 1,081,800 800,400 475,400 600,000 276,200 200,200 207,800 215,200 223,000 230,600 239,000 242,200 251,000 8,578,448,098 - 15,564,450 0.1783 14,992,234 68,923 4,091,582 28.9% 0.1000 8,502,684 0.0600 5,044,127 104,866,390 422065 - - - - - - - - - - - - - - - 1,154,400 1,454,800 1,045,600 1,147,000 1,460,400 1,460,600 1,389,400 1,081,400 803,800 473,000 595,000 279,600 200,600 208,200 215,600 223,400 226,000 234,400 242,800 251,600 8,578,448,098 - 14,147,600 0.1607 13,505,821 61,374 3,511,177 27.0% 0.1000 8,502,684 0.0600 5,044,127 109,910,518 432066 - - - - - - - - - - - - - - - - 1,456,000 1,047,075 1,152,800 1,462,400 1,454,400 1,392,200 1,079,800 801,200 475,200 599,600 277,600 200,800 208,400 215,800 223,600 226,400 234,800 243,200 252,000 8,578,448,098 - 13,003,275 0.1531 12,868,787 52,668 3,429,356 29.7% 0.1000 8,502,684 0.0600 5,044,127 114,954,645 442067 - - - - - - - - - - - - - - - - - 1,046,875 1,146,800 1,462,400 1,456,600 1,393,200 1,082,000 802,800 471,800 598,400 280,400 200,800 208,400 215,800 218,600 226,600 235,000 243,400 252,200 8,578,448,098 - 11,542,075 0.1303 10,957,684 51,440 2,896,406 27.6% 0.1000 6,403,188 0.0600 3,770,059 118,724,704 452068 - - - - - - - - - - - - - - - - - - 1,154,400 1,465,400 1,456,800 1,392,400 1,082,800 803,400 473,000 601,600 277,800 200,600 208,200 215,600 223,600 226,600 235,000 243,400 252,200 8,578,448,098 - 10,512,800 0.1253 10,529,710 43,446 2,956,762 31.6% 0.1000 6,403,188 0.0600 3,770,059 122,494,764 462069 - - - - - - - - - - - - - - - - - - - 1,461,200 1,455,000 1,394,800 1,082,200 803,000 473,600 599,000 280,000 200,200 207,800 215,200 223,200 226,400 234,800 243,200 252,000 8,578,448,098 - 9,351,600 0.1048 8,814,529 44,351 2,464,042 31.2% 0.1000 6,403,188 0.0600 3,770,059 126,264,823 472070 - - - - - - - - - - - - - - - - - - - - 1,461,200 1,395,200 1,085,200 801,600 468,600 600,800 276,800 204,600 207,200 214,600 222,600 231,000 234,400 242,800 251,600 8,578,448,098 - 7,898,200 0.0895 7,527,322 36,961 2,130,125 33.1% 0.1000 6,403,188 0.0600 3,770,059 130,034,882 482071 - - - - - - - - - - - - - - - - - - - - - 1,393,600 1,081,600 804,200 468,200 601,800 278,400 203,600 211,400 213,800 221,800 230,200 238,800 242,200 251,000 8,578,448,098 - 6,440,600 0.0717 6,024,485 31,952 1,745,962 34.6% 0.1000 4,279,741 0.0600 2,495,991 132,530,874 492072 - - - - - - - - - - - - - - - - - - - - - - 1,081,600 805,600 472,200 597,000 279,600 202,400 210,200 212,800 220,800 229,200 237,800 241,400 250,200 8,578,448,098 - 5,040,800 0.0563 4,733,993 26,189 1,465,345 37.0% 0.1000 4,279,741 0.0600 2,495,991 135,026,865 502073 - - - - - - - - - - - - - - - - - - - - - - - 800,800 470,400 601,600 280,400 201,000 208,800 216,600 219,600 228,000 236,600 245,400 249,200 8,578,448,098 - 3,958,400 0.0461 3,871,476 21,980 1,400,400 44.4% 0.1000 4,279,741 0.0600 2,495,991 137,522,856 512074 - - - - - - - - - - - - - - - - - - - - - - - - 468,000 600,200 275,800 204,400 207,200 215,000 223,200 226,600 235,200 244,000 253,000 8,578,448,098 - 3,152,600 0.0359 3,015,527 21,006 1,284,334 47.9% 0.1000 4,279,741 0.0600 2,495,991 140,018,847 522075 - - - - - - - - - - - - - - - - - - - - - - - - - 598,000 276,000 202,400 210,400 213,200 221,400 230,000 238,600 242,400 251,400 8,578,448,098 - 2,683,800 0.0307 2,584,268 19,265 1,204,067 57.8% 0.1000 4,279,741 0.0600 2,495,991 142,514,838 532076 - - - - - - - - - - - - - - - - - - - - - - - - - - 280,800 200,200 208,200 216,200 219,400 228,000 236,600 245,600 249,600 8,578,448,098 - 2,084,600 0.0231 1,940,665 18,061 1,078,193 59.5% 0.1000 2,156,294 0.0600 1,293,777 143,808,615 542077 - - - - - - - - - - - - - - - - - - - - - - - - - - - 202,800 210,800 213,800 222,200 230,800 234,400 243,400 252,600 8,578,448,098 - 1,810,800 0.0205 1,725,035 16,173 1,008,602 63.0% 0.1000 2,156,294 0.0600 1,293,777 145,102,391 552078 - - - - - - - - - - - - - - - - - - - - - - - - - - - - 208,000 216,200 219,600 228,200 237,000 241,000 250,200 8,578,448,098 - 1,600,200 0.0180 1,509,406 15,129 932,937 66.8% 0.1000 2,156,294 0.0600 1,293,777 146,396,168 562079 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 213,200 221,800 230,400 234,200 243,400 252,600 8,578,448,098 - 1,395,600 0.0154 1,293,777 13,994 845,107 71.5% 0.1000 2,156,294 0.0600 1,293,777 147,689,944 572080 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 223,600 227,200 236,200 245,400 249,600 8,578,448,098 - 1,182,000 0.0154 1,293,777 12,677 969,561 101.0% 0.1000 2,156,294 0.0600 1,293,777 148,983,721 582081 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 228,800 237,800 242,000 251,400 8,578,448,098 - 960,000 0.0103 862,518 14,543 886,622 121.4% 0.1000 2,156,294 0.0600 1,293,777 150,277,498 592082 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 234,000 243,400 252,800 8,578,448,098 - 730,200 0.0077 646,888 13,299 816,609 165.6% 0.1000 2,156,294 0.0600 1,293,777 151,571,274 602083 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 244,400 248,800 8,578,448,098 - 493,200 0.0051 431,259 12,249 766,917 307.3% 0.1000 2,156,294 0.0600 1,293,777 152,865,051 612084 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 249,600 8,578,448,098 - 249,600 0.0026 215,629 11,504 744,451 0.1000 2,156,294 0.0600 1,293,777 154,158,828 6,946,144 7,885,919 9,415,931 10,637,350 12,536,900 12,625,750 25,112,413 19,168,419 19,920,650 25,320,300 24,364,750 28,670,938 27,770,744 24,345,500 35,631,050 29,443,200 37,063,450 26,585,000 29,283,200 37,271,550 37,139,000 35,486,900 27,545,050 20,442,800 12,000,200 15,274,300 7,091,100 5,151,000 5,315,200 5,469,850 5,648,150 5,820,500 6,014,900 6,196,000 6,391,400 17,878,088 650,985,506 0.25 629,948,787 3,903,082 0.10 259,468,601 Avg Tax Rate Avg M&O Tax Rate Notes*COI includes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond Application Report Costs, and miscellaneous issuance costs
Preliminary Financing PlanHunter Ranch - MMD 13% Inflation$0.49 Total District Tax RateSeries 1234567891011121314151617TotalsPrincipal Amount $4,005,000 $4,585,000 $5,475,000 $6,525,000 $7,690,000 $7,745,000 $10,455,000 $4,180,000 $3,625,000 $6,435,000 $3,325,000$1,940,000 $2,000,000 $2,220,000 $2,195,000 $2,195,000 $2,275,000 76,870,000$ COI $269,743 $297,873 $341,038 $406,963 $463,465 $466,133 $596,613 $293,230 $266,313 $402,598 $251,763 $184,590 $187,500 $198,170 $196,958 $196,958 $200,838 5,220,740$ UW Discount $120,150 $137,550 $164,250 $195,750 $230,700 $232,350 $313,650 $125,400 $108,750 $193,050 $99,750 $58,200 $60,000 $66,600 $65,850 $65,850 $68,250 2,306,100$ Capitalized Interest $360,450 $309,488 $246,375 $261,000 $307,600 $309,800 $418,200 $167,200 $145,000 $257,400 $133,000 $77,600 $80,000 $177,600 $131,700 $87,800 $91,000 3,561,213$ Est. Reimbursement Amount $3,254,658 $3,840,090 $4,723,338 $5,661,288 $6,688,235 $6,736,718 $9,126,538 $3,594,170 $3,104,938 $5,581,953 $2,840,488 $1,619,610 $1,672,500 $1,777,630 $1,800,493 $1,844,393 $1,914,913 65,781,948$ Est. Project Cost Reimbursement $2,867,540 $3,383,339 $4,161,531 $5,054,721 $5,971,638 $6,014,926 $8,148,694 $3,209,080 $2,772,266 $4,983,886 $2,536,150 $1,446,080 $1,493,304 $1,587,170 $1,607,583 $1,646,779 $1,709,743 58,594,430$ Est. Developer's Interest Amount $387,118 $456,751 $561,807 $606,567 $716,597 $721,791 $977,843 $385,090 $332,672 $598,066 $304,338 $173,530 $179,196 $190,460 $192,910 $197,613 $205,169 7,187,518$ Dated 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 12/1/203612/1/2037 12/1/2038 12/1/2039 12/1/2040First Payment Date 3/1/2025 3/1/2026 3/1/2027 3/1/2028 3/1/2029 3/1/2030 3/1/2031 3/1/2032 3/1/2033 3/1/2034 3/1/2035 3/1/2036 3/1/2037 3/1/2038 3/1/2039 3/1/2040 3/1/2041First Maturity Date 9/1/2027 9/1/2027 9/1/2028 9/1/2029 9/1/2030 9/1/2031 9/1/2032 9/1/2033 9/1/2034 9/1/2035 9/1/2036 9/1/2037 9/1/2038 9/1/2040 9/1/2040 9/1/2041 9/1/2042Final Maturity Date 9/1/2050 9/1/2051 9/1/2052 9/1/2053 9/1/2054 9/1/2055 9/1/2056 9/1/2057 9/1/2058 9/1/2059 9/1/2060 9/1/2061 9/1/2062 9/1/2063 9/1/2064 9/1/2065 9/1/2066 Inflation Start DateAV at Issuance 67,990,708 146,511,030 242,019,635 349,969,883 477,268,984 605,149,886 778,424,692 845,316,415 905,645,412 1,012,355,827 1,065,913,469 1,097,890,873 1,130,827,599 1,164,752,427 1,199,695,000 1,235,685,849 1,272,756,425 Property Inflation Rate3.00% 1/1/2024Direct Debt Ratio 5.89% 5.86% 5.81% 5.83% 5.81% 5.78% 5.75% 5.68% 5.57% 5.48% 5.38% 5.24% 5.10% 4.97% 4.83% 4.68% 4.54% Base Int Rate4.50%Rated? (Y/N) N N NYYYYYYYYYYYYYYBenefit of Rating0.50%Capitalized Interest (Years) 2 1.51111111111121.511Tax Collection %98.00% Starting Fund BalanceInterest Rate 4.50% 4.50% 4.50% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% Interest Earnings %1.50% - 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040Prior Year's Assessed ValuationCapitalized InterestDebt Service RequirementsTax Rate per $100 of AVTax Collections @ 98.00%Interest Earnings @ 1.50% Ending Balance Debt Service Coverage %M&O Tax Rate per $100 of AVM&O Tax Collections @ 98.00%Contract Tax Rate per $100 of AVContract Tax Collections @ 98.00%Cumulative Tax Collections- - - 12024 - - - - - - - - - - - - - - - - - - 360,450 - - - - 360,450 0.4900 - 0.0600 - - 22025 135,169 - - - - - - - - - - - - - - - - 14,000,000 309,488 135,169 0.3900 53,508 5,407 593,684 177.2% 0.1000 13,720 0.0600 8,232 8,232 32026 180,225 154,744 - - - - - - - - - - - - - - - 86,520,000 246,375 334,969 0.3900 330,679 8,905 844,674 109.5% 0.1000 84,790 0.0600 50,874 59,106 42027 275,225 311,325 184,781 - - - - - - - - - - - - - - 167,091,750 261,000 771,331 0.3900 638,625 12,670 985,638 85.7% 0.1000 163,750 0.0600 98,250 157,356 52028 275,950 306,600 371,375 195,750 - - - - - - - - - - - - - 267,718,115 307,600 1,149,675 0.3900 1,023,219 14,785 1,181,566 73.8% 0.1000 262,364 0.0600 157,418 314,774 62029 276,450 306,875 370,750 416,000 230,700 - - - - - - - - - - - - 378,170,960 309,800 1,600,775 0.3900 1,445,369 17,723 1,353,684 64.5% 0.1000 370,608 0.0600 222,365 537,138 72030 276,725 306,925 369,900 419,800 492,600 232,350 - - - - - - - - - - - 511,239,867 418,200 2,098,300 0.3900 1,953,959 20,305 1,647,848 61.6% 0.1000 501,015 0.0600 300,609 837,748 82031 276,775 311,750 368,825 418,200 490,200 494,800 313,650 - - - - - - - - - - 637,325,413 167,200 2,674,200 0.3900 2,435,858 24,718 1,601,424 50.8% 0.1000 622,531 0.0600 374,747 1,212,495 92032 276,600 311,125 367,525 416,400 492,600 497,400 668,200 125,400 - - - - - - - - - 826,782,706 145,000 3,155,250 0.3900 3,159,964 24,021 1,775,158 52.1% 0.1000 799,701 0.0600 486,148 1,698,643 102033 276,200 310,275 371,000 419,400 489,600 494,600 668,200 267,200 108,750 - - - - - - - - 851,586,187 257,400 3,405,225 0.3900 3,254,762 26,627 1,908,723 51.3% 0.1000 823,692 0.0600 500,733 2,199,376 112034 275,575 309,200 369,025 417,000 491,400 496,600 667,800 268,200 230,000 193,050 - - - - - - - 924,105,607 133,000 3,717,850 0.3900 3,531,932 28,631 1,884,436 46.6% 0.1000 894,435 0.0600 543,374 2,742,750 122035 274,725 307,900 366,825 419,400 492,800 498,200 667,000 269,000 231,600 412,400 99,750 - - - - - - 1,042,543,131 77,600 4,039,600 0.3900 3,984,600 28,267 1,935,302 45.9% 0.1000 1,010,168 0.0600 613,015 3,355,765 132036 278,650 311,375 369,400 416,400 493,800 494,400 670,800 269,600 233,000 411,200 213,000 58,200 - - - - - 1,073,819,425 80,000 4,219,825 0.3900 4,104,138 29,030 1,928,644 44.5% 0.1000 1,040,473 0.0600 631,406 3,987,171 142037 277,125 309,400 366,525 418,200 494,400 495,400 669,000 270,000 229,200 409,800 214,800 122,600 60,000 - - - - 1,106,034,008 177,600 4,336,450 0.3900 4,227,262 28,930 2,025,986 45.3% 0.1000 1,071,687 0.0600 650,348 4,637,519 152038 275,375 307,200 368,425 419,600 494,600 496,000 671,800 265,200 230,400 413,200 211,400 125,800 125,000 66,600 - - - 1,139,215,028 131,700 4,470,600 0.3900 4,354,080 30,390 2,071,556 45.4% 0.1000 1,103,838 0.0600 669,858 5,307,377 162039 278,400 309,775 369,875 415,600 494,400 496,200 669,000 265,400 231,400 411,200 213,000 123,800 128,200 88,800 65,850 - - 1,173,391,479 87,800 4,560,900 0.3900 4,484,702 31,073 2,114,231 44.4% 0.1000 1,136,953 0.0600 689,954 5,997,332 172040 275,975 306,900 370,875 416,400 493,800 496,000 670,800 265,400 232,200 414,000 214,400 126,800 126,200 143,800 142,800 65,850 - 1,208,593,223 91,000 4,762,200 0.3900 4,619,243 31,713 2,093,988 42.7% 0.1000 1,171,062 0.0600 710,653 6,707,984 182041 278,325 308,800 366,425 416,800 492,800 495,400 672,000 265,200 232,800 411,400 210,600 124,600 129,200 146,600 140,600 142,800 68,250 1,244,851,020 - 4,902,600 0.3900 4,757,821 31,410 1,980,618 39.9% 0.1000 1,206,194 0.0600 731,972 7,439,957 192042 275,225 310,250 366,750 416,800 491,400 494,400 667,600 269,800 233,200 413,600 211,800 122,400 127,000 144,200 138,400 140,600 146,000 1,282,196,551 - 4,969,425 0.3700 4,649,245 29,709 1,690,147 34.0% 0.1000 1,242,379 0.0600 753,932 8,193,888 202043 276,900 311,250 366,625 416,400 489,600 498,000 667,800 269,000 233,400 410,400 212,800 125,200 129,800 146,800 141,200 138,400 143,800 1,320,662,447 - 4,977,375 0.3700 4,788,722 25,352 1,526,847 30.7% 0.1000 1,279,651 0.0600 776,550 8,970,438 212044 278,125 311,800 371,050 415,600 492,400 496,000 667,400 268,000 233,400 412,000 213,600 122,800 127,400 144,200 138,800 141,200 146,600 1,360,282,321 - 4,980,375 0.3700 4,932,384 22,903 1,501,758 30.2% 0.1000 1,318,040 0.0600 799,846 9,770,284 222045 273,900 306,900 369,800 419,400 489,600 493,600 671,400 266,800 233,200 413,200 214,200 125,400 130,000 146,600 141,400 138,800 144,200 1,401,090,790 - 4,978,400 0.3600 4,943,048 22,526 1,488,933 29.9% 0.1000 1,357,582 0.0600 823,841 10,594,125 232046 274,450 306,775 368,100 417,600 491,400 495,800 669,600 265,400 232,800 414,000 214,600 122,800 127,400 143,800 138,800 141,400 146,800 1,443,123,514 - 4,971,525 0.3500 4,949,914 22,334 1,489,655 29.9% 0.1000 1,398,309 0.0600 848,557 11,442,682 242047 274,550 311,200 370,950 420,400 492,600 497,400 667,200 268,800 232,200 409,400 214,800 125,200 129,800 146,000 141,200 138,800 144,200 1,486,417,219 - 4,984,700 0.3400 4,952,742 22,345 1,480,042 29.8% 0.1000 1,440,258 0.0600 874,013 12,316,695 252048 274,200 309,950 368,125 417,600 493,200 493,400 669,200 266,800 231,400 409,600 209,800 122,400 127,000 148,000 138,400 141,200 146,600 1,531,009,736 - 4,966,875 0.3300 4,951,285 22,201 1,486,654 29.9% 0.1000 1,483,466 0.0600 900,234 13,216,929 262049 278,400 308,250 369,850 419,400 493,200 494,000 670,400 269,600 230,400 414,400 209,800 124,600 129,200 144,800 140,600 138,400 143,800 1,576,940,028 - 4,979,100 0.3200 4,945,284 22,300 1,475,137 29.5% 0.1000 1,527,970 0.0600 927,241 14,144,170 272050 276,925 311,100 370,900 420,600 492,600 494,000 670,800 267,000 234,200 413,600 214,600 126,600 126,200 146,600 142,600 140,600 146,000 1,624,248,229 - 4,994,925 0.3100 4,934,466 22,127 1,436,805 30.5% 0.1000 1,573,809 0.0600 955,058 15,099,228 282051 - 308,275 371,275 416,200 491,400 498,400 670,400 269,200 232,600 412,400 214,000 123,400 128,200 148,200 139,400 142,600 148,000 1,672,975,676 - 4,713,950 0.2800 4,590,645 21,552 1,335,053 30.4% 0.1000 1,621,023 0.0600 983,710 16,082,937 292052 - - 370,975 416,400 489,600 497,000 669,200 266,000 230,800 410,800 213,200 125,200 130,000 144,600 141,200 139,400 144,800 1,723,164,946 - 4,389,175 0.2500 4,221,754 20,026 1,187,658 29.5% 0.1000 1,669,654 0.0600 1,013,221 17,096,158 302053 - - - 416,000 492,200 495,000 667,200 267,600 233,800 413,800 212,200 121,800 126,600 146,000 142,800 141,200 146,600 1,774,859,894 - 4,022,800 0.2200 3,826,598 17,815 1,009,270 27.9% 0.1000 1,719,744 0.0600 1,043,618 18,139,776 312054 - - - - 494,000 497,400 669,400 268,800 231,400 411,200 211,000 123,400 128,200 147,200 139,200 142,800 148,200 1,828,105,691 - 3,612,200 0.1900 3,403,933 15,139 816,142 26.2% 0.1000 1,771,336 0.0600 1,074,926 19,214,702 322055 - - - - - 494,000 670,600 269,600 233,800 413,200 214,600 124,800 129,600 143,200 140,600 139,200 144,600 1,882,948,862 - 3,117,800 0.1600 2,952,464 12,242 663,048 25.4% 0.1000 1,824,476 0.0600 1,107,174 20,321,876 332056 - - - - - - 670,800 265,000 230,800 409,600 212,800 126,000 125,800 144,200 141,800 140,600 146,000 1,939,437,328 - 2,613,400 0.1300 2,470,843 9,946 530,437 27.3% 0.1000 1,879,210 0.0600 1,140,389 21,462,265 342057 - - - - - - - 265,200 232,600 410,600 210,800 122,000 127,000 145,000 142,800 141,800 147,200 1,997,620,448 - 1,945,000 0.1000 1,957,668 7,957 551,062 32.8% 0.1000 1,935,587 0.0600 1,174,601 22,636,866 352058 - - - - - - - - 234,000 411,000 213,600 123,000 128,000 145,600 138,600 142,800 143,200 2,057,549,061 - 1,679,800 0.0800 1,613,118 8,266 492,646 34.1% 0.1000 1,993,654 0.0600 1,209,839 23,846,705 362059 - - - - - - - - - 410,800 211,000 123,800 128,800 146,000 139,400 138,600 144,200 2,119,275,533 - 1,442,600 0.0600 1,246,134 7,390 303,570 29.3% 0.1000 2,053,464 0.0600 1,246,134 25,092,839 372060 - - - - - - - - - - 213,200 124,400 129,400 146,200 140,000 139,400 145,000 2,166,782,617 - 1,037,600 0.0500 1,061,723 4,554 332,247 40.2% 0.1000 2,099,496 0.0600 1,274,068 26,366,907 382061 - - - - - - - - - - - 124,800 129,800 146,200 140,400 140,000 145,600 2,166,782,617 - 826,800 0.0400 849,379 4,984 359,809 51.2% 0.1000 2,099,496 0.0600 1,274,068 27,640,975 392062 - - - - - - - - - - - - 130,000 146,000 140,600 140,400 146,000 2,166,782,617 - 703,000 0.0300 637,034 5,397 299,241 52.2% 0.1000 2,099,496 0.0600 1,274,068 28,915,043 402063 - - - - - - - - - - - - - 145,600 140,600 140,600 146,200 2,166,782,617 - 573,000 0.0200 424,689 4,489 155,419 36.4% 0.1000 2,099,496 0.0600 1,274,068 30,189,112 412064 - - - - - - - - - - - - - - 140,400 140,600 146,200 2,166,782,617 - 427,200 0.0200 424,689 2,331 155,239 54.2% 0.1000 2,099,496 0.0600 1,274,068 31,463,180 422065 - - - - - - - - - - - - - - - 140,400 146,000 2,166,782,617 - 286,400 0.0100 212,345 2,329 83,513 57.4% 0.1000 2,099,496 0.0600 1,274,068 32,737,248 432066 - - - - - - - - - - - - - - - - 145,600 2,166,782,617 - 145,600 0.0100 212,345 1,253 151,510 0.1000 2,099,496 0.0600 1,274,068 34,011,316 $6,946,144 $7,885,919 $9,415,931 $10,637,350 $12,536,900 $12,625,750 $17,047,250 $6,813,200 $5,913,350 $10,489,850 $5,419,350 $3,161,800 $3,263,800 $3,650,800 $3,578,450 $3,578,450 $3,709,650 $3,561,213 $126,673,944 0.27 122,512,172 752,069 0.10 56,063,064 Avg Utility & Parks Tax Rate Avg M&O Tax Rate Notes*COI includes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond Application Report Costs, and miscellaneous issuance costs
Preliminary Financing PlanHunter Ranch - MMD 23% Inflation$0.49 Total District Tax RateSeries 789101112131415161718192021TotalsPrincipal Amount $4,650,000 $7,185,000 $8,590,000 $9,095,000 $11,620,000 $13,020,000 $7,160,000 $2,835,000 $6,740,000 $3,850,000 $2,245,000 $2,310,000 $2,345,000 $2,285,000 $2,325,000 81,790,000$ COI $301,025 $423,973 $507,115 $531,608 $651,950 $718,450 $437,760 $227,998 $417,390 $277,225 $199,383 $202,535 $204,233 $201,323 $203,263 5,292,180$ UW Discount $139,500 $215,550 $257,700 $272,850 $348,600 $390,600 $214,800 $85,050 $202,200 $115,500 $67,350 $69,300 $70,350 $68,550 $69,750 2,453,700$ Capitalized Interest $418,500 $484,988 $343,600 $363,800 $464,800 $520,800 $286,400 $226,800 $404,400 $154,000 $89,800 $92,400 $93,800 $91,400 $93,000 3,972,163$ Est. Reimbursement Amount $3,790,975 $6,060,490 $7,481,585 $7,926,743 $10,154,650 $11,390,150 $6,221,040 $2,295,153 $5,716,010 $3,303,275$1,888,468 $1,945,765 $1,976,618 $1,923,728 $1,958,988 70,071,958$ Est. Project Cost Reimbursement $3,340,066 $5,339,639 $6,679,987 $7,077,449 $9,066,652 $10,169,777 $5,554,500 $2,049,243 $5,103,580 $2,949,353 $1,686,132 $1,737,290 $1,764,837 $1,717,614 $1,749,096 62,441,535$ Est. Developer's Interest Amount $450,909 $720,851 $801,598 $849,294 $1,087,998 $1,220,373 $666,540 $245,909 $612,430 $353,922 $202,336 $208,475 $211,780 $206,114 $209,892 7,630,422$ Dated Date 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 12/1/204212/1/2043 12/1/2044First Payment Date 3/1/2031 3/1/2032 3/1/2033 3/1/2034 3/1/2035 3/1/2036 3/1/2037 3/1/2038 3/1/2039 3/1/2040 3/1/2041 3/1/2042 3/1/2043 3/1/2044 3/1/2045First Maturity Date 9/1/2033 9/1/2033 9/1/2034 9/1/2035 9/1/2036 9/1/2037 9/1/2038 9/1/2040 9/1/2040 9/1/2041 9/1/2042 9/1/2043 9/1/2044 9/1/2045 9/1/2046Final Maturity Date 9/1/2056 9/1/2057 9/1/2058 9/1/2059 9/1/2060 9/1/2061 9/1/2062 9/1/2063 9/1/2064 9/1/2065 9/1/2066 9/1/2067 9/1/2068 9/1/2069 9/1/2070 Inflation Start DateAV at Issuance 79,048,028 202,448,409 344,514,379 494,922,104 687,536,515 902,761,380 1,019,311,890 1,063,404,326 1,173,597,864 1,235,685,849 1,272,756,425 1,310,939,118 1,350,267,291 1,390,775,310 1,432,498,569 Property Inflation Rate3.00% 1/1/2024Direct Debt Ratio 5.88% 5.85% 5.93% 5.91% 5.87% 5.83% 5.77% 5.66% 5.57% 5.46% 5.32% 5.18% 5.03% 4.87% 4.71% Base Int Rate4.50%Rated? (Y/N) N NYYYYYYYYYYYYYBenefit of Rating0.50%Capitalized Interest (Years) 2 1.5 1 111121.5111111Tax Collection %98.00% Starting Fund BalanceInterest Rate 4.50% 4.50% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% Interest Earnings %1.50% - 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044Prior Year's Assessed ValuationCapitalized InterestDebt Service RequirementsTax Rate per $100 of AVTax Collections @ 98.00%Interest Earnings @ 1.50% Ending Balance Debt Service Coverage %M&O Tax Rate per $100 of AVM&O Tax Collections @ 98.00%Contract Tax Rate per $100 of AVContract Tax Collections @ 98.00%Cumulative Tax Collections- - - 72030 - - - - - - - - - - - - - - - - 418,500 - 0.3900 - - 418,500 0.1000 - 0.0600 - - 82031 156,938 - - - - - - - - - - - - - - 14,627,141 484,988 156,938 0.3900 55,905 6,278 808,732 179.0% 0.1000 14,335 0.0600 8,601 8,601 92032 209,250 242,494 - - - - - - - - - - - - - 101,157,125 343,600 451,744 0.3900 386,623 12,131 1,099,342 103.7% 0.1000 99,134 0.0600 59,480 68,081 102033 319,250 483,325 257,700 - - - - - - - - - - - - 237,202,698 363,800 1,060,275 0.3900 906,589 16,490 1,325,946 81.5% 0.1000 232,459 0.0600 139,475 207,556 112034 319,300 486,125 548,600 272,850 - - - - - - - - - - - 381,319,963 464,800 1,626,875 0.3900 1,457,405 19,889 1,641,165 71.8% 0.1000 373,694 0.0600 224,216 431,772 122035 319,125 483,475 550,400 583,800 348,600 - - - - - - - - - - 533,870,782 520,800 2,285,400 0.3900 2,040,454 24,617 1,941,637 63.1% 0.1000 523,193 0.0600 313,916 745,688 132036 323,725 485,600 551,800 580,000 744,800 390,600 - - - - - - - - - 740,219,062 286,400 3,076,525 0.3900 2,829,117 29,125 2,009,754 53.8% 0.1000 725,415 0.0600 435,249 1,180,937 142037 322,875 487,275 547,800 581,000 743,600 835,800 214,800 - - - - - - - - 958,467,756 226,800 3,733,150 0.3900 3,663,264 30,146 2,196,814 54.2% 0.1000 939,298 0.0600 563,579 1,744,516 152038 321,800 483,500 548,600 581,600 742,000 833,200 456,400 85,050 - - - - - - - 1,040,089,003 404,400 4,052,150 0.3900 3,975,220 32,952 2,557,236 59.6% 0.1000 1,019,287 0.0600 611,572 2,356,089 162039 320,500 484,500 549,000 581,800 745,000 835,200 459,600 113,400 202,200 - - - - - - 1,071,291,673 154,000 4,291,200 0.3900 4,094,477 38,359 2,552,871 54.3% 0.1000 1,049,866 0.0600 629,920 2,986,008 172040 318,975 485,050 549,000 581,600 742,400 831,600 457,400 188,400 429,600 115,500 - - - - - 1,208,593,223 89,800 4,699,525 0.3900 4,619,243 38,293 2,600,683 53.0% 0.1000 1,184,421 0.0600 710,653 3,696,661 182041 322,225 485,150 548,600 581,000 744,400 832,600 460,000 185,400 433,200 249,000 67,350 - - - - 1,244,851,020 92,400 4,908,925 0.3900 4,757,821 39,010 2,580,989 51.1% 0.1000 1,219,954 0.0600 731,972 4,428,633 192042 320,025 484,800 547,800 580,000 745,800 833,000 457,200 187,400 431,400 245,200 144,800 69,300 - - - 1,282,196,551 93,800 5,046,725 0.3900 4,900,555 38,715 2,567,334 49.4% 0.1000 1,256,553 0.0600 753,932 5,182,565 202043 322,600 484,000 551,600 583,600 741,600 832,800 459,200 184,200 429,400 246,400 142,600 147,400 70,350 - - 1,320,662,447 91,400 5,195,750 0.3900 5,047,572 38,510 2,549,065 47.7% 0.1000 1,294,249 0.0600 776,550 5,959,114 212044 319,725 482,750 549,800 581,600 742,000 832,000 460,800 186,000 432,200 247,400 145,400 150,200 148,800 68,550 - 1,360,282,321 93,000 5,347,225 0.3900 5,198,999 38,236 2,532,075 46.0% 0.1000 1,333,077 0.0600 799,846 6,758,960 222045 321,625 486,050 552,600 584,200 741,800 835,600 457,000 187,600 429,600 248,200 143,000 147,800 151,600 146,400 69,750 1,401,090,790 - 5,502,825 0.3900 5,354,969 37,981 2,422,201 43.5% 0.1000 1,373,069 0.0600 823,841 7,582,802 232046 323,075 483,675 549,800 581,200 746,000 833,400 458,000 184,000 431,800 248,800 145,600 145,400 149,200 144,200 148,000 1,443,123,514 - 5,572,150 0.3900 5,515,618 36,333 2,402,002 43.0% 0.1000 1,414,261 0.0600 848,557 8,431,359 242047 319,075 485,850 551,600 582,800 744,400 835,600 458,600 185,400 433,600 244,200 143,000 148,000 151,800 147,000 150,800 1,486,417,219 - 5,581,725 0.3500 5,098,411 36,030 1,954,718 35.1% 0.1000 1,456,689 0.0600 874,013 9,305,372 252048 319,850 482,350 552,800 583,800 742,200 832,000 458,800 186,600 430,000 244,600 145,400 150,400 149,200 144,600 148,400 1,531,009,736 - 5,571,000 0.3500 5,251,363 29,321 1,664,402 29.9% 0.1000 1,500,390 0.0600 900,234 10,205,606 262049 320,175 483,400 548,400 584,200 744,400 832,800 458,600 187,600 431,200 244,800 142,600 147,600 151,600 147,200 151,000 1,576,940,028 - 5,575,575 0.3500 5,408,904 24,966 1,522,697 27.3% 0.1000 1,545,401 0.0600 927,241 11,132,846 272050 320,050 483,775 548,600 584,000 745,800 832,800 458,000 188,400 432,000 244,800 144,800 149,800 148,800 144,600 148,400 1,624,248,229 - 5,574,625 0.3500 5,571,171 22,840 1,542,084 27.7% 0.1000 1,591,763 0.0600 955,058 12,087,904 282051 319,475 483,475 548,200 583,200 741,400 832,000 457,000 184,000 432,400 244,600 141,800 146,800 151,000 147,000 150,800 1,672,975,676 - 5,563,150 0.3400 5,574,355 23,131 1,576,420 28.2% 0.1000 1,639,516 0.0600 983,710 13,071,614 292052 323,450 482,500 552,200 581,800 746,400 835,400 460,600 184,600 432,400 244,200 143,800 148,800 148,000 149,200 148,000 1,723,164,946 - 5,581,350 0.3300 5,572,715 23,646 1,591,432 28.5% 0.1000 1,688,702 0.0600 1,013,221 14,084,835 302053 321,750 485,850 550,400 579,800 745,400 832,800 458,600 185,000 432,000 248,600 145,600 145,600 150,000 146,200 150,200 1,774,859,894 - 5,577,800 0.3200 5,565,961 23,871 1,603,464 28.8% 0.1000 1,739,363 0.0600 1,043,618 15,128,453 312054 319,600 483,300 548,000 582,200 743,600 834,400 456,200 185,200 431,200 247,600 142,200 147,400 151,800 148,200 147,200 1,828,105,691 - 5,568,100 0.3100 5,553,785 24,052 1,613,201 28.9% 0.1000 1,791,544 0.0600 1,074,926 16,203,379 322055 322,000 485,075 550,000 583,800 746,000 835,000 458,400 185,200 430,000 246,400 143,800 149,000 148,400 145,000 149,200 1,882,948,862 - 5,577,275 0.3000 5,535,870 24,198 1,595,994 28.6% 0.1000 1,845,290 0.0600 1,107,174 17,310,553 332056 318,725 485,950 551,200 584,600 742,400 834,600 460,000 185,000 433,400 245,000 145,200 150,400 150,000 146,800 146,000 1,939,437,328 - 5,579,275 0.2900 5,511,881 23,940 1,552,540 29.6% 0.1000 1,900,649 0.0600 1,140,389 18,450,942 342057 - 485,925 551,600 579,600 743,000 833,200 456,000 184,600 431,200 248,400 141,400 146,600 151,400 148,400 147,800 1,997,620,448 - 5,249,125 0.2600 5,089,937 23,288 1,416,640 29.8% 0.1000 1,957,668 0.0600 1,174,601 19,625,543 352058 - - 551,200 584,000 742,600 830,800 456,600 184,000 428,600 246,400 142,600 147,800 147,600 144,800 149,400 2,057,549,061 - 4,756,400 0.2200 4,436,076 21,250 1,117,565 26.5% 0.1000 2,016,398 0.0600 1,209,839 20,835,381 362059 - - - 582,400 746,200 832,400 456,600 188,200 430,600 244,200 143,600 148,800 148,800 146,200 150,800 2,119,275,533 - 4,218,800 0.2000 4,153,780 16,763 1,069,309 29.4% 0.1000 2,076,890 0.0600 1,246,134 22,081,515 372060 - - - - 743,600 832,800 461,000 187,000 432,000 246,800 144,400 149,600 149,800 147,400 147,000 2,166,782,617 - 3,641,400 0.1700 3,609,860 16,040 1,053,808 36.3% 0.1000 2,123,447 0.0600 1,274,068 23,355,584 382061 - - - - - 832,000 459,600 185,600 432,800 249,000 145,000 150,200 150,600 148,400 148,200 2,166,782,617 - 2,901,400 0.1200 2,548,136 15,807 716,352 34.8% 0.1000 2,123,447 0.0600 1,274,068 24,629,652 392062 - - - - - - 457,600 184,000 433,000 245,800 145,400 145,600 151,200 144,200 149,200 2,166,782,617 - 2,056,000 0.0900 1,911,102 10,745 582,199 36.4% 0.1000 2,123,447 0.0600 1,274,068 25,903,720 402063 - - - - - - - 187,200 432,600 247,400 140,600 146,000 151,600 145,000 150,000 2,166,782,617 - 1,600,400 0.0700 1,486,413 8,733 476,945 33.7% 0.1000 2,123,447 0.0600 1,274,068 27,177,788 412064 - - - - - - - - 431,600 248,600 140,800 146,200 151,800 145,600 150,600 2,166,782,617 - 1,415,200 0.0600 1,274,068 7,154 342,967 35.2% 0.1000 2,123,447 0.0600 1,274,068 28,451,856 422065 - - - - - - - - - 244,400 140,800 146,200 146,800 146,000 151,000 2,166,782,617 - 975,200 0.0400 849,379 5,145 222,291 30.2% 0.1000 2,123,447 0.0600 1,274,068 29,725,925 432066 - - - - - - - - - - 145,600 146,000 151,800 146,200 146,200 2,166,782,617 - 735,800 0.0400 849,379 3,334 339,204 57.5% 0.1000 2,123,447 0.0600 1,274,068 30,999,993 442067 - - - - - - - - - - - 145,600 151,400 146,200 146,400 2,166,782,617 - 589,600 0.0200 424,689 5,088 179,381 40.5% 0.1000 2,123,447 0.0600 1,274,068 32,274,061 452068 - - - - - - - - - - - - 150,800 146,000 146,400 2,166,782,617 - 443,200 0.0200 424,689 2,691 163,561 56.1% 0.1000 2,123,447 0.0600 1,274,068 33,548,129 462069 - - - - - - - - - - - - - 145,600 146,200 2,166,782,617 - 291,800 0.0100 212,345 2,453 86,559 57.4% 0.1000 2,123,447 0.0600 1,274,068 34,822,197 472070 - - - - - - - - - - - - - - 150,800 2,166,782,617 - 150,800 0.0100 212,345 1,298 149,402 0.1000 2,123,447 0.0600 1,274,068 36,096,265 $8,065,163 $12,355,219 $14,007,300 $14,830,450 $18,945,400 $21,224,400 $11,672,600 $4,659,050 $10,990,000 $6,276,300 $3,657,150 $3,762,500$3,724,950 $3,787,750 $4,128,488 $141,782,381 0.27 136,930,445 872,851 0.10 60,160,442 Avg Utility & Parks Tax Rate Avg M&O Tax Rate Notes*COI includes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond Application Report Costs, and miscellaneous issuance costs
Preliminary Financing PlanHunter Ranch - MMD 33% Inflation$0.49 Total District Tax RateSeries 121314151617181920212223242526TotalsPrincipal Amount $2,470,000 $7,465,000 $9,835,000 $12,920,000 $12,015,000 $18,215,000 $8,635,000 $2,735,000 $7,650,000 $4,460,000 $2,600,000 $2,680,000 $2,775,000 $2,860,000 $2,950,000 100,265,000$ COI $195,295 $437,553 $567,163 $713,700 $670,713 $965,213 $509,298 $223,148 $461,525 $306,810 $216,600 $220,480 $225,088 $229,210 $233,575 6,175,368$ UW Discount $74,100 $223,950 $295,050 $387,600 $360,450 $546,450 $259,050 $82,050 $229,500 $133,800 $78,000 $80,400 $83,250 $85,800 $88,500 3,007,950$ Capitalized Interest $222,300 $503,888 $393,400 $516,800 $480,600 $728,600 $345,400 $109,400 $306,000 $178,400 $104,000 $107,200 $111,000 $114,400 $118,000 4,339,388$ Est. Reimbursement Amount $1,978,305 $6,299,610 $8,579,388 $11,301,900 $10,503,238 $15,974,738 $7,521,253 $2,320,403 $6,652,975 $3,840,990 $2,201,400 $2,271,920 $2,355,663 $2,430,590 $2,509,925 86,742,295$ Est. Project Cost Reimbursement $1,743,000 $5,550,317 $7,660,167 $10,090,982 $9,377,891 $14,263,158 $6,715,404 $2,071,788 $5,940,156 $3,429,455 $1,965,536 $2,028,500 $2,103,270 $2,170,170 $2,241,004 77,350,799$ Est. Developer's Interest Amount $235,305 $749,293 $919,220 $1,210,918 $1,125,347 $1,711,579 $805,848 $248,615 $712,819 $411,535 $235,864 $243,420 $252,392 $260,420 $268,921 9,391,496$ Dated Date 12/1/2035 12/1/2036 12/1/2037 12/1/2038 12/1/2039 12/1/2040 12/1/2041 12/1/2042 12/1/2043 12/1/2044 12/1/2045 12/1/2046 12/1/204712/1/2048 12/1/2049First Payment Date 3/1/2036 3/1/2037 3/1/2038 3/1/2039 3/1/2040 3/1/2041 3/1/2042 3/1/2043 3/1/2044 3/1/2045 3/1/2046 3/1/2047 3/1/2048 3/1/2049 3/1/2050First Maturity Date 9/1/2038 9/1/2038 9/1/2039 9/1/2040 9/1/2041 9/1/2042 9/1/2043 9/1/2044 9/1/2045 9/1/2046 9/1/2047 9/1/2048 9/1/2049 9/1/2050 9/1/2051Final Maturity Date 9/1/2061 9/1/2062 9/1/2063 9/1/2064 9/1/2065 9/1/2066 9/1/2067 9/1/2068 9/1/2069 9/1/2070 9/1/2071 9/1/2072 9/1/2073 9/1/2074 9/1/2075 Inflation Start DateAV at Issuance 42,104,097 170,917,868 333,698,004 547,846,540 745,871,607 1,048,496,169 1,187,998,968 1,232,777,066 1,360,521,577 1,432,498,569 1,475,473,526 1,519,737,732 1,565,329,864 1,612,289,760 1,660,658,453 Property Inflation Rate3.00% 1/1/2024Direct Debt Ratio 5.87% 5.81% 5.92% 5.93% 5.90% 5.86% 5.80% 5.68% 5.57% 5.46% 5.32% 5.18% 5.04% 4.89% 4.75% Base Int Rate4.50%Rated? (Y/N) N NYYYYYYYYYYYYYBenefit of Rating0.50%Capitalized Interest (Years) 2 1.5 1 111111111111Tax Collection %98.00% Starting Fund BalanceInterest Rate 4.50% 4.50% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% Interest Earnings %1.50% - 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049Prior Year's Assessed ValuationCapitalized InterestDebt Service RequirementsTax Rate per $100 of AVTax Collections @ 98.00%Interest Earnings @ 1.50% Ending Balance Debt Service Coverage %M&O Tax Rate per $100 of AVM&O Tax Collections @ 98.00%Contract Tax Rate per $100 of AVContract Tax Collections @ 98.00%Cumulative Tax Collections- - - 122035 - - - - - - - - - - - - - - - - 222,300 - 0.3900 - - 222,300 0.1000 - 0.0600 - - 132036 83,363 - - - - - - - - - - - - - - 19,379,274 503,888 83,363 0.3900 18,517 3,335 664,676 183.1% 0.1000 4,748 0.0600 11,395 11,395 142037 111,150 251,944 - - - - - - - - - - - - - 129,744,241 393,400 363,094 0.3900 209,796 9,970 914,749 94.6% 0.1000 53,794 0.0600 76,290 87,685 152038 171,150 500,925 295,050 - - - - - - - - - - - - 287,832,608 516,800 967,125 0.3900 805,428 13,721 1,283,573 76.0% 0.1000 206,520 0.0600 169,246 256,930 162039 168,450 503,500 628,400 387,600 - - - - - - - - - - - 455,289,507 480,600 1,687,950 0.3900 1,436,608 19,254 1,532,084 61.5% 0.1000 368,361 0.0600 267,710 524,640 172040 170,750 505,625 629,000 826,800 360,450 - - - - - - - - - - 688,621,598 728,600 2,492,625 0.3900 2,319,298 22,981 2,110,339 61.2% 0.1000 594,692 0.0600 404,909 929,550 182041 172,825 502,300 629,200 829,400 770,600 546,450 - - - - - - - - - 855,308,532 345,400 3,450,775 0.3900 3,032,861 31,655 2,069,480 47.9% 0.1000 777,657 0.0600 502,921 1,432,471 192042 169,675 503,750 629,000 826,400 769,000 1,163,600 259,050 - - - - - - - - 1,098,317,252 109,400 4,320,475 0.3900 4,341,484 31,042 2,230,932 47.5% 0.1000 1,113,201 0.0600 645,811 2,078,282 202043 171,525 504,750 628,400 828,000 767,000 1,166,200 550,400 82,050 - - - - - - - 1,131,266,769 306,000 4,698,325 0.3900 4,608,370 33,464 2,480,440 49.4% 0.1000 1,181,633 0.0600 665,185 2,743,467 212044 168,150 505,300 627,400 829,000 769,600 1,168,000 552,200 174,400 229,500 - - - - - - 1,165,204,772 178,400 5,023,550 0.3900 4,746,621 37,207 2,419,118 44.6% 0.1000 1,217,082 0.0600 685,140 3,428,607 222045 169,775 505,400 631,000 824,400 771,600 1,164,000 553,600 176,800 491,000 133,800 - - - - - 1,322,073,424 104,000 5,421,375 0.3900 5,354,969 36,287 2,492,999 44.2% 0.1000 1,373,069 0.0600 777,379 4,205,986 232046 171,175 505,050 629,000 824,400 768,000 1,164,400 554,600 174,000 488,600 283,400 78,000 - - - - 1,361,735,626 107,200 5,640,625 0.3900 5,515,618 37,395 2,512,587 43.2% 0.1000 1,414,261 0.0600 800,701 5,006,687 242047 172,350 504,250 631,600 828,800 769,000 1,164,000 555,200 176,200 491,000 284,200 164,000 80,400 - - - 1,402,587,695 111,000 5,821,000 0.3900 5,681,087 37,689 2,521,362 42.1% 0.1000 1,456,689 0.0600 824,722 5,831,408 252048 168,300 503,000 628,600 827,400 769,400 1,167,800 550,400 173,200 488,000 284,800 166,600 172,200 83,250 - - 1,444,665,326 114,400 5,982,950 0.3900 5,851,519 37,820 2,542,152 41.3% 0.1000 1,500,390 0.0600 849,463 6,680,872 262049 169,250 501,300 630,200 825,400 769,200 1,165,600 550,400 175,200 489,800 285,200 169,000 169,600 176,000 85,800 - 1,488,005,286 118,000 6,161,950 0.3900 6,027,065 38,132 2,563,399 40.3% 0.1000 1,545,401 0.0600 874,947 7,555,819 272050 169,975 504,150 631,200 827,800 768,400 1,167,600 555,000 177,000 491,200 285,400 166,200 172,000 178,400 184,400 88,500 1,532,645,445 - 6,367,225 0.3900 6,207,877 38,451 2,442,501 37.8% 0.1000 1,591,763 0.0600 901,196 8,457,014 282051 170,475 501,325 631,600 829,400 767,000 1,168,600 554,000 173,600 492,200 285,400 168,400 174,200 175,600 181,600 188,000 1,578,624,808 - 6,461,400 0.3900 6,394,113 36,638 2,411,852 37.4% 0.1000 1,639,516 0.0600 928,231 9,385,246 292052 170,750 503,050 631,400 825,200 770,000 1,163,600 552,600 175,200 487,800 285,200 165,400 171,200 177,800 183,800 190,200 1,625,983,552 - 6,453,200 0.3600 6,079,326 36,178 2,074,156 32.1% 0.1000 1,688,702 0.0600 956,078 10,341,324 302053 170,800 504,100 630,600 825,400 767,200 1,167,800 550,800 176,600 488,200 284,800 167,400 173,200 179,800 180,800 187,200 1,674,763,059 - 6,454,700 0.3600 6,261,706 31,112 1,912,274 29.7% 0.1000 1,739,363 0.0600 984,761 11,326,085 312054 170,625 504,475 629,200 824,800 768,800 1,165,800 553,600 172,800 488,200 284,200 164,200 170,000 176,600 182,800 189,200 1,725,005,950 - 6,445,300 0.3600 6,449,557 28,684 1,945,215 30.1% 0.1000 1,791,544 0.0600 1,014,303 12,340,388 322055 170,225 504,175 627,200 828,400 769,600 1,167,800 550,800 174,000 487,800 288,400 166,000 171,800 178,400 184,600 191,000 1,776,756,129 - 6,460,200 0.3500 6,458,515 29,178 1,972,708 30.5% 0.1000 1,845,290 0.0600 1,044,733 13,385,121 332056 169,600 503,200 629,600 826,000 769,600 1,168,600 552,600 175,000 492,000 287,200 167,600 173,400 180,000 181,200 187,600 1,830,058,813 - 6,463,200 0.3400 6,462,205 29,591 2,001,303 31.0% 0.1000 1,900,649 0.0600 1,076,075 14,461,195 342057 168,750 501,550 631,200 827,800 768,800 1,168,200 553,800 175,800 490,600 285,800 169,000 169,800 176,400 182,800 189,200 1,884,960,577 - 6,459,500 0.3300 6,460,305 30,020 2,032,127 31.4% 0.1000 1,957,668 0.0600 1,108,357 15,569,552 352058 172,675 504,225 632,000 828,600 767,200 1,166,600 554,400 176,400 488,800 284,200 165,200 171,200 177,800 184,200 190,600 1,941,509,394 - 6,464,100 0.3200 6,452,474 30,482 2,050,983 31.8% 0.1000 2,016,398 0.0600 1,141,608 16,711,160 362059 171,150 501,000 627,000 828,400 769,800 1,163,800 554,400 176,800 491,600 287,400 166,400 172,400 179,000 180,400 186,800 1,999,754,676 - 6,456,350 0.3100 6,438,359 30,765 2,063,757 31.9% 0.1000 2,076,890 0.0600 1,175,856 17,887,015 372060 169,400 502,100 631,400 827,200 771,400 1,164,800 553,800 177,000 488,800 285,200 167,400 173,400 180,000 181,600 188,000 2,044,582,501 - 6,461,500 0.3000 6,370,341 30,956 2,003,554 31.1% 0.1000 2,123,447 0.0600 1,202,215 19,089,230 382061 172,425 502,300 629,800 825,000 767,000 1,164,400 552,600 172,000 490,600 287,800 168,200 169,200 175,800 182,600 189,000 2,044,582,501 - 6,448,725 0.2900 6,157,996 30,053 1,742,879 27.7% 0.1000 2,123,447 0.0600 1,202,215 20,291,444 392062 - 501,600 627,400 826,800 771,800 1,167,600 550,800 172,000 491,800 285,000 168,800 170,000 176,600 183,400 189,800 2,044,582,501 - 6,283,400 0.2900 6,157,996 26,143 1,643,618 28.4% 0.1000 2,123,447 0.0600 1,202,215 21,493,659 402063 - - 629,200 827,400 770,400 1,164,200 553,400 176,800 487,400 287,000 164,200 170,600 177,200 184,000 190,400 2,044,582,501 - 5,782,200 0.2600 5,520,962 24,654 1,407,034 27.3% 0.1000 2,123,447 0.0600 1,202,215 22,695,873 412064 - - - 826,800 768,000 1,164,400 555,200 176,200 487,600 283,600 164,600 171,000 177,600 184,400 190,800 2,044,582,501 - 5,150,200 0.2300 4,883,928 21,106 1,161,868 26.9% 0.1000 2,123,447 0.0600 1,202,215 23,898,088 422065 - - - - 769,600 1,168,000 551,200 175,400 487,200 285,000 164,800 171,200 177,800 184,600 186,000 2,044,582,501 - 4,320,800 0.1900 4,034,549 17,428 893,045 25.1% 0.1000 2,123,447 0.0600 1,202,215 25,100,303 432066 - - - - - 1,164,800 551,600 174,400 491,200 286,000 164,800 171,200 177,800 184,600 186,200 2,044,582,501 - 3,552,600 0.1600 3,397,515 13,396 751,356 31.5% 0.1000 2,123,447 0.0600 1,202,215 26,302,517 442067 - - - - - - 551,200 173,200 489,400 286,600 164,600 171,000 177,600 184,400 186,200 2,044,582,501 - 2,384,200 0.1000 2,123,447 11,270 501,873 27.2% 0.1000 2,123,447 0.0600 1,202,215 27,504,732 452068 - - - - - - - 176,800 492,000 286,800 164,200 170,600 177,200 184,000 191,000 2,044,582,501 - 1,842,600 0.0900 1,911,102 7,528 577,904 34.7% 0.1000 2,123,447 0.0600 1,202,215 28,706,946 462069 - - - - - - - - 488,800 286,600 168,600 170,000 176,600 183,400 190,400 2,044,582,501 - 1,664,400 0.0700 1,486,413 8,669 408,585 34.7% 0.1000 2,123,447 0.0600 1,202,215 29,909,161 472070 - - - - - - - - - 286,000 167,600 174,200 175,800 182,600 189,600 2,044,582,501 - 1,175,800 0.0500 1,061,723 6,129 300,637 33.8% 0.1000 2,123,447 0.0600 1,202,215 31,111,375 482071 - - - - - - - - - - 166,400 173,000 179,800 181,600 188,600 2,044,582,501 - 889,400 0.0400 849,379 4,510 265,126 36.7% 0.1000 2,123,447 0.0600 1,202,215 32,313,590 492072 - - - - - - - - - - - 171,600 178,400 185,400 187,400 2,044,582,501 - 722,800 0.0300 637,034 3,977 183,337 33.2% 0.1000 2,123,447 0.0600 1,202,215 33,515,804 502073 - - - - - - - - - - - - 176,800 183,800 191,000 2,044,582,501 - 551,600 0.0300 637,034 2,750 271,521 73.1% 0.1000 2,123,447 0.0600 1,202,215 34,718,019 512074 - - - - - - - - - - - - - 182,000 189,200 2,044,582,501 - 371,200 0.0100 212,345 4,073 116,738 62.4% 0.1000 2,123,447 0.0600 1,202,215 35,920,233 522075 - - - - - - - - - - - - - - 187,200 2,044,582,501 - 187,200 0.0100 212,345 1,751 143,634 0.1000 2,123,447 0.0600 1,202,215 37,122,448 $4,284,738 $12,834,344 $16,035,650 $21,062,600 $19,588,450 $29,696,650 $14,077,650 $12,471,100 $7,275,000 $4,237,600 $4,368,400 $4,524,050$4,664,800 $4,809,100 $4,339,388 $164,388,981 0.28 159,267,786 925,442 0.10 65,030,431 Avg Utility & Parks Tax Rate Avg M&O Tax Rate Notes*COI includes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond Application Report Costs, and miscellaneous issuance costs
splits between the tow entites Preliminary Financing PlanHunter Ranch - MMD 43% Inflation$0.49 Total District Tax RateSeries 181920212223242526272829303132333435TotalsPrincipal Amount $5,040,000 $12,880,000 $12,930,000 $15,995,000 $19,170,000 $14,215,000 $9,765,000 $4,500,000 $6,420,000 $4,350,000 $3,160,000 $3,260,000 $3,355,000 $3,465,000 $3,570,000 $3,690,000 $3,800,000 $3,920,000 133,485,000$ COI $319,940 $711,800 $714,175 $859,763 $1,010,575 $775,213 $563,838 $308,750 $401,870 $301,475 $243,760 $248,610 $253,218 $258,553 $263,645 $269,465 $274,800 $280,620 8,060,068$ UW Discount $151,200 $386,400 $387,900 $479,850 $575,100 $426,450 $292,950 $135,000 $192,600 $130,500 $94,800 $97,800 $100,650 $103,950 $107,100 $110,700 $114,000 $117,600 4,004,550$ Capitalized Interest $453,600 $772,800 $517,200 $639,800 $766,800 $568,600 $390,600 $180,000 $256,800 $174,000 $126,400 $130,400 $134,200 $138,600 $142,800 $147,600 $152,000 $156,800 5,849,000$ Est. Reimbursement Amount $4,115,260 $11,009,000 $11,310,725 $14,015,588 $16,817,525 $12,444,738 $8,517,613 $3,876,250 $5,568,730 $3,744,025 $2,695,040 $2,783,190 $2,866,933 $2,963,898 $3,056,455 $3,162,235 $3,259,200 $3,364,980 115,571,383$ Est. Project Cost Reimbursement $3,625,780 $9,829,464 $10,098,862 $12,513,917 $15,015,647 $11,111,373 $7,605,011 $3,460,938 $4,972,080 $3,342,879 $2,406,286 $2,484,991 $2,559,761 $2,646,337 $2,728,978 $2,823,424 $2,910,000 $3,004,446 103,140,175$ Est. Developer's Interest Amount $489,480 $1,179,536 $1,211,863 $1,501,670 $1,801,878 $1,333,365 $912,601 $415,313 $596,650 $401,146 $288,754 $298,199 $307,171 $317,560 $327,477 $338,811 $349,200 $360,534 12,431,208$ Dated Date 12/1/2041 12/1/2042 12/1/2043 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 12/1/205312/1/2054 12/1/2055 12/1/2056 12/1/2057 12/1/2058First Payment Date 3/1/2042 3/1/2043 3/1/2044 3/1/2045 3/1/2046 3/1/2047 3/1/2048 3/1/2049 3/1/2050 3/1/2051 3/1/2052 3/1/2053 3/1/2054 3/1/2055 3/1/2056 3/1/2057 3/1/2058 3/1/2059First Maturity Date 9/1/2044 9/1/2044 9/1/2045 9/1/2046 9/1/2047 9/1/2048 9/1/2049 9/1/2050 9/1/2051 9/1/2052 9/1/2053 9/1/2054 9/1/2055 9/1/2056 9/1/2057 9/1/2058 9/1/2059 9/1/2060Final Maturity Date 9/1/2067 9/1/2068 9/1/2069 9/1/2070 9/1/2071 9/1/2072 9/1/2073 9/1/2074 9/1/2075 9/1/2076 9/1/2077 9/1/2078 9/1/2079 9/1/2080 9/1/2081 9/1/2082 9/1/2083 9/1/2084 Inflation Start DateAV at Issuance 85,762,372 296,771,606 510,055,528 775,340,428 1,092,459,048 1,325,791,183 1,487,391,268 1,559,291,515 1,666,277,826 1,736,937,425 1,789,045,547 1,842,716,914 1,897,998,421 1,954,938,374 2,013,586,525 2,073,994,121 2,136,213,944 2,200,300,363 Property Inflation Rate3.00% 1/1/2024Direct Debt Ratio 5.88% 6.04% 6.05% 5.99% 5.93% 5.87% 5.78% 5.67% 5.54% 5.42% 5.28% 5.13% 4.98% 4.84% 4.69% 4.54% 4.39% 4.24% Base Int Rate4.50%Rated? (Y/N) NYYYYYYYYYYYYYYYYYBenefit of Rating0.50%Capitalized Interest (Years) 2 1.5 1 111111111111111Tax Collection %98.00% Starting Fund BalanceInterest Rate 4.50% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% 4.00% Interest Earnings %1.50% - 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054 2055 2056 2057 2058Prior Year's Assessed ValuationCapitalized InterestDebt Service RequirementsTax Rate per $100 of AVTax Collections @ 98.00%Interest Earnings @ 1.50% Ending Balance Debt Service Coverage %M&O Tax Rate per $100 of AVM&O Tax Collections @ 98.00%Contract Tax Rate per $100 of AVContract Tax Collections @ 98.00%Cumulative Tax Collections- - - 172040 - - - - - - - - - - - - - - - - - - - - - 0.3900 - - - 0.1000 - 0.0600 - - 182041 - - - - - - - - - - - - - - - - - - - 453,600 - 0.3900 - - 453,600 0.1000 - 0.0600 - - 192042 170,100 - - - - - - - - - - - - - - - - - 14,462,417 772,800 170,100 0.3900 55,275 6,804 1,118,379 182.4% 0.1000 14,173 0.0600 8,504 8,504 202043 226,800 386,400 - - - - - - - - - - - - - - - - 110,232,541 517,200 613,200 0.3900 421,309 16,776 1,460,464 93.6% 0.1000 108,028 0.0600 64,817 73,321 212044 346,800 825,200 387,900 - - - - - - - - - - - - - - - 360,783,870 639,800 1,559,900 0.3900 1,378,916 21,907 1,941,187 78.4% 0.1000 353,568 0.0600 212,141 285,462 222045 346,400 822,800 827,200 479,850 - - - - - - - - - - - - - - 561,249,066 766,800 2,476,250 0.3900 2,145,094 29,118 2,405,948 66.8% 0.1000 550,024 0.0600 330,014 615,476 232046 345,775 825,000 829,800 1,024,800 575,100 - - - - - - - - - - - - - 848,759,398 568,600 3,600,475 0.3900 3,243,958 36,089 2,654,121 56.7% 0.1000 831,784 0.0600 499,071 1,114,547 242047 349,925 826,600 826,800 1,024,400 1,226,800 426,450 - - - - - - - - - - - - 1,176,008,467 390,600 4,680,975 0.3900 4,494,704 39,812 2,898,262 53.2% 0.1000 1,152,488 0.0600 691,493 1,806,040 252048 348,625 822,600 828,400 1,023,400 1,228,400 908,600 292,950 - - - - - - - - - - - 1,377,069,988 180,000 5,452,975 0.3900 5,263,161 43,474 2,931,923 49.5% 0.1000 1,349,529 0.0600 809,717 2,615,757 262049 347,100 823,200 829,400 1,021,800 1,229,200 910,000 625,600 135,000 - - - - - - - - - - 1,525,103,778 256,800 5,921,300 0.3900 5,828,947 43,979 3,140,348 50.1% 0.1000 1,494,602 0.0600 896,761 3,512,518 272050 345,350 823,200 829,800 1,024,600 1,229,200 910,800 626,200 290,000 192,600 - - - - - - - - - 1,570,856,892 174,000 6,271,750 0.3900 6,003,815 47,105 3,093,518 46.7% 0.1000 1,539,440 0.0600 923,664 4,436,182 282051 348,375 822,600 829,600 1,026,600 1,228,400 911,000 626,400 290,600 411,800 130,500 - - - - - - - - 1,698,854,771 126,400 6,625,875 0.3900 6,493,023 46,403 3,133,469 45.7% 0.1000 1,664,878 0.0600 998,927 5,435,108 292052 345,950 826,400 828,800 1,022,800 1,226,800 910,600 626,200 286,000 410,600 279,000 94,800 - - - - - - - 1,749,820,414 130,400 6,857,950 0.3900 6,687,814 47,002 3,140,735 44.5% 0.1000 1,714,824 0.0600 1,028,894 6,464,003 302053 348,300 824,400 827,400 1,023,400 1,229,400 909,600 625,600 286,400 409,200 279,800 201,400 97,800 - - - - - - 1,802,315,027 134,200 7,062,700 0.3900 6,888,448 47,111 3,147,794 43.2% 0.1000 1,766,269 0.0600 1,059,761 7,523,764 312054 350,200 826,800 825,400 1,023,200 1,226,000 908,000 624,600 286,600 412,600 280,400 203,400 210,400 100,650 - - - - - 1,856,384,477 138,600 7,278,250 0.3900 7,095,101 47,217 3,150,462 42.1% 0.1000 1,819,257 0.0600 1,091,554 8,615,318 322055 346,650 823,400 827,800 1,022,200 1,226,800 910,800 623,200 286,600 410,600 280,800 200,200 207,200 214,200 103,950 - - - - 1,912,076,012 142,800 7,484,400 0.3900 7,307,955 47,257 3,164,074 41.0% 0.1000 1,873,834 0.0600 1,124,301 9,739,619 332056 347,875 824,400 829,400 1,025,400 1,226,600 907,800 626,400 286,400 413,400 276,000 202,000 209,000 216,000 223,600 107,100 - - - 1,969,438,292 147,600 7,721,375 0.3900 7,527,193 47,461 3,164,953 39.9% 0.1000 1,930,050 0.0600 1,158,030 10,897,648 342057 348,650 824,600 825,200 1,022,600 1,225,400 909,200 624,000 286,000 410,800 276,200 203,600 210,600 212,600 220,200 227,800 110,700 - - 2,028,521,441 152,000 7,938,150 0.3900 7,753,009 47,474 3,179,286 38.8% 0.1000 1,987,951 0.0600 1,192,771 12,090,419 352058 348,975 824,000 825,400 1,024,000 1,228,200 909,800 626,200 290,400 413,000 276,200 205,000 207,000 214,200 221,800 229,400 237,600 114,000 - 2,089,377,084 156,800 8,195,175 0.3900 7,985,599 47,689 3,174,200 37.7% 0.1000 2,047,590 0.0600 1,228,554 13,318,973 362059 348,850 822,600 824,800 1,024,400 1,224,800 909,600 622,800 289,400 409,800 276,000 201,200 208,400 215,600 223,200 230,800 234,000 242,000 117,600 2,152,058,397 - 8,425,850 0.3900 8,225,167 47,613 3,021,130 35.3% 0.1000 2,109,017 0.0600 1,265,410 14,584,383 372060 348,275 825,400 828,400 1,023,800 1,225,400 908,600 624,000 288,200 411,400 280,600 202,400 209,600 216,800 219,400 227,000 235,400 243,400 251,800 2,200,300,363 - 8,569,875 0.3900 8,409,548 45,317 2,906,120 33.9% 0.1000 2,156,294 0.0600 1,293,777 15,878,160 382061 347,250 827,200 826,000 1,022,200 1,224,800 911,800 624,600 286,800 412,600 279,800 203,400 210,600 212,800 220,600 228,200 236,600 244,600 248,000 2,200,300,363 - 8,567,850 0.3900 8,409,548 43,592 2,791,410 32.6% 0.1000 2,156,294 0.0600 1,293,777 17,171,936 392062 345,775 823,000 827,800 1,024,600 1,228,000 909,000 624,600 290,200 408,400 278,800 204,200 206,400 213,800 221,600 229,200 237,600 245,600 249,200 2,200,300,363 - 8,567,775 0.3900 8,409,548 41,871 2,675,054 31.2% 0.1000 2,156,294 0.0600 1,293,777 18,465,713 402063 348,850 823,000 828,600 1,025,800 1,224,800 910,400 624,000 288,200 409,000 277,600 204,800 207,200 214,600 222,400 230,000 238,400 241,400 250,200 2,200,300,363 - 8,569,250 0.3900 8,409,548 40,126 2,555,478 29.8% 0.1000 2,156,294 0.0600 1,293,777 19,759,489 412064 346,250 827,000 828,400 1,025,800 1,225,400 910,800 622,800 291,000 409,200 276,200 200,200 207,800 215,200 223,000 230,600 239,000 242,200 251,000 2,200,300,363 - 8,571,850 0.3900 8,409,548 38,332 2,431,508 28.4% 0.1000 2,156,294 0.0600 1,293,777 21,053,266 422065 348,200 824,800 827,200 1,024,600 1,224,600 910,200 626,000 288,400 409,000 279,600 200,600 208,200 215,600 223,400 226,000 234,400 242,800 251,600 2,200,300,363 - 8,565,200 0.3900 8,409,548 36,473 2,312,328 27.0% 0.1000 2,156,294 0.0600 1,293,777 22,347,043 432066 349,475 826,600 825,000 1,022,200 1,227,400 908,600 623,400 290,600 413,400 277,600 200,800 208,400 215,800 223,600 226,400 234,800 243,200 252,000 2,200,300,363 - 8,569,275 0.3900 8,409,548 34,685 2,187,286 25.5% 0.1000 2,156,294 0.0600 1,293,777 23,640,819 442067 350,075 822,200 826,800 1,023,600 1,228,600 911,000 625,200 287,400 412,200 280,400 200,800 208,400 215,800 218,600 226,600 235,000 243,400 252,200 2,200,300,363 - 8,568,275 0.3900 8,409,548 32,809 2,061,368 25.1% 0.1000 2,156,294 0.0600 1,293,777 24,934,596 452068 - 826,800 827,400 1,023,600 1,228,200 912,200 626,200 289,000 410,600 277,800 200,600 208,200 215,600 223,600 226,600 235,000 243,400 252,200 2,200,300,363 - 8,227,000 0.3800 8,193,919 30,921 2,059,208 27.8% 0.1000 2,156,294 0.0600 1,293,777 26,228,372 462069 - - 826,800 1,022,200 1,226,200 912,200 626,400 290,200 408,600 280,000 200,200 207,800 215,200 223,200 226,400 234,800 243,200 252,000 2,200,300,363 - 7,395,400 0.3300 7,115,771 30,888 1,810,467 27.5% 0.1000 2,156,294 0.0600 1,293,777 27,522,149 472070 - - - 1,024,400 1,227,600 911,000 625,800 286,000 411,200 276,800 204,600 207,200 214,600 222,600 231,000 234,400 242,800 251,600 2,200,300,363 - 6,571,600 0.2900 6,253,254 27,157 1,519,278 27.4% 0.1000 2,156,294 0.0600 1,293,777 28,815,926 482071 - - - - 1,227,200 908,600 624,400 286,600 413,200 278,400 203,600 211,400 213,800 221,800 230,200 238,800 242,200 251,000 2,200,300,363 - 5,551,200 0.2400 5,175,106 22,789 1,165,973 27.0% 0.1000 2,156,294 0.0600 1,293,777 30,109,702 492072 - - - - - 910,000 627,200 286,800 409,600 279,600 202,400 210,200 212,800 220,800 229,200 237,800 241,400 250,200 2,200,300,363 - 4,318,000 0.1900 4,096,959 17,490 962,422 28.3% 0.1000 2,156,294 0.0600 1,293,777 31,403,479 502073 - - - - - - 624,000 286,600 410,600 280,400 201,000 208,800 216,600 219,600 228,000 236,600 245,400 249,200 2,200,300,363 - 3,406,800 0.1500 3,234,442 14,436 804,500 28.9% 0.1000 2,156,294 0.0600 1,293,777 32,697,256 512074 - - - - - - - 286,000 411,000 275,800 204,400 207,200 215,000 223,200 226,600 235,200 244,000 253,000 2,200,300,363 - 2,781,400 0.1300 2,803,183 12,068 838,350 33.6% 0.1000 2,156,294 0.0600 1,293,777 33,991,032 522075 - - - - - - - - 410,800 276,000 202,400 210,400 213,200 221,400 230,000 238,600 242,400 251,400 2,200,300,363 - 2,496,600 0.1100 2,371,924 12,575 726,249 34.8% 0.1000 2,156,294 0.0600 1,293,777 35,284,809 532076 - - - - - - - - - 280,800 200,200 208,200 216,200 219,400 228,000 236,600 245,600 249,600 2,200,300,363 - 2,084,600 0.0900 1,940,665 10,894 593,208 32.8% 0.1000 2,156,294 0.0600 1,293,777 36,578,585 542077 - - - - - - - - - - 202,800 210,800 213,800 222,200 230,800 234,400 243,400 252,600 2,200,300,363 - 1,810,800 0.0800 1,725,035 8,898 516,342 32.3% 0.1000 2,156,294 0.0600 1,293,777 37,872,362 552078 - - - - - - - - - - - 208,000 216,200 219,600 228,200 237,000 241,000 250,200 2,200,300,363 - 1,600,200 0.0700 1,509,406 7,745 433,293 31.0% 0.1000 2,156,294 0.0600 1,293,777 39,166,139 562079 - - - - - - - - - - - - 213,200 221,800 230,400 234,200 243,400 252,600 2,200,300,363 - 1,395,600 0.0600 1,293,777 6,499 337,969 28.6% 0.1000 2,156,294 0.0600 1,293,777 40,459,915 572080 - - - - - - - - - - - - - 223,600 227,200 236,200 245,400 249,600 2,200,300,363 - 1,182,000 0.0600 1,293,777 5,070 454,815 47.4% 0.1000 2,156,294 0.0600 1,293,777 41,753,692 582081 - - - - - - - - - - - - - - 228,800 237,800 242,000 251,400 2,200,300,363 - 960,000 0.0400 862,518 6,822 364,155 49.9% 0.1000 2,156,294 0.0600 1,293,777 43,047,468 592082 - - - - - - - - - - - - - - - 234,000 243,400 252,800 2,200,300,363 - 730,200 0.0300 646,888 5,462 286,305 58.1% 0.1000 2,156,294 0.0600 1,293,777 44,341,245 602083 - - - - - - - - - - - - - - - - 244,400 248,800 2,200,300,363 - 493,200 0.0200 431,259 4,295 228,659 91.6% 0.1000 2,156,294 0.0600 1,293,777 45,635,022 612084 - - - - - - - - - - - - - - - - - 249,600 2,200,300,363 - 249,600 0.0100 215,629 3,430 198,118 0.1000 2,156,294 0.0600 1,293,777 46,928,798 $8,744,850 $21,075,500 $26,076,250 $31,249,300 $23,176,650 $15,918,750 $7,335,400 $10,465,200 $7,091,100 $5,151,000 $5,315,200 $5,469,850 $5,648,150 $5,820,500 $6,014,900 $6,196,000 $6,391,400 $5,849,000 $218,140,200 0.29 211,238,384 1,250,934 0.10 78,214,664 Avg Utility & Parks Tax Rate Avg M&O Tax Rate Notes*COI includes estimated Legal Fees, FA Fees, Rating Fees, Printing, Disclosure Counsel, AG Fees, TCEQ Fees, Bond Application Report Costs, and miscellaneous issuance costs
EXHIBIT I - FORM OF DEVELOPER REIMBURSEMENT AGREEMENT
Page 1
EXHIBIT I
DEVELOPER REIMBURSEMENT AGREEMENT
This DEVELOPER REIMBURSEMENT AGREEMENT (the “Agreement”) is made and
entered into effective as of the ___ day of ____________, 2020, (the “Effective Date”) between
Petrus Investment, L.P., a Texas limited partnership (the “Developer”) and HUNTER RANCH
IMPROVEMENT 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 codified at Chapter 3980, 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 3,167.72 acre tract of
land (the “Property”) 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
“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
“City CCNs”); and
WHEREAS, District was created during the 86th Regular Session of the Texas Legislature
through the passage of HB 4683 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 3980.0109(a)(1) of the District
Act, the City has adopted Resolution No. 20-765, 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 3980.0109(a)(2) of the District
Act, the District and City have entered into an “Operating Agreement”, effective April 7, 2020
(the “Operating Agreement”), that provides for: (a) a general description of the Improvement
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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
WHEREAS, in satisfaction of the requirements of Section 3980.0109(a)(3) of the District
Act, the Developer and the City have entered into a Project Agreement, effective April 7, 2020
(the “Project Agreement”), 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 costs 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 Operating 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 elections 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 "TCEQ"), 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
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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
1.1. 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.
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ARTICLE II
DEVELOPER OBLIGATIONS
2.1. 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.
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 Projects 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 Specifications.
(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 Engineer”). 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 termination 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
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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
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 without 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
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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 Propert y), Developer agrees to:
(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
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normal course of business; provided, however, Developer shall not destroy such records for a
period of not more than 36 months.
2.9. Further Documentation. Upon completion of any portion of the Improvement
Projects, Developer shall cause to be executed any additional documentation reasonably requested
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
3.1. 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 for 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
4.1. Conditioned Permitted Assignment. 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 “Assignment”) 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. Conveyance of Property. In the event Developer sells, conveys, or 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
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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.
4.3. Reliance. The District shall be entitled 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 party’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 Amount”) 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.
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(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
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 law 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 finding 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 sell 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.
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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 payment obligations to Developer as provided by this
Agreement. The District shall not take any action (or fail to take any action) that ma y 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.
(f) Pay Developer in accordance with this Agreement promptly after the closing of the
sale of the Bonds.
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5.5. Developer Obligations. 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 application; (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
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
6.1. 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
incorporated 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
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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.
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:
Hunter 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:
Petrus Investment, L.P.
3000 Turtle Creek Blvd.
Dallas, Texas 75219
Attn: Mr. Brian Carlock
Phone: (972) 201-2932
E-mail: Brian.Carlock@hillwood.com
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With a copy to:
Petrus Investment, L.P.
3000 Turtle Creek Blvd.
Dallas, Texas 75219
Attn: Mr. Ike Robb
Petrus Investment, L.P.
3000 Turtle Creek Blvd.
Dallas, Texas 75219
Attn: Mr. Jeremy Fowler
6. 5. Parties In Interest. The Parties intend that the City be a third party beneficiary of
this Agreement. This Agreement shall be for the sole and exclusive benefit of the District,
Developer (and their successors 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 Agreement. 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
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
Project Agreement as Exhibit “D” for the Pilot Knob Peak (as defined in the Project Agreement)
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.
Page 14
(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 actual
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. Assignability. 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
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 dissolution 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 of, 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. Severability. 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
Page 15
Agreement to other persons or circumstances, shall be not be affected the reby 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 t he
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
(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 Sovereign 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 definition of “Property” for all purposes of this Agreement, and the rights and
Page 16
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 IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
VENUE SHALL BE IN DENTON COUNTY, TEXAS.
6.19. Representations by 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 authorized 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. Representations by 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;
(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
Page 17
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 18
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first written above.
DISTRICT:
ATTEST: HUNTER 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 DENTON §
This instrument was acknowledged before me on the _______ day of ______________,
2020, by ____________________________, ___ President, Board of Directors, Hunter 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 19
DEVELOPER:
PETRUS INVESTMENT, L.P.,
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 §
This instrument was acknowledged before me on ___________________, 2020, by
____________________________________, ____________________________ of Hillwood
Development Company, LLC, as general partner of PMC Management, L.P., as general partner of
Petrus Investment, L.P. on behalf of said company and partnerships.
Notary Public in and for T E X A S
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 ____________________________ (“Developer”), 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 constit ute 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 payment 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]
__________________________________
EXHIBIT J - DISTRICT CERTIFICATION
EXHIBIT J
DISTRICT CERTIFICATION
[DATE]
Name of Issuer: Hunter Ranch Improvement District No. 1 of Denton County
Name of Bond Issue: $_______________, __________________________ Bonds, Series
____________
(Hunter Ranch Improvement District No. 1 of Denton County)
Re: District Certification
To whom it may concern:
This District Certification is being delivered pursuant to the Operating Agreement (the
"Operating Agreement"), dated as of April 7, 2020, between the City of Denton, Texas, a Texas
Home Rule municipality (the "City"), and the Hunter Ranch Improvement District No. 1 of Denton
County (the "District"), as a condition precedent to the District issuing the referenced series of
bonds (the "Bonds") to reimburse ________________ (the "Developer(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. 20-765 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 Exhibit 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) Boundary 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 Reporting.
All specified reports filed with City _____
5.01 General Bond Authority.
Improvement Project Construction Status _____
(See Exhibit 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 ($0.49) _____
TCEQ bond application or road bond information for Bonds filed
with City within specified time limits _____
Any projection of growth in District assessed valuation used to
support feasibility of Bonds limited to 2 years and supported by
market study _____
5.06 Final Bond Documents and Reports.
All specified reports relating to each outstanding series of bonds
filed with City _____
6. No outstanding bonds are in default and no reserve funds have been drawn upon that have
not been replenished in accordance with applicable bond order, resolution or indenture
requirements.
Any and all information provided by the District, contained in this certification, to the best
knowledge of the undersigned, is true and correct, as of _______________, 20__.
HUNTER RANCH IMPROVEMENT DISTRICT
NO. 1 OF DENTON COUNTY
By:_____________________________
Name:___________________________
Title:____________________________
STATE OF TEXAS §
§
COUNTY OF DENTON §
This instrument was acknowledged before me on ____________, 20__ by ___________,
__________, the _____________ of Hunter Ranch Improvement District No. 1 of Denton County
on behalf of said district.
Notary Public, State of Texas
EXHIBIT A
IMPROVEMENT PROJECT
CONSTRUCTION STATUS
EXHIBIT K - CITY OFF-SITES
Project
Number Project Name Project Type Construction Party Service
Facility
Type
Required Right
of Way
City
Utilization
Development
Utilization Estimate City Cost
MMD/
Development
Cost
MMD
Reimbursement?
COD Off-Site/ MMD
Participation Ownership Maintainance
O-2 Southwest Pump Station Improvements Offsite COD Water 15.00%85.00%6,325,000$ 6,325,000$ -$ N/A 5,376,250$ COD COD
O-3 36/42-inch North Loop 288 Transmission Main Offsite COD Water 20.00%80.00%48,614,700$ 48,614,700$ -$ N/A 38,891,760$ COD COD
O-4 Highway 380 Pump Station Improvements Phase 1 Offsite COD Water 10.00%90.00%6,325,000$ 6,325,000$ -$ N/A 5,692,500$ COD COD
O-5 36-inch West Loop 288 Transmission Main Offsite COD Water 10.00%90.00%7,120,400$ 7,120,400$ -$ N/A 6,408,360$ COD COD
O-8 Highway 380 Pump Station Improvements Phase 2 Offsite COD Water 10.00%90.00%6,325,000$ 6,325,000$ -$ N/A 5,692,500$ COD COD
O-9 16-inch Jim Christal Transmission Main Offsite COD Water 30.00%70.00%4,528,200$ 4,528,200$ -$ N/A 3,169,740$ COD COD
O-3 Proposed Diversion Lift Station Offsite COD Wastewater 50.00%50.00%10,007,600$ 10,007,600$ -$ N/A 5,003,800$ COD COD
51039 Jim Christal Road - East of Loop 288 Offsite COD Roads Minor 4-lane divided 98.59%1.41%19,674,900$ 19,674,900$ -$ N/A 277,416$ COD COD
45891 Vintage Blvd - East of IH 35W Offsite COD/County Roads Principal 6-lane divided 90.57%9.43%15,000,700$ 15,000,700$ -$ N/A 1,414,566$ COD COD
52776 R2/Allred Road - East of R9/West of US 377 Offsite COD Roads Principal 6-lane divided 93.75%6.25%11,589,900$ 11,589,900$ -$ N/A 724,369$ COD COD
52709 Crawford Road - West of IH 35 W Offsite TXDOT/COD/County Roads Minor 4-lane divided 83.87%16.13%11,470,700$ 11,470,700$ -$ N/A 1,850,224$ COD COD
52758 Robson Ranch - East/West of R1 Offsite TXDOT/COD/County Roads Principal 6-lane divided 90.77%9.23%8,383,600$ 8,383,600$ -$ N/A 773,806$ COD COD
52808 R8 - Underwood Dr - North of Cole Property Offsite COD Roads Principal 4-lane divided 57.89%42.11%12,160,800$ 12,160,800$ -$ N/A 5,120,913$ COD COD
52897 R6 - North of Tom Cole Rd Offsite COD Roads Minor 4-lane divided 100.00%0.00%11,398,100$ 11,398,100$ -$ N/A -$ COD COD
178,924,600$ 178,924,600$ -$ 80,396,204$
*MMD Reimbursement for M&O is limited to $8,000,000
Note - The cost of the "MMD" facilities noted above will be determined by future studies, analysis or designs that will further define the proportional benefit to the individual districts.
EXHIBIT K - CITY OFFSITES
EXHIBIT K1-A - MAPS OF CITY OFFSITES
EXHIBIT K1-B - MAPS OF CITY OFFSITES
Figure 12 - Planning Level Infrastructure Development Phasing Map – Off-site Roadways with Phase Boundaries
/
00
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N
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0
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Jim Christal Rd
l -----,-----T "0
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-1 ~
I I .£
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us 380
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I I •• I
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--1 .---·-../~• > ,/ ill..').{~/! PH. 38 '
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I '/ I /:{11 -e
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I I . / /.(' I I
/ PH. 3A /11
I '/ t f.l.IPH. 3A '.
I G \I II '---J
Robson I a t/:1
'
Ranch Rd I ....,. 1
/;; ,, Crawford Rd ---· ~----~--~
/
/
Allred Road
I Hickory
Creek Rd
/
/
Initial Infrastructure
Development Phasing with
Phases -Off-site Roadways
/!===--------==' I L.J Phases provided by Developers
/ -Off-site
-TxDOT Fac ility
0 .3 .6 .9
Cole Hunter -2040 DFW .J
J
EXHIBIT K1-C - MAPS OF CITY OFFSITES
Exhibit L - List of Improvement Projects
Project
Number Project Name Project Type Construction Party Service
Facility
Type
Required Right
of Way
City
Utilization
Development
Utilization Estimate City Cost
MMD/
Development
Cost
MMD
Reimbursement?
COD Off-Site/ MMD
Participation Ownership Maintainance
D-1 12/20-inch Robson Ranch Transmission Main Offsite MMD Water 2,856,600$ -$ 2,856,600$ Eligible N/A COD COD
D-2 36-inch I-35 Transmission Main Offsite MMD Water 13,405,900$ -$ 13,405,900$ Eligible N/A COD COD
D-3 30-inch Cole Ranch Transmission Main Offsite MMD Water 12,266,600$ -$ 12,266,600$ Eligible N/A COD COD
D-4 24-inch Southwest EST Transmission Main Offsite MMD Water 12,151,900$ -$ 12,151,900$ Eligible N/A COD COD
D-5 12/16-inch John Pane Transmission Main Onsite MMD Water 4,388,000$ -$ 4,388,000$ Eligible N/A COD COD
D-6 12-inch Underwood Transmission Main Offsite MMD Water 2,888,200$ -$ 2,888,200$ Eligible N/A COD COD
D-7 2.0 MG Hunter Cole Elevated Storage Tank & 24-inch Water Line Onsite MMD Water 10,841,900$ -$ 10,841,900$ Eligible N/A COD COD
D-8 12/16-inch Hunter Ranch Transmission Main Onsite MMD Water 5,896,600$ -$ 5,896,600$ Eligible N/A COD COD
D-9 12-inch Cole Ranch Looping Transmission Main Onsite MMD Water 4,326,700$ -$ 4,326,700$ Eligible N/A COD COD
D-10 12-inch Hunter Ranch Looping Transmission Main Onsite MMD Water 2,284,300$ -$ 2,284,300$ Eligible N/A COD COD
D-1 27-inch Cole Ranch Interceptor Phase-2 Offsite MMD Wastewater 14,177,100$ -$ 14,177,100$ Eligible N/A COD COD
D-2 24/36-inch Roark Branch Interceptor Phase 1 Offsite MMD Wastewater 11,915,200$ -$ 11,915,200$ Eligible N/A COD COD
D-3 24-inch Creekway Drive Interceptor Offsite MMD Wastewater 8,440,800$ -$ 8,440,800$ Eligible N/A COD COD
D-4 21/27/30-inch Roark Branch Interceptor Phase 2 Onsite MMD Wastewater 17,108,800$ -$ 17,108,800$ Eligible N/A COD COD
D-5 8/12/15-inch Hunter Ranch West Collectors Onsite MMD Wastewater 4,772,100$ -$ 4,772,100$ Eligible N/A COD COD
D-6 8/12/15/21-inch Cole Ranch Collectors Onsite MMD Wastewater 13,032,000$ -$ 13,032,000$ Eligible N/A COD COD
D-7 27-inch Cole Ranch Interceptor Phase 1 Offsite MMD Wastewater 3,975,300$ -$ 3,975,300$ Eligible N/A COD COD
D-8 8/12/15-inch Hunter Ranch East Collectors Onsite MMD Wastewater 7,525,900$ -$ 7,525,900$ Eligible N/A COD COD
D-9 8/12/15-inch Hunter Ranch Central Collectors Onsite MMD Wastewater 5,737,900$ -$ 5,737,900$ Eligible N/A COD COD
D-10 8/15-inch Hunter Ranch South Collectors Onsite MMD Wastewater 4,254,800$ -$ 4,254,800$ Eligible N/A COD COD
O-1 Lake Ray Roberts WTP Expansion #1 Offsite COD Water 60.00%40.00%70,020,000$ 70,020,000$ -$ N/A N/A COD COD
O-2 Southwest Pump Station Improvements Offsite COD Water 15.00%85.00%6,325,000$ 6,325,000$ -$ N/A 5,376,250$ COD COD
O-3 36/42-inch North Loop 288 Transmission Main Offsite COD Water 20.00%80.00%48,614,700$ 48,614,700$ -$ N/A 38,891,760$ COD COD
O-4 Highway 380 Pump Station Improvements Phase 1 Offsite COD Water 10.00%90.00%6,325,000$ 6,325,000$ -$ N/A 5,692,500$ COD COD
O-5 36-inch West Loop 288 Transmission Main Offsite COD Water 10.00%90.00%7,120,400$ 7,120,400$ -$ N/A 6,408,360$ COD COD
O-6 Lake Ray Roberts WTP Expansion #2 Offsite COD Water 50.00%50.00%50,331,000$ 50,331,000$ -$ N/A N/A COD COD
O-7 42-inch LRRWTP Transmission Main Offsite COD Water 40.00%60.00%57,716,700$ 57,716,700$ -$ N/A N/A COD COD
O-8 Highway 380 Pump Station Improvements Phase 2 Offsite COD Water 10.00%90.00%6,325,000$ 6,325,000$ -$ N/A 5,692,500$ COD COD
O-9 16-inch Jim Christal Transmission Main Offsite COD Water 30.00%70.00%4,528,200$ 4,528,200$ -$ N/A 3,169,740$ COD COD
O-1 Proposed Hickory Creek WRP Phase 1 Offsite COD Wastewater 20.00%80.00%65,010,100$ 65,010,100$ -$ N/A N/A COD COD
O-2 Proposed Hickory Creek WRP Phase 2 Offsite COD Wastewater 5.00%95.00%44,850,000$ 44,850,000$ -$ N/A N/A COD COD
O-3 Proposed Diversion Lift Station Offsite COD Wastewater 50.00%50.00%10,007,600$ 10,007,600$ -$ N/A 5,003,800$ COD COD
O-4 12/15-inch Robson Ranch Interceptor Offsite COD Wastewater 100.00%0.00%4,884,200$ 4,884,200$ -$ N/A N/A COD COD
O-5 Proposed Hickory Creek WRP Phase 3 Offsite COD Wastewater 40.00%60.00%74,750,000$ 74,750,000$ -$ N/A N/A COD COD
52925 Loop 288 SB - North of R7 Offsite TXDOT Roads Freeway 6-lane divided -$ -$ -$ N/A N/A TXDOT TXDOT
52946 Loop 288 SB - West of R1 Offsite TXDOT Roads Freeway 6-lane divided -$ -$ -$ N/A N/A TXDOT TXDOT
51039 Jim Christal Road - East of Loop 288 Offsite COD Roads Minor 4-lane divided 98.59%1.41%19,674,900$ 19,674,900$ -$ N/A 277,416$ COD COD
45891 Vintage Blvd - East of IH 35W Offsite COD/County Roads Principal 6-lane divided 90.57%9.43%15,000,700$ 15,000,700$ -$ N/A 1,414,566$ COD COD
52790 R3/FM 2449 - West of Loop 288 Onsite MMD Roads Principal 6-lane divided 12,500,200$ -$ 12,500,200$ Eligible N/A COD/TXDOT COD/TXDOT
52776 R2/Allred Road - East of R9/West of US 377 Offsite COD Roads Principal 6-lane divided 93.75%6.25%11,589,900$ 11,589,900$ -$ N/A 724,369$ COD COD
52771 R2/Allred Road - East of John Paine Road Onsite MMD Roads Principal 6-lane divided 7,775,700$ -$ 7,775,700$ Eligible N/A COD COD
52773 R2/Allred Road - West of John Paine Road Onsite MMD Roads Principal 6-lane divided 26,420,500$ -$ 26,420,500$ Eligible N/A COD COD
52709 Crawford Road - West of IH 35 W Offsite TXDOT/COD/County Roads Minor 4-lane divided 83.87%16.13%11,470,700$ 11,470,700$ -$ N/A 1,850,224$ COD COD
52758 Robson Ranch - East/West of R1 Offsite TXDOT/COD/County Roads Principal 6-lane divided 90.77%9.23%8,383,600$ 8,383,600$ -$ N/A 773,806$ COD COD
52879 R6 - South of FM 2449 Onsite MMD Roads Minor 4-lane divided 24,968,700$ -$ 24,968,700$ Eligible N/A COD COD
52866 R7 - West of Loop 288 Onsite MMD Roads Minor 4-lane divided 10,551,700$ -$ 10,551,700$ Eligible N/A COD COD
52823 R16 - North of FM 2449 Onsite MMD Roads Collector 4-lane divided 9,842,200$ -$ 9,842,200$ Eligible N/A COD COD
52943 R10 - East of Loop 288 Onsite MMD Roads Minor 4-lane divided 1,596,100$ -$ 1,596,100$ Eligible N/A COD COD
52872 R18 - West of John Paine Road Onsite MMD Roads Collector 4-lane divided 8,423,500$ -$ 8,423,500$ Eligible N/A COD COD
52791 R15 - North of Allred Road Onsite MMD Roads Collector 4-lane divided 6,384,200$ -$ 6,384,200$ Eligible N/A COD COD
52828 R5 - North of Allred Road Onsite MMD Roads Minor 4-lane divided 19,684,500$ -$ 19,684,500$ Eligible N/A COD COD
52853 R13 - North of R2 Onsite MMD Roads Collector 4-lane divided 10,019,600$ -$ 10,019,600$ Eligible N/A COD COD
52767 R12 - West of R4 Onsite MMD Roads Collector 4-lane divided 17,379,400$ -$ 17,379,400$ Eligible N/A COD COD
52953 R1/John Paine Road - North/South of Allred Road Onsite MMD Roads Principal 4-lane divided 41,787,600$ -$ 41,787,600$ Eligible N/A COD COD
52756 R4 - North of Robson Ranch Road Onsite MMD Roads Principal 4-lane divided 6,445,300$ -$ 6,445,300$ Eligible N/A COD COD
52777 R9 - South of Allred Road Onsite MMD Roads Minor 4-lane divided 4,344,600$ -$ 4,344,600$ Eligible N/A COD COD
52824 R11 - East of R4 Onsite MMD Roads Collector 4-lane divided 12,058,900$ -$ 12,058,900$ Eligible N/A COD COD
52782 R19 - West of R9 Onsite MMD Roads Collector 4-lane divided 3,901,400$ -$ 3,901,400$ Eligible N/A COD COD
52782 R20 - West of R9 Onsite MMD Roads Collector 4-lane divided 2,926,000$ -$ 2,926,000$ Eligible N/A COD COD
52808 R8 - North of Loop 288 Onsite MMD Roads Principal 4-lane divided 5,546,100$ -$ 5,546,100$ Eligible N/A COD COD
52808 R8 - Underwood Dr - North of Cole Property Offsite COD Roads Principal 4-lane divided 57.89%42.11%12,160,800$ 12,160,800$ -$ N/A 5,120,913$ COD COD
52897 R6 - North of Tom Cole Rd Offsite COD Roads Minor 4-lane divided 100.00%0.00%11,398,100$ 11,398,100$ -$ N/A -$ COD COD
52807 R14 - Hunter NE Collector Onsite MMD Roads Collector 4-lane divided 5,675,000$ -$ 5,675,000$ Eligible N/A COD COD
52788 R17 - Cole - West Collector Onsite MMD Roads Collector 4-lane divided 2,926,000$ -$ 2,926,000$ Eligible N/A COD COD
EXHIBIT L - LIST OF IMPROVEMENT PROJECTS
Hunter - 54 Acre City Park Amenity Developer Parks 3,959,000$ $- 3,959,000$ N/A N/A COD District
Hunter - 5 Acre Neighborhood Park 1 (5 acres)Amenity Developer Parks 825,000$ $- 825,000$ N/A N/A COD District
Hunter - 5 Acre Neighborhood Park 2 (5 acres)Amenity Developer Parks 825,000$ $- 825,000$ N/A N/A COD District
Hunter - Dog Park (2 acres)Amenity Developer Parks 450,000$ $- 450,000$ N/A N/A District District
Hunter - 10' Regional Trails Right of Way (5.4 miles)Amenity MMD Parks 3,379,050$ $- 3,379,050$ Eligible N/A COD District
Hunter - 10' Regional Trails Other (5.6 miles)Amenity Developer Parks 3,504,200$ $- 3,504,200$ N/A N/A District District
Hunter - 6' Community Trails Right of Way (.8 miles)Amenity MMD Parks 268,104$ $- 268,104$ Eligible N/A COD District
Hunter - 6' Community Trails Other (15.4 miles)Amenity Developer Parks 5,161,002$ $- 5,161,002$ N/A N/A District District
Hunter - 6' Community Trails Highway (4.8 miles)Amenity Developer Parks 1,608,624$ $- 1,608,624$ N/A N/A TXDOT District
Hunter - Pocket Park (15)Amenity Developer Private 1,875,000$ $- 1,875,000$ N/A N/A District District
Hunter - Amenity Centers (2)Amenity Developer Private 18,000,000$ $- 18,000,000$ N/A N/A HOA HOA
Hunter - Town Center Green Amenity Developer Private 2,000,000$ $- 2,000,000$ N/A N/A District District
Hunter - Development Art (3)Amenity Developer Private 750,000$ $- 750,000$ N/A N/A District District
Hunter - Entries - Primary (3)Amenity Developer Private 1,050,000$ $- 1,050,000$ N/A N/A District District
Hunter - Entries - Secondary (2)Amenity Developer Private 250,000$ $- 250,000$ N/A N/A District District
Hunter - Entries - Neighborhood (23)Amenity Developer Private 1,150,000$ $- 1,150,000$ N/A N/A District District
Hunter - Streetscape-Signature Parkway Amenity Developer Private 11,323,315$ $- 11,323,315$ Eligible N/A COD District
Hunter - Streetscape-Urban Blvd Amenity Developer Private 4,866,906$ $- 4,866,906$ Eligible N/A COD District
Hunter - Gas Wells Amenity Developer Private 7,020,552$ $- 7,020,552$ N/A N/A District District
Hunter - Screen wall Amenity Developer Private 422,500$ $- 422,500$ N/A N/A District District
Cole - 50 Acre City Park Amenity Developer Parks 3,959,000$ $- 3,959,000$ N/A N/A COD District
Cole - 5 Acre Neighborhood Park 1 (5 acres)Amenity Developer Parks 825,000$ $- 825,000$ N/A N/A COD District
Cole - 5 Acre Neighborhood Park 2 (5 acres)Amenity Developer Parks 825,000$ $- 825,000$ N/A N/A COD District
Cole - Dog Park (2 acres)Amenity Developer Parks 450,000$ $- 450,000$ N/A N/A District District
Cole - 10' Regional Trails Right of Way (6.9 miles)Amenity MMD Parks 4,279,725$ $- 4,279,725$ Eligible N/A District District
Cole - 10' Regional Trails Other (5.1 miles)Amenity Developer Parks 3,163,275$ $- 3,163,275$ N/A N/A District District
Cole - 6' Community Trails Right of Ways (.8 miles)Amenity MMD Parks 268,104$ $- 268,104$ Eligible N/A COD District
Cole - 6' Community Trails Other (12.7 miles)Amenity Developer Parks 4,256,151$ $- 4,256,151$ N/A N/A District District
Cole - 6' Community Trails Highway (.5 miles)Amenity Developer Parks 167,565$ $- 167,565$ N/A N/A TXDOT District
Cole - Pocket Park (15)Amenity Developer Private 1,875,000$ $- 1,875,000$ N/A N/A District District
Cole - Amenity Centers (2)Amenity Developer Private 18,000,000$ $- 18,000,000$ N/A N/A HOA HOA
Cole - Development Art (3)Amenity Developer Private 750,000$ $- 750,000$ N/A N/A District District
Cole - Entries - Primary (2)Amenity Developer Private 700,000$ $- 700,000$ N/A N/A District District
Cole - Entries - Secondary (1)Amenity Developer Private 125,000$ $- 125,000$ N/A N/A District District
Cole - Entries - Neighborhood (36)Amenity Developer Private 1,800,000$ $- 1,800,000$ N/A N/A District District
Cole - Streetscape-Signature Parkway Amenity Developer Private 12,258,497$ $- 12,258,497$ Eligible N/A COD District
Cole - Streetscape-Urban Blvd Amenity Developer Private 3,642,075$ $- 3,642,075$ Eligible N/A COD District
Cole - Streetscape-Collector Amenity Developer Private 12,669,100$ $- 12,669,100$ Eligible N/A COD District
Cole - Gas Wells Amenity Developer Private 7,522,020$ $- 7,522,020$ N/A N/A District District
LDDS-1 (Lakes/Drainage/Dams/Spillways)Offsite MMD Drainage 15,120,000$ -$ 15,120,000$ Eligible N/A District District
LDDS-2 (Lakes/Drainage/Dams/Spillways)Offsite MMD Drainage 13,230,000$ -$ 13,230,000$ Eligible N/A District District
LDDS-3 (Lakes/Drainage/Dams/Spillways Offsite MMD Drainage 9,450,000 9450000 Eligible N/A District District
West Side Service Center Land & Funding COD Funding 525,000$ -$ 525,000$ Eligible N/A COD COD
Cole Fire Station Land & Funding COD Land 90,000$ -$ 90,000$ Eligible N/A COD COD
Hunter Fire Station Land & Funding COD Land 90,000$ -$ 90,000$ Eligible N/A COD COD
DME Substation Land & Funding COD Land 300,000$ -$ 300,000$ N/A N/A COD COD
Elevated Water Storage Tank Land & Funding COD Land 150,000$ -$ 150,000$ Eligible N/A COD COD
West Side SW Transfer Station Land & Funding COD Funding 225,000$ -$ 225,000$ Eligible N/A COD COD
West Side Booster Pump Station Land & Funding COD Funding 75,000$ -$ 75,000$ Eligible N/A COD COD
Hickory Creek Wastewater Lift Station Land & Funding COD Funding 45,000$ -$ 45,000$ Eligible N/A COD COD
Capital Expense for WTP Expansion - Early Design Start Land & Funding COD Funding 500,000$ -$ 500,000$ N/A N/A COD COD
Capital Expense for Affordable Housing Land & Funding COD Funding 3,000,000$ -$ 3,000,000$ N/A N/A COD COD
Capital Expense for Emergency Services (Fire)Land & Funding COD Funding 10,000,000$ -$ 10,000,000$ Eligible N/A COD COD
Maintenance & Operation*M&O MMD M&O 90,000,000$ -$ 90,000,000$ Eligible N/A District District
Developer Interest Interest MMD Interest 78,071,432$ -$ 78,071,432$ Eligible N/A District District
Contingency Contingency MMD Contingency 108,569,892$ -$ 108,569,892$ Eligible N/A District District
1,425,555,489$ 546,486,600$ 879,068,889$ 80,396,204$
*MMD Reimbursement for M&O is limited to $8,000,000
Note - The cost of the "MMD" facilities noted above will be determined by future studies, analysis or designs that will further define the proportional benefit to the individual districts.