20-764o�nvArrcE rro. 20-764
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZIIVG THE EXECUTION OF A
PROJECT AGREEMENT WITH PETRUS INVESTMENT, L.P. RELATIVE TO FUNDING,
OWNERSHIl', MAINTENANCE, AND REPAIR OF PUBLIC IMPROVEMENTS SERVING
PROPERTY LOCATED WITHIN THE "HUNTER RANCH IMPROVEMENT DISTRICT NO.
1 OF DENTON COUNTY, TEXAS" AND OTHER RELATED MATTERS; AND PROVIDING
AN EFFECTIVE DATE (CONTRACT #7330)
WHEREAS, all terms with initial capital letters that are not defined in the te� of this
Ordinance shall have the meanings given to them in the Project Agreement attached as E�ibit
"A" to this Ordinance and incorporated herein for all purposes; and
WHEREAS, pursuant to Section 59, Article XVI, Texas Constitution, Hunter Ranch
Improvement District No. 1 of Denton County, Texas (the "District") has been created during the
86'�` Regular Session of the Texas Legislature through the passage of H.B. 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 and for public purposes, including the acquisition, construction, impravement,
financing, operation, and maintenance of water, wastewater, drainage, road, landscaping, park and
recreational facilities; and
WHEREAS, the District encompasses approximately 3,167.72 acres of land (the "District
Area") in the City of Denton as described by metes and bounds in Exhibit "A" hereto; and
WI�REAS, Petrus Investment, L.P. ("Owner"} is the owner of the real property located
in the District Area; and
WHEREAS, as of the effective date of this ordinance, the District Area is not served by
adequate water, wastewater, drainage, road, landscaping, parks, and recreational facilities, and
such facilities are not otherwise available to the District Area; and
WHEREAS, the District and the Owner propose to acquire, construct, improve, and finance
for the benefit of the City certain water, wastewater, drainage, road facilities (collectively, the
"Improvement Projects") more particularly described and defined as the "Improvement Projects"
in that certain Project Agreement, ta seive the axea within and outside its boundaries and convey
such improvements to the City; and
WI-�REAS, the Owner proposes to acquire, construct, improve, and finance, and the
District proposes to operate and maintain, certain landscaping, parks, and recreational facilities
(collectively, the "Park Improvements") more particularly described and defined as the "Park
Improvements" in the Project Agreement, to serve the area within and outside its boundaries and
convey such improvements to the City; and
WHEREAS, the District will make adequate arrangements so that it will have the financial
capability ta enable it to acquire, construct, improve, and finance the Improvement Projects and to
operate and maintain the Paxk Improvements and to discharge any obligations incurred in acquiring
and constructing such Improvement Projects and operating and maintaining such Park
Improvements; and
WHEREAS, the District plans to proceed at the earliest possible time, in an expeditious
manner, with the phased acquisition and construction of the Improvement Projects to serve the
District Area and contiguous property; and
VVHEREAS, the District may contract with the Owner to advance funds from the Owner
to the District for the phased acquisition and construction of the Improvement Projects to serve the
District Area and contiguous property; and
WI�REAS, the District Area is located within the corporate limits of the City, and within
Water Certificate of Convenience and Necessity No. 10195 and Sewer Certificate of Convenience
and Necessity No. 20072, each issued to the City; and
WHEREAS, the City is a municipal corporation and is operating under a home rule charter
adopted under the laws of the State of Texas, and City has the power under the laws of the State
of Texas to acquire, own, maintain, and operate the Improvement Projects within its boundaries;
and
WHEREAS, the City recognizes the positive economic impact that development of the
District Area and contiguous property will have through the production of new jobs, the
stimulation of commercial activity, and the additianal ad valorem and sales and use tax revenue
generated by such development; and
WHEREAS, except as otherwise provided in the District Act, before the District may
exercise any powers under the District Act (i) the City must adopt an ordinance or resolution
consenting to the creation of the District and to the inclusion of land in the District; (ii) the City
and the District must negotiate and execute a mutually approved and accepted "operating
agreement" as such term is defined in the District Act; and (iii) the City and each developer of
property in the District must negotiate and execute a"project agreement" as such term is defined
in the District Act; and
WHEREAS, in order to satisfy the requirements of Section 3980.0109(a}(3} of the District
Act, the City and the Owner desire to enter into the Project Agreement attached as E�ibit "A";
and
WHEREAS, pursuant to Section 3980.0109(a)(3) of the District Act, the District and the
City have the authority to enter into an Operating Agreement with regard to the ownership and
maintenance of Improvement Projects, Park Improvements and other public improvements; and
WHEREAS, the City intends for the attached Project Agreement to establish the rights and
obligations of the City and the Owner with respect to the financing, ownership and maintenance
of certain Improvement Projects and Park Improvements and other public improvements; NOW,
THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute the Project
Agreement attached hereto as E�ibit "A" with Petrus Investment, L.P. relative to funding,
construction, ownership, maintenance, and repair of public improvements serving property located
within the Hunter Ranch Improvement District No. 1 of Denton County, Texas and other related
matters.
SECTION 2. A substantial copy of the Project Agreement is attached hereto as E�ibit
"A" and incorporated herein for all purposes. Minor adjustments to the attached Project
Agreement are authorized, such as filling in blanks and minor clarifications or corrections, and
any modifications made by City Council in the approval of this ordinance.
SECTION 3. The City Manager, or his designee, is further authorized to carry out a11
duties and obligations to be performed by the City under the Project Agreement, unless otherwise
reserved in the Project Agreement for Council approval.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by �/E.�SE�it ✓/S
and seconded by GE �' the ordinance was passed and approved by
the following vote [ - � ]:
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
�
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✓
✓
✓
NaX Abstain Absent
✓
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PASSED AND APPROVED this the 7L�� day of �jJ,{�i , 2020.
CHRIS WATTS, MAYOR
ATTEST: ``������i��������
ROSARIOS, CITY SECRETARY `.���y..�F••�FN�.O,'.
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
gy: � �1122./
Exhibit "A"
Project Agreement
Petrus Investment, L.P.
HUNTER RANCH PROJECT AGREEMENT
This Hunter Ranch Project Agreement (this "Agreement") is executed between Petrus
Investment, L.P., a Texas limited partnership (the "Owner") and the City of Denton, Texas, a
Texas Home Rule municipality (the "C�"), each a"Partv" and collectively the "Parties". This
Agreement was signed by the Parties on the dates noted adjacent to each Party's signature, but is
dated to be effective Apri17, 2020 (the "Effective Date").
ARTICLE I
RECITALS
WHEREAS, Owner is the owner of the real property located in the City of Denton and
described by metes and bounds on Eghibit A(the "Pro e"); and
WHEREAS, the Property is located within the boundaries of the Hunter Ranch
Improvement District No. 1 of Denton County (the "DistricY'), 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, and Chapter 375, Local Government Code; and
WHEREAS, the District was created during the 86th Regular Session of the Texas
Legislature through the passage of HB 4683 and codi�ed 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, parks, and recreational facilities; and
WHEREAS, as of the Effective Date, the Property is not served by adequate water,
wastewater, drainage, road, landscaping, parks, and recreational facilities, and such facilities are
not otherwise available to the Property; and
WHEREAS, the District proposes to acquire, construct, improve, and finance for the
benefit of the City certain water, wastewater, drainage, road facilities, and other projects
(collectively, the "Improvement Projects") more particularly described and defined as the
"Improvement Projects" in that certain Operating Agreement between the City and the District
effective April 7, 2020 (the "O�erating A�reement"), to serve the area within and outside its
boundaries and convey such improvements to the City; and
WHEREAS, the Owner proposes to acquire, construct, improve, and finance, and the
District proposes to operate and maintain, certain landscaping, parks, and recreational facilities
(collectively, the "Park Improvements") more particularly described and defined as the "Park
Improvements" in the Operating Agreement, to serve the area within and outside its boundaries
and convey such improvements to the City; and
WHEREAS, pursuant to the Operating Agreement, the District will make adequate
arrangements so that it will have the financial capability to enable it to acquire, construct,
improve, and finance the Improvement Projects and to operate and maintain the Park
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1560.029\87880.5
Improvements and to discharge any obligations incurred in acquiring and constructing such
Improvement Projects and operating and maintaining such Park Improvements; and
WHEREAS, pursuant to the Operating Agreement, the District plans to proceed at the
earliest possible time, in an expeditious manner, with the phased acquisition and construction of
the Improvement Projects to serve the Property and contiguous property; and
WHEREAS, pursuant to the Operating Agreement, the District may contract with a
"Developer" (as that term is defined in the Operating Agreement) to advance funds from the
Developer to the District for the phased acquisition and construction of the Improvement
Projects to serve the Property and contiguous property; and
WHEREAS, the Parties are entering into this Agreement to set forth their understanding
regarding issues affecting the development of the Property and matters related to the District.
NOW THEREFORE, for and in consideration of the mutual covenants of the Parties set
forth in this Agreement, and for other good and valuable consideration the receipt and adequacy
of which are acknowledged and agreed by the Parties, the Parties agree as follows:
ARTICLE II
DEVELOPMENT STANDARDS AND DESIGN GUIDELINE5
2.1 Compliance with MPC Zonin�. Development and use of the Property shall
comply with the Ordinance Nos. MPC 19-0002c and MPC 19-0002d (as amended, the "MPC
Ordinance").
2.2 Desi�n Guidelines — Exterior Construction Materials. Development and use of
the Property shall comply with the MPC Ordinance design guidelines related to exterior
construction materials. These exterior construction materials will be included ii� restrictions
recorded against the Property which restrictions may not be reduced without City consent.
Owner waives the right to challenge the enforceability of the MPC Ordinance design guidelines
related to exterior construction materials.
2.3 Buildin� Codes. Consistent with City policy, construction of a building or
structure intended for human occupancy or habitation on the Property shall comply with the
locally adopted international building codes uniformly applied within the corporate limits of the
City and in effect at the time an application for a building permit is submitted to the City for that
building or structure.
2.4 Compliance with Development Ordinances and Standards. Development and use
of the Property shall comply with the City criteria manuals (or their successors), as adopted and
amended from time to time, and other development ordinances and standards, as adopted and
amended from time to time, that are applied to all properiy in the City and applicable on a
preliminary-plat-by-preliminary-plat basis to portions of the Property as it is platted to the extent
not in conflict with this Agreement. Construction of all public improvements will comply with
the City criteria manual, as adopted and amended from time to time, except the streets and roads
comprising Improvement Proj ects or that fiinction as regional or arterial streets and roads shall
be constructed in compliance with "Superpave Mixtures" materials requirements as described in
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1560.029\87880.5
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 As�halt") as amended, and all other streets and roads
shall be constructed with either Super Asphalt or concrete in compliance with City regulations
for concrete streets and roads or as directed by City staff. The Development Plan included in the
MPC Ordinance is a plan for development under Texas Local Government Code Chapter 245,
but Owner waives any vested rights to the extent they conflict with the terms of this Agreement.
ARTICLE III
PARKS. OPEN SPACE AND TRAILS
3.1 Dedication. The Owner will dedicate within the Property as park land, open
space and trails (each a"Park" and collectively "Parks") the land shown on Exhibit B(the "Park
Plan") at no cost to the City. Park land dedication will occur in phases, at the time of fmal plat
approval. The Park land acreage dedicated is the minimum required by Ordinance 98-039 based
on the projected residential units in the Park Plan. Park land dedication not within the fmal plat
triggering the dedication requirement will be dedicated as described in Section 5.1 below by
special warranty deed the form of which is attached as Eghibit C, except the "Pocket Parks",
"Dog Park", "Trails" outside rights-of-way, "lakes", and "Regional ESA Upland", as depicted on
the Park Plan, and the "lakes" as described in Section 4.10 of the Operating Agreement, shall be
conveyed by a grant of public access easement the form of which is described in Section 5.1
below. If not previously dedicated, dedication of one of the Neighborhood Parks shown on the
Park Plan will occur the date that is the earlier of (a) the first date after the elementary school
property is preliminary platted and before the City issues a building permit for construction of
the elementary school, if an elementary school is developed; or (b) the first date after the City
issues 1,000 building permits for residential homes within the Property. If not previously
dedicated, dedication of the second Neighborhood Park shown on the Park Plan will occur the
date that is the earlier of (a) the first date after the second elementary school property is
preliminary platted and before the City issues a building permit for construction of the second
elementary school, if a second elementary school is developed; or (b) the first date after the City
issues 2,000 building permits for residential homes within the Property. If not previously
dedicated, dedication of the City Park shown on the Park Plan will occur before the date the City
has issued 1,500 building permits for residential homes within the Property. The Park
Improvements for a Park must be constructed before the City accepts the dedication or
conveyance of a specific tract of Park land. Dedication of Park land consistent with the Park
Plan is the exclusive park land dedication requirement applicable to development of the Property
so long as the actual number of residential units do not exceed the projected residential units in
the Park Plan. If the number of residential units developed on the Property exceeds the units
utilized to determine the total acreage dedicated or conveyed in the Park Plan, the Owner must
dedicate or convey additional park properiy to the City in accordance with the requirements of
Ordinance 98-039, as amended. No Park or land to be dedicated as Park shall be located within a
gas well setback deterniined in accordance with the MPC Ordinance. No gas well setback shall
encroach within property acquired by the City prior to the Effective Date, located outside the
Property, and to be used as a public park.
3.2 Conservation Easement. Seventy-Four percent of the Upland Habitat Area C
known as Pilot Knob will be placed under a conservation easement, the form of which is
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attached as Exhibit D(the "Conservation Easement"). The Conservation Easement requires the
property to be maintained in a natural state while at the same time giving the public access. The
Conservation Easement for the approximately 29.14 acres depicted and described on Exhibit D-
1(the "Pilot Knob Peak") will be conveyed to the City and recorded in the Real Property
Records of Denton County, Texas within 180 days after the City adopts an ordinance or
resolution consenting to the creation of the District and to the inclusion of land in the District.
Within 180 days after this Agreement is executed, the Owner will complete the "baseline
documentation report" ("BDR") required by the Conservation Easement such that the Pilot Knob
Peak Conservation Easement may be recorded. A BDR will (i) address Pilot Knob Peak and Pilot
Knob Remainder areas, and (ii) comply with Land Trust Accreditation Commission Guidelines
and Land T�ust Standards and Practices Practice 11 B. The remaining area (the "Pilot Knob
Remainder") that compromises the seventy-four percent of the Upland Habitat Area C known as
Pilot Knob (i.e., that portion that excludes the Pilot Knob Peak) will also be placed under the
Conservation Easement. The Conservation Easement for the Pilot Knob Remainder depicted on
Exhibit D-2 will be conveyed to the City and recorded in the Real Property Records of Denton
County, Texas before the first preliminary plat for any portion of the Property is recorded, and
the City may withhold approval of the first preliminary plat for any portion of the Property until
the Conservation Easement for the Pilot Knob Remainder is recorded in the Real Property
Records of Denton County, Texas.
3.3 Park Development Fees. In lieu of paying park development fees required by
the City ordinance, the Owner will improve the Parks with Park Improvements in accordance
with the Park Plan. The cost of the Park Improvements for a specific tract of Park land will
equal or exceed the City park fees in effect on the date an application to construct that specific
tract of Park land is submitted to the City. Such Park Improvements will be constructed before
the City accepts the dedication of a specific tract of Park land. After City staff inspection and
acceptance of a completed portion of any such Park Improvements, the City will then program
and operate that Park and Park Improvements in accordance with the Park Plan.
3.4 Maintenance. Ownership and maintenance of Park land and Park
Improvements will be as designated on the Park Plan and governed by the Operating Agreement.
If the Park Plan obligates the Owner to own or maintain the Park land, the Owner will or will_
cause the District, an owner association or another non-profit entity (e.g., a conservation district)
to own or maintain the Parks within the Property. The Parks shall be maintained at a level equal
to or better than provided by the City to similar improvements in other parts of the City.
Notwithstanding the provisions of this Article III, the operation and maintenance of facilities
constructed by the City on the "Ci Park" defined in the Operating Agreement shall be the sole
responsibility of the City.
3.5 Construction. Prior to and during development in the immediate vicinity of a
Park, the Owner shall install, or cause to be installed, temporary protective fencing approved by
the City around the Park to protect against intrusion into the Park by development equipment.
The Owner shall use its best efforts to prevent damage to Park Improvements, including trees, by
its contractors and prevent dumping. All construction within the Park shall comply with MPC
Ordinance Section 7.7.4-D, tree protection requirements during construction, and utilize
reasonable efforts to minimize the impact to trees, flora and fauna within the Park. Parks
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disturbed during construction shall be restored to their pre-construction condition as reasonably
determined by the City's Director of Parks and Recreation.
ARTICLE IV
INFRASTRUCTURE AND OVERSIZING
4.1 Infrastructure Construction. Development and use of the Property shall require
construction of public infrastructure required to serve development of the Property. The Owner
is solely responsible for any costs to construct the Improvement Projects and Owner's
reimbursement for Improvement Projects is limited by Operating Agreement Article V. The City
has no obligation to construct or contribute financially to the Improvement Projects or other
public infrastructure required to serve development of the Property except as provided by the
Operating Agreement. The Parties agree that City Offsites, as that term is defined in the
Operating Agreement, will be governed by Section 4.11 of the Operating Agreement.
4.2 Oversizin�. If the Owner is reimbursed by the District for construction of
Improvement Projects, the Owner is not entitled to an impact fee reimbursement for such
Improvement Projects. If the City requests oversizing of public improvements consistent with
Section 4.08 of the Operating Agreement, then before Owner constructs such oversized
improvements, the Owner and the City will enter into an agreement that confirms how such
oversized improvements will be funded. If the City enters into an oversizing agreement with
Owner, the District will be provided a copy of such agreement. If the City does not otherwise
fund the oversized improvements, the Owner is entitled to an impact fee reimbursement for those
portions of any project that are Texas Local Government Code Chapter 395 eligible and are not
reimbursed by the District.
ARTICLE V
MUNICIPAL FACILITIES
5.1 Land Conveyance. The Owner, on behalf of the District, shall convey the land
within the Property depicted on Exhibit E to the City for the public facility uses noted on that
e�ibit on a phased basis with final platting, with the exception of the Denton Municipal Electric
substation site described in Section 6.3 below which shall be conveyed before the 180th day after
the Effective Date. Each conveyance required by this Section 5.1 will be restricted to its
intended use and inchide a reverter right transferring the land back to the Owner if the City fails
to use the land for the restricted use within 40 years from the date of transfer. No earlier than 30
years after the date of the transfer, the Owner will give the City written notice that the reverter
will be triggered in 10 years if the City fails to use the land for the restricted use. If the Owner
fails to timely provide the notice, the reverter will be effective 10 years after the date the Owner
provides the notice to the City. If before the property reverts the City issues a certificate of
occupancy for the intended public facilities then the reverter will expire. The provisions of this
Section 5.1 will be included in the special warranty deed transferring the land or in notes on the
fmal plat dedicating the land.
Each conveyance required by this Agreement to be by special warranty deed will be in
the form of deed attached as Exhibit C. Each conveyance required by this Agreement to be by
temporary construction easement will be in the form of the easement attached as Exhibit E-1.
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1560.029\87880.5
Each conveyance required by this Agreement to be by permanent easement will be in the form of
the City's then-current "template" easement as modified by attaching to the same the addendum
attached as Exhibit E-2.
5.2 Ca�italIm�rovements.
(a) The Owner, on behalf of the District, shall contribute to the City
$2,500,000 towards the cost to construct or expand a police substation that will serve the
District. The Owner shall contribute to the City $2,500,000 towards the cost to construct
the first fire station to be constructed within the Properry or within Cole Ranch that will
serve the District. The Owner's contributions will correspond to the sale of District
Bonds (as that term is defined in the Operating Agreement) and development within the
Properry. The Owner's contribution for the police substation and �re station is limited to
an amount equal to $5,000,000 in the aggregate.
(b) The Owner, on behalf of the District, shall contribute to the City $250,000
towards the cost to design a City water treatment plant. The City will provide the Owner
written notice after the design contract is awarded and 60 days before design begins. The
Owner's contribution will be paid 60 days after receiving the required notice but no
earlier than December 31, 2020. If the Owner funds the $250,000 contribution, Denton
will reimburse the Owner for such contribution on a quarterly basis as impact fees are
collected from the service area for the City water treatment plant in an amount equal to
the Owner contribution.
5.3 Land Cost Contributions. The Owner, on behalf of the District, shall contribute
one-quarter of the City's land costs to acquire the following acreage depicted on Exhibit E for
the described purpose if such contributions will serve the District: West Side Service Center —
35 acres; West Side Solid Waste Transfer Station — 15 acres; West Side Water Booster Pump
Station — 5 acres; and Hickory Creek Wastewater Lift Station — 3 acres. The Owner shall
contribute one-quarter of the City's land costs up to $30,000/per acre adjusted upward or
downward annually by no more than the increase in the consumer price index for all urban
consumers, all items for the Dallas/Fort Worth area for the previous year (the "CPI
Adjustment"). The Owner's land cost contributions are limited to an amount equal to, in the
aggregate, [25% of 58 acres x$30,000 or $435,000] increased annually by the CPI Adjustment.
The Owner will not deny, contest, or otherwise oppose any City application, registration, or
permit for the siting, construction, or operation of a Transfer/Recovery Facility provided such
facility is not within 1,000 feet from a MN, MR, R4 R6 or R7 zoned property on the Property.
5.4 Contribution Timin�. When each Developer seeks reimbursement from a series
of District Bonds, the Developer agrees to contribute at least ten percent of the amounts due to it
from the issuance of such District Bonds until such time as the Owner's contribution for capital
improvements described in Section 5.2, land costs described in Section 5.3, and affordable
housing costs described in Article VII are fully funded, and to assign that portion of its
reimbursement from the District Bonds to the City. Each payment required by this Section 5.4
will be held in a separate segregated City account restricted to its intended use and include a
reverter right transferring the funds back to the Owner if the City fails to use the funds for the
restricted use within ten years from the date all obligations in Section 5.2, Section 53 and
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1560.029\87880.5
Article VII are fully funded. Notwithstanding the foregoing, if the District funds the obligation
in Section 5.2 and Section 5.3 then the developer contribution will be reduced by a like amount.
5.5 Impact Fee Updates. The development of the Property requires the City to adopt
and update its impact fees in compliance with Texas Local Gov't Code Chapter 395.
ARTICLE VI
DENTON MUNICIPAL ELECTRIC SERVICE
6.1 Electric Service. Denton Municipal Electric (DME) will provide and bill and
collect for, retail service to all customers within the Property where DME has single, dual, or
triple certified electric service territory rights. The rates to be charge to the residents and users
within the Properry 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.
6.2 Electric Distribution Infrastructure. DME will extend electric distribution
facilities as necessary to serve full development of the Property. The MPC Ordinance includes a
phasing exhibit which identifies the sequence of development for the Property. If the Property is
developed consistent with the phasing e�iibit included in the MPC Ordinance, DME will not
charge any Aid-in-Construction fees for electric infrastructure costs necessary to serve the
Property as it develops. However, if the Property is developed in manner inconsistent the
phasing exhibit included in the MPC Ordinance, DME will evaluate the cost associated with
service extension through the undeveloped area to determine if Aid-in-Construction is required.
Based on a worst-case scenario, for an overhead extension from phase 1 to phase 5 of Hunter
Ranch, Aid-in-Construction could cost approximately $1,000,000. DME is responsible for
installation of all primary-voltage electrical cables, transformers, switchgear, streetlight poles
and LED streetlight fixtures, streetlight cables, communication fiber optic cables, single-family
residential services, and other necessary DME distribution and transmission system equipment,
whether onsite or offsite as necessary to provide adequate and reliable electric service to the
Property.
As required, the Developer, Owner or the District shall provide to DME Public Utility
Easements necessary to protect, install, safely operate and maintain the electric infrastructure.
Public Utility Easements will be 8 feet in width adjacent to street rights-of-way in single family
residential areas, and 15 feet in width adjacent to Primary and Secondary Arterial rights-of-way
(20 feet where duct banks are required). Easements will be conveyed through the platting
process unless DME requests an easement be transferred by separate instrument. DME agrees to
joint trench installation of other franchised utilities such as telephone, cable tv, fiber optic cables,
or other non-gas utilities within the designated public utility easements as long as those utilities
are on an edge shelf of the trench and not placed directly above the electric facilities.
Existing overhead DME electric distribution lines, which are located in the public rights-
of-way, will be relocated by DME at no cost to the Developer when development adjacent to the
existing electric line requires the line to be relocated in order to accommodate the adjacent
development as long as the relocation is also to an overhead position. If the Developer requests
the relocation be placed underground, then the Developer shall be responsible for the difference
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in cost between the overhead relocation and the underground relocation as reasonably
determined and demonstrated by DME.
Developer will comply with those City approved policies within the DME Electric
Service Standards (ESS), as amended, that are available on the City website and uniformly
applied within the City. All new distribution electric service within the Property shall be placed
underground except for necessary above ground appurtenances such as street lights, switchgear
and transformers.
The ESS deimes the Developer's responsibilities and expectations, including the
installation of the civil work as required by DME. Such work includes installation of the
following:
Primary Volta�e Conduit and Pull Boxes — Conduit and pull boxes are provided by DME and
installed by the Developer including concrete encasement of mainline feeders.
Switchgear — Switchgear and bases are provided by DME with the Developer responsible for
installation of the switchgear bases including grading.
Transformers — For single family and duplex uses, single-phase transformer pads will be
provided by DME. All other multi-family uses, whether three-phase service or single-phase
service, will be considered commercial and the pads will be provided by the Developer. Three-
phase pads to serve commercial development will be provided by the Developer. All pads must
meet current DME construction standards. DME is responsible for the installation of the
transformer bases.
Street Li�hts and Conduits — Developer, on behalf of the District, is responsible for the cost to
purchase and install all street light assemblies. Street light conduit and pull boxes will be
provided by DME. Street light selection can be based on DME's current standard street light
offerings. If Developer chooses to use a different street light than the standard offerings,
approval will be required by DME. DME will pull primary wire and energize street lights once
complete by the Developer. DME will own, operate, maintain, and replace all streetlights within
the public rights-of-way of the Property. These lights will be under a flat-rate monthly electric
service rate (non-metered) funded by the City of Denton
6.3 Electric Substation Infrastructure. DME is responsible for installation, operation,
maintenance, and replacement of all substation facilities necessary to serve full development of
the Property. This includes the proposed Underwood Substation and easements depicted on
Exhibit E and described on Exhibit E-3 which will be conveyed by the owner to DME at no
cost consistent with the terms of Section 5.1 above. That specific site and easements are shown
on City Ordinance 2017-279 dated September 19, 2017 and on Exhibit E-3. Eghibit E-3 is
illustrative and the Parties will finalize in a recordable form before recording the fmal
conveyances in the deed records.
ARTICLE VII
AFFORDABLE HOUSING
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1560.029\87880.5
Each Developer seeking reimbursement from a series of District Bonds agrees to
contribute to the City's Affordable Housing Program consistent with the terms of Section 5.4
above until such time as an affordable housing contribution equal to $1,500,000 in the aggregate
is fully funded.
ARTICLE VIII
PRIVATE AMENITIES
Certain private amenities, such as an amenity center with private use restrictions (e.g.,
pool, bathrooms, cabana structure, playgrounds and the like, collectively, the "Private
Amenities"), will be constructed in phases as development of the Property occurs in accordance
with the MPC Ordinance and will be owned, operated and maintained by an owner association or
another non-proft entity. The Private Amenities are not part of the Improvement Projects and
will not be funded with the proceeds of District Bonds.
ARTICLE IX
DISTRICT MATTERS
9.1 Certification of Compliance. Each Developer within the District agrees to
provide the City and the District a written certification confirming that the Developer is in
compliance with the applicable sections of this Agreement with respect to the real property that
Developer owns. For purposes of this Section 9.1, each "Developer within the District" means
each Developer who has an obligation under the Project Agreement or the Operating Agreement
or is requesting reimbursement from the Bonds to be issued. A Developer is released from the
certification requirement when that Developer has no obligation under the Project Agreement
and the Operating Agreement. The certifications will be provided by the Developer seeking
reimbursement as a condition to having its reimbursements included in a District bond
application to the TCEQ; and then again 60 days before the date of sale of the District Bonds.
With respect to District Bonds not requiring TCEQ approval, the Developer seeking
reimbursement shall provide the certifications 120 days before the sale date of the District Bonds
and again 60 days before the sale date of the District Bonds. The certification will be in the form
attached as Exhibit F.
9.2 Estoppel. Upon receipt of a written request from the Owner, the City Manager
will execute a written estoppel certification that (a) identifies any obligations of the Owner or a
Developer under this Agreement that are in default, or with the giving of notice or passage of
time, would be in default; and (b) stating, to the extent true, that to the best of the City's
knowledge and belief, the Owner or a Developer is in compliance with its duties and obligations
under this Agreement.
9.3 Joinder A cement. A new district created by division of the District must
enter into a Joinder to the Operating Agreement in the form required by the Operating
Agreement or a new operating agreement; and each Developer shall be a third-party beneficiary
of any such Joinder or new operating agreement.
9.4 District Ternunation. In the event that the conservation easement in the form
attached hereto as Exhibit D with Exhibit D-1 attached is not recorded in the real property
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1560.029\87880.5
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.
ARTICLE X
ROUGH PROPORTIONALITY
10.1 The Owner and its related entities, successors and assigns (collectively the
"Developer Parties") release and discharge the City, its past and present employees, officers,
council members, attorneys and other representatives (including city consultants, the city
attorney, the city engineer, city building official and city bond counsel) (collectively the
"Citv Parties") from any and all claims, demands, controversies, and causes of action for breach
of contract, takings, exactions, claims under Texas Local Government Code Chapter 395, and
claims under the Private Real Property Rights Preservation Act, Texas Government Code
Chapter 2007, that relate to the Development, provided, however, notwithstanding anything to
the contrary in this Section 10.1, the Parties do not release any future contract rights arising
under or related to this Agreement. Any claims against the City Parties by the Developer Parties
arising prior to the Effective Date which are not specifcally released by this Section 10.1 are
hereby assigned by the Developer Parties to the City.
IO.Z DEVELOPER PARTIES� ACKNOWLEDGE THE CITY'S COMPLIANCE WITH FEDERAL
AND STATE CONSTITUT`IONS, STATUTES AND CASE LAW AND FEDERAL, STATE AND LOCAL
ORDINANCES, RULES AND REGULATIONS AND OWNERS� WANE AND RELEASE CLAIMS FOR
OBLIGATIONS IMPOSED BY THIS AGREEMENT.
(A� DEVELOPER PARTIES ACKNOWLEDGE AND AGREE THAT:
(I� THE IMPROVEMENT PROJECTS TO BE CONSTRUCTED AND THE FEES TO BE
IMPOSED BY THE CITY REGARDING THE PROPERTY, IN WHOLE OR IN PART, UNDER THIS
AGREEMENT DO NOT CONSTITUTE A:
�A� TAKING UNDER THE TEXAS OR UNITED STATES CONSTITUTION;
�B� VIOLATION OF THE TEXAS LOCAL GOVERNMENT CODE, AS IT EXISTS
OR MAY BE AMENDED; AND/OR
(C� NUISANCE.
(II� THE AMOUNT OF DEVELOPER PARTIES' FINANCIAL OR INFRASTRUCTURE
CONTRIBUTION AGREED TO IN THIS AGREEMENT IS ROUGHLY PROPORTIONAL TO THE
DEMAND THAT SUCH DEVELOPER PARTIES' DEVELOPMENT PLACES ON THE CITY'S
INFRASTRUCTURE.
�III� DEVELOPER PARTIES HEREBY AGREE THAT ANY PROPERTY WHICH THEY
CONVEY TO THE CITY OR ACQUIRE FOR THE CITY PURSUANT TO THIS AGREEMENT IS
ROUGHLY PROPORTIONAL TO THE BENEFIT RECEIVED BY THE DEVELOPER PARTIES FOR
SUCH LAND, AND DEVELOPER PARTIES HEREBY WAIVE ANY CLAIM THEREFOR THAT THEY
MAY HAVE. DEVELOPER PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT ALL
PREREQUISITES TO SUCH A DETERMINATION OF ROUGH PROPORTIONALITY HAVE BEEN MET,
1�
1560.029\87880.5
AND THAT ANY VALUE RECEIVED BY THE CITY RELATIVE TO SAID CONVEYANCE IS RELATED
BOTH IN NATURE AND EXTENT TO TI� IMPACT OF THE DEVELOPMENT OF THE PROPERTY ON
THE CITY'S INFRASTRUCTURE. DEVELOPER PARTIES' FURTHER AGREE TO WAIVE AND
RELEASE ALL CLAIMS THEY MAY HAVE AGAINST THE CITY PARTIES RELATED TO ANY AND
ALL ROUGH PROPORTIONALITY AND INDIVIDUAL DETERMINATION REQUIREMENTS
MANDATED BY THE UNITED STATES SUPREME COURT IN DOLAN V. CITY OF TIGARD, S 12
U.S. 374 (1994), AND ITS PROGENY, AS WELL AS ANY OTHER REQUIREMENTS OF A NEXUS
BETWEEN DEVELOPMENT CONDITIONS AND THE PROJECTED IMPACT OF TI� PUBLIC
INFRASTRUCTURE.
�B� DEVELOPER PARTIES RELEASE THE CITY PARTIES FROM ANY AND ALL CLAIMS OR
CAUSES OF ACTION BASED ON EXCESSIVE OR ILLEGAL EXACTIONS RELATING TO DEVELOPER
PARTIES' OBLIGATIONS CREATED IN THIS AGREEMENT.
(C� NOTHING IN THIS SECTION 10.2 WAIVES THE REQUIREMENTS, BENEFITS, AND
OBLIGATIONS OF SECTION 4.11 OF THE OPERATING AGREEMENT.
(D� THIS SECTION 10.2 AND SECTION lO.l SHALL SURVIVE THE TERNIINATION OF THIS
AGREEMENT.
ARTICLE XI
ADDITIONAL PROVISIONS
11.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of
the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the
Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to
interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals,
shall be taken into consideration and, to the maximum extent possible, given full effect. The
Parties have relied upon the recitals as part of the consideration for entering into this Agreement
and, but for the intent of the Parties reflected by the recitals, would not have entered into this
Agreement.
11.2 Term. This Agreement shall be for a term of 40 years from the earlier of (a) the
date of city approval of the initial preliminary plat of the Properiy, or (b) April 8, 2025. Prior to
the expiration of the Term, the Parties will consider whether to amend this Agreement.
Consistent with the terms of the Operating Agreement, the reimbursement for Improvement
Projects will be paid to the Owner, Developer, or their assignees. Notwithstanding the
foregoing: (i) any Improvement Projects initiated after the term expires shall not be reimbursed
by the District and the City shall not have any obligation to pay or reimburse for such
Improvement Projects; and (ii) this Agreement terminates for an end-buyer of a fully developed
and improved lot, other than Owner or Developer and any Owner or Developer related to or
affiliated with the Owner or Developer. This provision shall survive the ternunation of this
Agreement.
11.3 Notices. All notices required or contemplated by this Agreement (or otherwise
given in connection with this Agreement) (a "Notice") shall be in writing, shall be signed by or
11
1560.029\87880.5
on behalf of the Party giving the Notice, and shall be effective as follows: (a) on or after the 10`�
business day after being deposited with the United States mail service, Certified Mail, Return
Receipt Requested with a confirming copy sent by FAX; (b) on the day delivered by a private
delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed
by any person at the delivery address (whether or not such person is the person to whom the
Notice is addressed); or (c) otherwise on the day actually received by the person to whom the
Notice is addressed, including, but not limited to, delivery in person and delivery by regular mail
or by E-mail (with a confirming copy sent by FAX). Notices given pursuant to this section shall
be addressed as follows:
To the City: City of Denton
Attn: City Manager
215 E. McKinney St.
Denton, Texas 76201
Fax: (940) 382-7923
Email: Todd.Hileman(a�cityofdenton.com
To the 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
Fax: (214) 981-9071
Email: CCrawford(a�crawlaw.net
To the Owner: Attn: Ike Robb
Petrus Investment, L.P.
3000 Turtle Creek Blvd.
Dallas, TX 75219
Fax: (214) 303-5570
Email: ike.robb{a���rp.net
To the Owner: Attn: Jeremy Fowler
Petrus Investment, L.P.
3000 Turtle Creek Blvd.
Dallas, TX 75219
Fax: (214) 303-5570
Email: jeremy.fowler ,��rp.net
With a copy to: Attn: Misty Ventura
Shupe Ventura, PLLC
9406 Biscayne Blvd.
Dallas, Texas 75218
Fax: (800) 519.3768.
Email: misty.ventura(cr�,svlandlaw.com
11.4 Events of Default. No Party shall be in default under this Agreement until
notice of the alleged failure of such Pariy to perform has been given (which notice shall set forth
12
1560.029\87880.5
in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time determined based on the nature
of the alleged failure, but in no event less than 30 days after written notice of the alleged failure
has been given). In addition, no Party shall be in default under this Agreement if, within the
applicable cure period, the Party to whom the notice was given begins performance and
thereafter diligently and continuously pursues performance until the alleged failure has been
cured. The Party required to give notice under this Section 11.4 must provide a copy of such
notice to the District.
11.5 GENERAL REMEDIES. IF A PARTY IS IN DEFAULT, THE AGGRIEVED
PARTY MAY, AT ITS OPTION AND WITHOUT PREJIJDICE 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
INJi1NCTIVE RELIEF. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO
DEFAULT UNDER THIS AGREEMENT SHALL:
(a) entitle the aggrieved Party to terminate this Agreement; or
(b) entitle the City to suspend performance under this Agreement to (i) any
fully developed and improved lot within the Property owned by parties other than the Owner or
Developer in default and any Owner or Developer related to or affiliated with the Owner or
Developer in default; or (ii) any fully developed lot within the Property owned by any Owner or
Developer not in default and not related to or affiliated with the Owner or Developer in default;
or (iii) any Owner or Developer in compliance with Section 11.6 below; or
(c) adversely affect or impair the current or future obligations of the City to
issue permits, make inspections, issue approvals or provide water or sewer service (whether
wholesale or retail) or any other service (including solid waste collection, and police, fire and
EMS service) to (i) any fully developed and improved lot within the Property owned by parties
other than the Owner or Developer in default and any Owner or Developer related to or affiliated
with the Owner or Developer in default; ar(ii) any fully developed lot within the Property owned
by any Owner or Developer not in default and not related to or affiliated with the Owner or
Developer in default; or (iii) any Owner or Developer in compliance with Section 11.6 below or
(d) entitle the aggrieved Party to seek or recover exemplary damages; or
(e) limit the Term of this Agreement.
11.6 ADDITIONAL REMEDIES FOR IMPROVEMENT PROJECTS. In addition
to the general remedies provided by Section 11.5 above, in the event that there is a default under
this Agreement, or violation of the MPC Ordinance or City ordinance, related to the construction
of the Improvement Projects or other public improvements to be dedicated to the City as
described in Section 2.4, Section 3.1, Article IV and Section 6.2 of this Agreement, the following
additional remedies apply.
(a) Contract Covenant. The Owner or Developer will include in the contract for
construction of those Improvement Projects or other public infrastructure to be dedicated to the
13
1560.029\87880.5
City the obligation of the contractor "to recognize and comply with the applicable provisions of
the Project Agreement and the Operating Agreement and authorize the City to enforce the terms
of the Project Agreement and the Operating Agreement against the contractor" (the "Contract
Covenant"). The City shall have the right to audit, upon reasonable notice, the Owner or
Developer's compliance with this Section 11.6(a). Upon written request by the City, the Owner
or Developer shall provide to the City evidence of the inclusion of the Contract Covenant in any
contract for the construction of those Improvement Projects or other public infrastructure to be
dedicated to the City for which a permit has been issued by the City but for which the City has
not yet accepted those improvements.
(b) Enforcement Obli ag tion. The City may, at its option, provide written notice to the
Owner or Developer of a default related to the construction of any Improvement Projects or other
public infrastructure to be dedicated to the City (an "Infrastructure Default Notice"). Within 30
days of receiving an Infrastructure Default Notice, the Owner or Developer must provide
evidence to the City that the Owner or the Developer is enforcing the Contract Covenant. Such
evidence may take the form of a demand letter to the defaulting party or evidence a lawsuit has
been filed or other documentation that evidences the Owner or the Developer is enforcing the
Contract Covenant. The Owner or Developer's enforcement obligation under this Section
11.6(b) is neither a guaranty of compliance with the Contract Covenant nor is it an obligation to
enforce the City's regulatory requirements.
(c) City Self-Help Notice. If after receiving the Infrastructure Default Notice, the
Owner or Developer fails to comply with the requirements of Section 11.6(b) then the City will
send the Owner or Developer a notice with an opporiunity to cure within 120 days (the "C�
Self-Help Notice") putting the Owner or Developer on notice that if they fail to satisfy their
obligations in Section 11.6(b) during the 120-day cure period then the City will enforce this
Agreement and the Operating Agreement against the defaulting contractor. If the City elects to
enforce this Agreement and the Operating Agreement against the defaulting contractor after the
Owner or Developer has failed in its obligations to do so, then the Owner or the Developer will
reimburse the City for its enforcement costs.
(d) Termination of Obli atg ions. The Owner and Developer obligations in this
Section 11.6 are released as to each platted portion of the Property once those Improvement
Projects or other public infrastructure to be dedicated to the City to serve that platted portion of
the Property are accepted by the City.
11.7 Governmental Powers• Waivers of Immunity. By its execution of this
Agreement, the City does not waive or surrender any of its governmental powers, immunities, or
rights.
11.8 Assignment. Owner has the right (from time to time without the consent of the
City, but upon written notice to the City) to assign this Agreement, in whole or in part, and
including any obligation, right, title, or interest of Owner under this Agreement, to any person or
entity (an "Assi n�ee") that is or will become an owner of any portion of the Property or that is an
entity that is controlled by or under common control with Owner. Each assignment shall be in
writing executed by Owner and the Assignee and shall obligate the Assignee to be bound by this
Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or
14
1560.029\87880.5
interests being assigned, and shall be in the form of the Joinder Agreement attached hereto as
E�hibit G(each, a"Joinder A�reement"). Each Joinder Agreement shall include (i) a
description of the portion of Improvement Projects and other public infrastructure that will be
constructed and financed by each Developer, (ii) the division of obligations regarding the
dedication of Parks, the conveyance of land for municipal facilities, and the contribution of funds
for costs of municipal facilities and the City's affordable housing program, and (iii) the
maximum aggregate amount the District may reimburse to the Developer pursuant to Sections
5.01(a) and 5.08 of the Operating Agreement. A copy of each Joinder Agreement shall be
provided to all Parties and the District within 15 days after execution. From and after such
assignment, the City agrees to look solely to the Assignee for the performance of all obligations
assigned to the Assignee and agrees that Owner shall be released from subsequently perfonning
the assigned obligations and from any liability that results from the Assignee's failure to perform
the assigned obligations; provided, however, if a copy of the Joinder Agreement is not received
by the City within 15 days after execution, Owner shall not be released until the City receives
such assignment. No assigrunent by Owner shall release Owner from any liability that resulted
from an act or omission by Owner that occurred prior to the effective date of the assignment
unless the City approves the release in writing. Owner shall maintain written records of all
assignments made by Owner to Assignees, including a copy of each executed Joinder Agreement
and the Assignee's Notice information as required by this Agreement, and, upon written request
from any Party or Assignee, shall provide a copy of such records to the requesting person or
entity. The City shall not have the right to assign this Agreement. An Assignee shall be
considered a"Pariy" and the "Owner" for the purposes of the rights, title, interest, and
obligations assigned to the Assignee.
11.9 Encumbrance. Owner and Assignees have the right, from time to time, to
collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their
respective rights, title, or interest under this Agreement for the benefit of their respective lenders
without the consent of, but with prompt written notice to, the City and the District. The
collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not,
however, obligate any lender to perform any obligations or incur any liability under this
Agreement unless the lender agrees in writing to perform such obligations or incur such liability.
Provided the City has been given a copy of the documents creating the lender's interest,
including Notice (hereinafter defined) information for the lender, then that lender shall have the
right, but not the obligation, to cure any default under this Agreement and shall be given a
reasonable time to do so in addition to the cure periods otherwise provided to the defaulting
Pariy by this Agreement; and the City agrees to accept a cure offered by the lender as if offered
by the defaulting Party. A lender is not a Party to this Agreement unless this Agreement is
amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the
foregoing, however, this Agreement shall continue to bind the Property and shall survive any
transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a
lender, whether judicial or non judicial. Any purchaser from or successor owner through a
lender of any portion of the Property shall be bound by this Agreement, but shall not be entitled
to the rights and benefits of this Agreement with respect to the acquired portion of the Property
until all defaults under this Agreement with respect to the acquired portion of the Property have
been cured. The City shall not collaterally assign, pledge, grant a lien or security interest in, or
otherwise encumber any of its rights, title, or interest under this Agreement without Owner's
prior written consent.
15
1560.029\87880.5
11.10 No Restriction on Propertv Transfer. No provision of this Agreement shall
limit the ability of the Owner or any other person to transfer voluntarily or involuntarily its right,
title, or interest in or to all or any portion of the Property.
11.11 Binding Obli atg ions. This Agreement shall be recorded in the deed records of
Denton County. This Agreement, when recorded, shall be binding upon the Parties and their
successors and assigns permitted by this Agreement and upon the Property; however, this
Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any
end-buyer of a final platted and improved lot, other than any Owner or Developer and any
Owner or Developer related to or affiliated with such Owner or Developer, that is subject to a
final plat recorded in the real properiy records of Denton County.
11.12 Releases. From time to time upon written request of Owner or the District, the
City Manager shall execute, in recordable form, a release of this Agreement if the requirements
of this Agreement have been met.
11.13 Interpretation. The Parties acknowledge that each of them has been actively
involved in negotiating this Agreement. Accordingly, the rule of construction that any
ambiguities are to be resolved against the drafting Party will not apply to interpreting this
Agreement. In the event of any dispute over the meaning or application of any provision of this
Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for
or against any Party, regardless of which Party originally drafted the provision.
11.14 Re�resentations on Authority and Enforceabilitv. The City represents and
warrants that this Agreement has been approved by ordinance duly adopted by the City Council
in accordance with all applicable public notice requirements (including, but not limited to,
notices required by the Texas Open Meetings Act) and that the individual executing this
Agreement on behalf of the City has been duly authorized to do so. Owner represents and
warrants that this Agreement has been approved by appropriate action of Owner, and that the
individual executing this Agreement on behalf of Owner has been duly authorized to do so.
Each Party acknowledges and agrees that this Agreement is binding upon such Party and
enforceable against such Party in accordance with its terms and conditions.
ll.15 Entire A�reement. This Agreement, the Consent Resolution, and the Operating
Agreement, together constitute all of the agreements between the Parties and supersede all prior
agreements, whether oral or written, covering the subject matter of these agreements.
11.16 Amendments. This Agreement shall not be modi�ed or amended except in
writing signed by the Parties.
11.17 Severabilitv. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent
possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the
remainder of this Agreement shall remain in full force and effect and shall be interpreted to give
effect to the intent of the Parties.
16
1560.029\87880.5
11.18 A�plicable Law; Venue. This Agreement is entered into under and pursuant to,
and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all
obligations of the Parties are performable in Denton County. Venue for any action to enforce or
construe this Agreement shall be in Denton County.
11.19 Non Waiver. Any failure by a Party to insist upon strict performance by
another Party of any material provision of this Agreement shall not be deemed a waiver thereof,
and the Party shall have the right at any time thereafter to insist upon strict performance of any
and all provisions of this Agreement. No provision of this Agreement may be waived except by
writing signed by the Party waiving such provision. Any waiver shall be limited to the specific
purposes for which it is given. No waiver by any Pariy of any term or condition of this
Agreement shall be deemed or construed to be a waiver of any other term or condition or
subsequent waiver of the same term or condition.
11.20 No Third Party Beneficiaries. Except as otherwise provided in this Section
11.20, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. If
the District is not an Assignee, the District shall be considered a third-pariy beneiiciary of this
Agreement. An end-buyer of a lot shall be considered a third-party beneficiary of this
Agreement, but only for the limited purposes for which an end-buyer is bound by this
Agreement. No other person or entity shall have any right, title, or interest under this Agreement
or otherwise be deemed to be a third-party beneficiary of this Agreement.
11.21 Force Majeure. Each Party shall use good faith, due diligence and reasonable
care in the performance of its respective obligations under this Agreement, and time shall be of
the essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within three business days after the occurrence of a force
majeure, the Pariy claiming the right to temporarily suspend its performance, shall give Notice to
all the Parties, including a detailed explanation of the force majeure and a description of the
action that will be taken to remedy the force majeure and resume full performance at the earliest
possible time. The term "force majeure" shall include events or circumstances that are not
within the reasonable control of the Party whose performance is suspended and that could not
have been avoided by such Party with the exercise of good faith, due diligence and reasonable
care.
11.22 Form 1295. Submitted herewith is a completed Form 1295 generated by the
Texas Ethics Commission's (the "TEC") electronic filing application in accordance with the
provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the
TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Owner,
and the City agrees to acknowledge such form with the TEC through its electronic filing
application not later than the 30th day after the receipt of such form. The Parties �inderstand and
agree that, with the exception of information identifying the City and the contract identification
number, neither the City nor its consultants are responsible for the information contained in the
Form 1295; that the information contained in the Form 1295 has been provided solely by the
Owner; and, neither the City nor its consultants have verified such information.
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1560.029\87880.5
11.23 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrume��t,
11.24 Further pocuments. Each Party shall, upon request of the other Party, execute
and deliver such further documents and perform such further acts as may reasonably be
requested to effectuate the terms of this Agreement and achieve the intent of the Parties.
11.25 E�ibits. The following E�iibits are attached to this Agreement and are
incorporated herein for all purposes:
E�iibit A
Exhibit B
E�ibit C
E�ibit D
E�ibit D-1
E�ibit D-2
E�chibit E
E�ibit E-1
E�ibit E-2
E�ibit E-3
E�iibit F
Exhibit G
Metes and Bounds Description of the Property
Park Plan
Form of Special Warranty Deed
Conservation Easement
Pilot Knob Peak Depiction and Description
Pilot Knob Remainder Depiction
Municipal Facilities
Form of Temporary Construction Easement
Form of Permanent Easement Addendum
DME Legal Description
Developer Certification
Joinder Agreement
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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1560.029\87880.5
Executed by Owner and the City to be effective on the Effective Date.
ATTEST:
�
By:
Name: Rosa Rios
Title: City Secretary
APPROVED AS TO FORM:
; �'_ � /
Name: Aaron Leal
Title: City Attorney
STATE OF TEXAS §
§
COUNTY OF DENTON §
CITY OF DENTON
By:
Name: l�-2t C�f2�cT
Dc p�'`� �''t.�
Title:-City Manager
Date: �(Lti � 7�d 2C�
This instrument was acknowledged before me on ri � , 2020 by/� ,Q,�O I,z�9-��S
of the City of Denton, Texas on behalf of said city.
/�lAn/�C��
.v"""v JANE E. RICHARDSON
:�'lP':�" PU6�ii
_z�, �•t �'s Notary Public, State of Texa�
��;IV.+P� Comm. Expires 06-27-2021
''�i�;°;,�•�`` Notafy ID 8251214
W�
� �,
No ry Public, State of Texas
19
1560.029\87880.5
THIS AGREEME T HAS BEEN BOTH REVIEWED AND APPROVED as to fmancial
an operational ob gations and business terms.
�
--�--.�.
i�man, Ci� Manager
Cox =D�tor � ublic Works
7 �
David Gai
of Capital ProjectslCity Engineer
ug `�Dirc�%r of Water/Wastewater Plant Operations
��.'.�
Packan, D�es,tor of Parks and Recreation
Rogers, D' ecto f Economic Development
�— ` '� r
h Banks, General Manager of Utilities
General Manager of DME
Clark Rosen ahl, D' nage Manager
er �S�iL'i� E(�1t�.SLG� �S. CrY�I ltit�h'UN'��
yt�y�r of Development Services
, Lli�f Solid Waste
20
1560.029\87880.4
, Deputy Director of Operations, Streets
�^
Deborah Viera Sierra, Assistant Director of Environmental Services
21
1560.029\87880.4
OWNER:
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: M _ Thomas Mason
Title:_ F,�eciitivP Vice President
STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on March (�, 2020 by
�i1 •�lOrna.� ,���, , on behalf of Hillwood Development Company, LLC as
General Partner of PMC Management, L.P., general partner of Petrus Investment, L.P.
�
�.�"Y'�"��,, SHANNON SUSAN DEAR
����`P�'�� �e%�' Notar public, State of Texas
❑?i ::- Y
; � �,��.; Comm. �xpires 01-22-2022
''�,; o;; ��`� Notary ID 10935492
- ..
Notary Public, State of Texas
Y" a-i'
1560.029\878803
EXHIBIT A- METES AND BOUNDS DESCRIPTION OF THE PROPERTY
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'S9"W, 1215.90 feet;
THENCE N 00°07' 16"E, 3802.59 feet;
THENCE N 89°46'S2"E, 5806.39 feet;
THENCE N O1°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'S9"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;
TAENCE 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 O1°29'S6", having a radius of 5779.65 feet, the long chord which
bears S 61°52'12"E, 151.19 feet;
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THENCE S 00°27'S3"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'S2"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'OS"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 Seginning 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, 497e90 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'S2"E, 470.07 feet;
S 76° 13' S7"E, 71.47 feet;
N 89°37'20"E, 80.00 feet;
N 71°38'S6"E, 52.97 feet;
N 16°39'41"E, 51.30 feet;
N 70°04'44"W, 229.45 feet;
N 54°35'OS"W, 163.69 feet;
N 33°40'S7"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'S8"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 approxirrzate 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'S1"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 O1°13'S3"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 OS°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."
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EXHIBIT'B'
Hunter Ranch - Park Improvement Summary Tables
Park �edication and Development Repuirements for Hunter and Cole Ranch
Park *Requirement
Developer
Multi-Family Sin¢le Family Planned Park Development
Dedication with 5096
Units Units Dedication Fees (as of 12/2019)
Requirement Reduction
Amnunt
Hunter Ranch 3,250 7,000 63.63 31.815 64# $2,b44,750
*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
#1x 54 acre City Park & 2x 5 acre Neighborhood Parks (minimum)
***Developer financial commitment to construct City -owned parks includes only the City Park and Neighobrhood Parks
Trail System (Not required by the Park Dedication and Development Ordinance)
10' Re�ional Trails 6" Communitv Trails Total Trails
Hunter Ranch 11 Miles 21 Miles 32 Miles
*All mileage on the trails is approximate until design is finalized
*The City of Denton will have an access easement on all trails outside of the right-of-way
*10' trails will have a 30' easement and 6' trails will have a 26' easement, this aliows for additional space if needed for
programming, easement could be modified as needed pending space allocation
Parks and Trails - Ownership, Maintenence and Access
Description Ownership Maintenance Access
City Park** City District�HOA ❑pen to puplic
Neighborhood Park City District�HaA ❑pen to p�blic
Dog Park* Distriet�HOA with PAE Distri[t�H�A Qpen to pu6lic
Pocket Park* District�HaA with PAE Distriet/N�A ❑pen to pu6lic
Amenity Centers Distri�t�HOA District�HOA Private
Trails* District/HOA with PAE District�H�A Open to public
Lakes* District/HOA with PAE District/HOA Open to public
Upland ESA treils* District/HOA with PAE District/HOA Open to public
* PAE - Public Access Easement
** City is responsible for the maintenance and operation of any buildings/structures not constructed by the developer such as
a recreation center, skate park , etc.
Page 1 of 2
Park Improvements
Park Tvpe Description of Improvements
City Park Minimum 54 acres
Picnic Tables, Trash Cans and Benches
Playground area with equipment incorporating shade structures
Trails
Practice fields for baseball, saftball, soccer and football
Dedicated garking area
Dog Park Approximately 3 acres
One enclosed dog free-play fa�ility pravided
Up to three play areas included in the design
Dedicated parking area
Neighborhood Park Minimum 5 acres each
Minimum two Neighborhood Parks
Provided adjacent to each elementary school site if agreed 6y City and DISD
Playground pesigned for ages 2-5 and 5-12
Lands�aped with trees, benches and drinking fountains
On-street parking provided
Pocket Parks/Amenity Centers Aprroximately one-half to one acre in size
Estimated 15 park/amenity center areas
Meets the ten minute walk provision
Passive park use with landscaping, benches, etc.
Private amenity centers with dedicated parking
On-street parking provided for pocket parks
Page 2 of 2
0
i
H. Live4y Road
Robson Ranch Road ��W—k t oS 6e o�
� �iown o} Arqylv
EXHIBIT B - PARK PLAN
� � Note: The location and size of proposed parks, trails, ESA and schools
I � are approximate and general in nature and subject to change.
Note: School sites shown on this plan are planned, but not required.
Land underlying a school site shown on this plan may be developed in
accordance with the base zoning district regulations.
o Note: Amenity centers wiii 6e privately owned and maintained, and will
�� not be accessible to the general public.
a
�
c
a
�� � f �
Legend
� Site Bnundary
— ACLUD
^ • to' wide Hegianal Ttail
— 8' wide Neighborhood Traii {
'�' City Park
■ Sehoel
6cisYing Lity Park
■ Ne�yi+�url�u�d Ratk
� PocketPark
� Dog Park
� Regional ESA Up�and
� Floodptain
� Existing Lakes
* trails within ESA areas may
be natural surface trails
�i� H���a, � Hunter Ranch
March 04, 2020
COMMUN(T16 L�"' �
LiveSmatt• STRATFORk7i.AND Park Plan TBG o aoo soo• isoo� �
EXHIBIT C- FORM OF SPECIAL WARRANTY DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.
STATE OF TEXAS
COUNTY OF DENTON
That
SPECIAL WARRANTY DEED
r�
§ KNOW ALL MEN SY THESE PRESENTS
[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 adj acent 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 PRONOiJN 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
Property, including any and all permits issued by the North Texas Groundwater Conservation
1560.029\86729.4
District and any and all permits, licenses or other governmental authorizations related to such
water) that is in and under the Property and that may be produced from it, subject to applicable
laws and ordinances. Grantor, [ADD APPROPROPRIATE 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 tertn "surface of the Property" shall include the area from the surface
of the earth to a depth of five hundred feet (500') below the surface of the earth and all areas above
the surface of the earth.
The use of the Property shall be restricted to any and all [ADD APPROPRIATE USE
RESTRICTION HERE] uses.
Exceptions to Conveyance and Warranty: See E�iibit "B" attached hereto and made a part hereof
for all purposes.
Grantor hereby assigns to Grantee, without recourse, warranty, or representation, any and
all claims and causes of action that Grantor may have for or related to any defects in, or injury to,
1560.029\86729.4
the Property existing on the date of this deed, unless expressly reserved herein or in the Contract
of Sale between Grantor and Grantee.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns
forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to
WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof when the claim is by, through, or under Grantor but not otherwise, except as to
the Reservations from Conveyance and the Exceptions to Conveyance and Warranty.
EXECUTED the day of
GRANTOR
20 .
[ADD APPROPRIATE SIGNATURE BLOCK(S) AND ACKNOWLEDGEMENT(S)]
Upon Filing Return To:
Capital Proj ects — Real Estate
Attn: Deanna Cody, Deputy Director
216 W. Mulberry Street
Denton, Texas 76201
Property Tax Bills To:
City of Denton Finance Deparhnent
215 E. McKinney Street
Denton, Texas 76201
1560.029\86729.4
EXHIBIT D - CONSERVATION EASEMENT
CONSERVATION EASEMENT
This Conservation Easement is by and between Petrus Investment, LP ("Grantor"), and the City of
Denton, a Texas home-rule municipal corporation ("Grantee") and is effective upon recording in the real
property records of Denton County, Texas ("Effective Date").
Recitals:
�.. Grantor is the record owner of fee simple title to a certain parcel of real property
consisting of 29.125 acres located and situated in Denton County, Texas and more particularly described
in attached Exhibit "A" (the "Property").
2. Grantee is qualified to hold a conservation easement as it is an entity empowered to hold
an interest in real property under the laws of the State of Texas.
3. The preservation of the Property is desirable as the Property has significant historical,
environmental, and scenic value to the parties.
4. It is the intent of this Conservation Easement to assure that the Property will be retained
and maintained perpetually in its natural vegetative and hydrologic condition in accordance with both the
terms of this Conservation Easement and the conditions documented in the Baseline Documentation
Report ("BDR") in the attached Exhibit "B".
5. The purpose of the Conservation Easement includes the following (the "Purposes" or
"Conservation Values"), subject to Grantor's Reserved Rights:
A. retaining or protecting natural, scenic, or open-space aspects of the Property;
B. ensuring the availability of the Property for trail use by the public;
C. protecting natural resources;
D. maintaining or enhancing air and water quality;
E. maintaining areas of scenic and historical significance; and
F. maintaining the Property as documented in the BDR.
6. The following Exhibits are attached to this Conservation Easement and incorporated by
reference:
A. Exhibit A- Legal Description of the Property; and
B. Exhibit B- Baseline Documentation Report.
Witnesseth:
NOW THEREFORE, for good and valuable consideration from Grantee, the receipt and legal
sufficiency of which are acknowledged by Grantor, and in consideration of the covenants, mutual
agreements and conditions herein contained, Grantor has TRANSFERRED, BARGAINED, GRANTED, SOLD,
CONVEYED, ASSIGNED, SET OVER and DELIVERED, and by these presents does TRANSFER, BARGAIN,
GRANT, SELL, and CONVEY, to Grantee a conservation easement on, over, under, across, along and
1
through the Property on the terms set forth herein, together with all other rights reasonably necessary or
desirable to accomplish the Purposes and the rights granted under this Conservation Easement, subject
to the following terms, reservations, covenants, limitations and exceptions:
Duration of Easement. The Conservation Easement shall be perpetual. The Conservation
Easement is an easement in gross, runs with the land, and is enforceable by Grantee against Grantor, and
Grantor's successors, assigns, lessees, agents, and licensees.
2. Property Description. The metes and bounds legal description of the Property are set
forth in Exhibit "A" and incorporated herein by reference.
3. Present Condition of the Property. Subject to Grantor's Reserved Rights, neither Grantor,
its agents, assigns, successors, or personal representatives, nor any purchasers, lessees may violate the
terms or Purposes of the Conservation Easement. The conditions of the Property are described in the
BDR, prepared in accordance with Land Trust Accreditation Commission Guidelines and Land Trust
Standards and Practices 118, attached hereto as Exhibit "B", prepared by Grantor and acknowledged by
the parties to be complete and accurate as of the date hereof. Both the parties have copies of the BDR.
The BDR will be used by the parties to assure that any future changes in the use of the Property will be
consistent with the terms of this Conservation Easement. However, the BDR is not intended to preclude
the use of other evidence to establish the present condition of the Property if there is a controversy over
its use.
4. Prohibited Activities. Any activity on, or use of, the Property in violation of the terms and
Purpose of the Conservation Easement is prohibited. The Property shall be preserved as documented in
the BDR and is restricted from any development that would violate the Purposes of the Conservation
Easement. Without limiting the generality of the foregoing, the following activities and uses are expressly
prohibited, restricted, or reserved as indicated hereunder:
A. Vegetation: Except for the below, there shall be no clear-cutting of trees on the
Property. Grantor may remove diseased, invasive or non-native trees, shrubs, or plants; cut and
mow firebreaks and existing road rights-of-way; and remove trees, shrubs, or plants to
accommodate maintenance of permitted improvements, including trails or other uses expressly
permitted under the terms of this Conservation Easement. Grantor may remove potentially
invasive plants from the Property for habitat management purposes consistent with the intent of
this Conservation Easement. Except as necessary for activities expressly permitted in this
Conservation Easement and with written permission from Grantee, there shall be no farming on
the Property.
B. Uses: No plowing, residential or industrial activity shall be conducted upon the
Property. There shall be no storing or dumping of soil, trash, ashes, garbage, waste, abandoned
vehicles, appliances, machinery, or hazardous substances, or toxic or hazardous waste, or any
placement of underground or aboveground storage tanks or other materials on the Property that
may negatively impact or be detrimental to the Property or to the surface or subsurface waters
of the Property.
C. Subdivision: The Property may be further divided, subdivided, or partitioned but
all such property shall remain subject to the terms of the Conservation Easement perpetually.
2
D. Topography: There shall be no change in the topography of the Property. There
shall be no surface mining, filling, excavating, grading, dredging, mining or drilling upon the
Property, and there shall be no removing of topsoil, peat, sand, gravel, rock, minerals or other
materials from the Property except to construct and maintain permeable surface trails and
walkways using natural materials, or restore natural topography or drainage patterns.
E. Soil or Water Degradation: There shall be no use of, or the conducting of any
activity on, the Property that causes or is likely to cause significant and destructive soil erosion,
depletion or pollution of, or siltation on, any surface or subsurface waters of the Property, and
there shall be no change to streams on the Property in any manner. There shall be no diking,
draining, dredging, channeling, filling, leveling, pumping, impounding, of surface waters.
F. Construction: There shall be no constructing or placing of any building, mobile
home, asphalt or concrete pavement, billboard or other advertising display, antenna (including,
but not limited to, cell, mobile, or otherwise), utility pole, tower, conduit, line, or any other
temporary or permanent structure or facility or any other man-made structures on the Property
except in connection with the construction, repair, maintenance, or replacement (but not
expansion) of the permitted trails and any structures and other improvements located on the
Property as of the Effective Date of this Conservation Easement. Grantor shall have the right to
maintain, renovate, and repair existing buildings, structures, fences, pens, wells, dams and
reservoirs, utilities, soft-surface roads, and other improvements, and in the event of their
destruction, to reconstruct any such existing improvement with another of similar size, function,
capacity, location, and material.
G. Roads: There shall be no construction of roads or concrete sidewalks on the
Property; nor any enlargement, widening, improvement or modification to any existing roads, on
the Property. Maintenance of existing roads shall be limited to removal of dead vegetation,
necessary pruning, drainage improvement or removal of obstructing trees and plants, and/or
application of permeable materials (e.g., sand, gravel, and crushed stone) as necessary to correct
or prevent erosion. Construction and maintenance of permeable surface trails or walkways using
natural materials by Grantor is allowed.
H. Waters: There shall be no polluting, altering, manipulating, depleting or
extracting of surface (including, but not limited to, ponds, creeks or other water courses) or any
other water bodies on the Property, and there shall be no conducting or (to the extent in Grantor's
control) allowing any entity or person to conduct activities on the Property that would be
detrimental to water purity or that alter the natural water level or flow in or over the Property
(including, but not limited to, damming, dredging or construction in any free flowing water body,
nor any manipulation or alteration of natural water courses, fresh water lake and pond shores,
marshes or other water bodies).
I. Vehicles: Use of vehicles shall be limited to access to the site for monitoring,
maintenance, fire protection/emergency action, construction of approved permeable trails or
other approved activities. Off road vehicular access is expressly prohibited.
J. Easements: There shall be no granting or conveying of any easements on, over,
under, across, along or through the Property, including, but not limited to, access easements and
3
utility easements conveyed by separate instruments after the Effective Date, other than the
following conveyances:
I. Grantee has the right of pedestrian ingress and egress to and from, and
access on, across, along, and through the Property to access the Property to take such
actions which are consistent with the Conservation Easement; and
II. The public shall have the right of pedestrian ingress and egress to and
from, and access on, across, along, and through the Property on the permeable trails after
the same have been completed and such public access will be limited only to the
permeable trails. The parties have the option to further document the public's right of
access to the permeable trails at a later date.
K. Mineral Extraction. There shall be no exploration, development, production,
extraction, or transportation of oil, gas or other mineral substances (whether such other mineral
substances be part of the mineral estate or part of the surface estate) on, from, or across the
Property ("Mineral Activities") except in accordance with this Section provided, however, that
this Section does not apply to water, which is addressed elsewhere in this Conservation Easement.
I. No Surface Mining. Grantor shall not conduct surface mining by any
surface mining methods, including, without limitation, the mining of gravel, sand or
caliche.
II. No Surface Use. Grantor has the associated rights and retains its
interests, if any, in all oil, gas and other mineral substances (whether such other mineral
substances be part of the mineral estate or part of the surface estate) in and under the
Property; provided, however, it is understood and agreed that, in conducting any Mineral
Activities on the Property, Grantor shall not use or occupy any portion of the surface
estate of the Property and shall not place any facilities, fixtures, equipment, building,
structures, pipelines, rights of way or personal property of any kind or nature whatsoever
on the surface of the Property or in the subsurface within the depth interval of 1000 feet
below the surface of the Property or on or in any portion thereof. Grantor agrees that all
Mineral Activities shall be conducted by directional or horizontal drilling below said
subsurface interval from a surface location off the Property, and Grantor hereby waives
any rights whatsoever to the use of the surface and said subsurface interval of the
Property in connection with any Mineral Activities on the Property. Notwithstanding
anything above to the contrary, Grantor shall not be prohibited from conducting
exploratory activities that are non-invasive, do not otherwise damage or negatively
impact the watersheds or aquifer, and do not significantly impair or interfere with the
Conservation Values. To the extent Grantor elects to explore for or extract or exploit any
oil, gas or other minerals in or under the Property from a surface 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
and address of the Property for purposes of identifying a trail to advertise or regulate permitted
on-site activities, to post the Property to control unauthorized entry or use, or to identify the
property as being protected by this Conservation Easement.
M. Dumping: There shall be no dumping or storing of any material, such as trash,
wastes, ashes, sewage, garbage, scrap material, sediment discharges, oil and petroleum by-
products, leached compounds, toxic materials or fumes, or any "hazardous substances" (as
hereinafter defined). For the purposes of this paragraph, the phrase "hazardous substances" shall
be defined as in the federal Comprehensive Environmental Response, Compensation and Liability
Act (42 U.S.C. 9601 et seq.) and/or a substance whose manufacture, processing, distribution in
commerce, use, possession, or disposal is banned, prohibited, or limited pursuant to the federal
Toxic Substances Control Act (15 U.S.C. 2601 et seq.).
N. Hunting. Hunting is not allowed on the Property once the public has access to the
permeable trails.
O. Other Prohibitions: Any other use of, or activity on, the Property which harms the
Conservation Easement granted herein.
5. Rights Reserved to Grantor.
A. Existing Uses. The Grantor expressly reserves for itself, its successors and assigns, the right
of access to and the right of continued use of the Property for all purposes not prohibited by this
Conservation Easement, including, but not limited to, the right to quiet enjoyment of the Property, the
rights of ingress and egress with respect to the Property, the right to fence the Property and to prohibit
public access thereto, except as otherwise provided herein, and the right to sell, transfer, gift or otherwise
convey the Property, in whole or in part, provided such sale, transfer, or gift conveyance is subject to the
terms of, and shall specifically reference, the Conservation Easement. Except as may be expressly provided
otherwise in this Conservation Easement, this Conservation Easement shall not in any way limit, restrict
or in any way affect any property of Grantor other than the Property, including without limitation, any
property adjacent to, surrounding or near the Property. The rights conveyed by this Conservation
Easement do not constitute a conveyance of a fee interest in the Property, nor of any of the mineral rights
or water rights therein and thereunder. The rights retained by Grantor as set forth in this Section 5 are
referred to hereinafter as the "Reserved Rights".
B. Construction, Maintenance, and Access to Trails. Grantor has the right to
construct and maintain permeable trails made of natural materials on the Property. The (ocation
of the trails is at the sole discretion of Grantor. Grantor agrees to cooperate with Grantee on
location of the permeable trails to allow Grantee to maintain a comprehensive trail system in and
around the Property.
C. Transfer. The right to sell, give, mortgage, lease or otherwise convey the Property,
provided such conveyance is subject to the terms of this Conservation Easement.
D. Diseased Trees and Firebreaks. The right to cut, trench, and remove damaged or
diseased trees, shrubs, or plants and to cut firebreaks, as required in exigent circumstances.
E. Animal and Game Management and Hunting.
5
i. The right to manage animals and game on the Property, strictly in
accordance with applicable city ordinances, game laws and sound wildlife management
practices. The use of firearms by Grantor is allowed for this purpose.
ii. The right to hunt on the Property until the public has access to the
permeable trails. Any such hunting shall be conducted strictly in accordance with
Grantee's ordinances and state law.
F. Farming and Planting. The right to use existing pastures and grasslands used for
grazing, plant such trees, shrubs or grasses on the Property as Grantor may desire from time to
time. Consistent with the terms of this Conservation Easement, Grantor shall have the right to
maintain, restore and enhance native plant and wildlife habitat, consistent with best management
practices and all applicable laws and regulations governing such practices.
G. Livestock. The right to run cattle and horses on the Property. In no event shall the
Property be over-grazed. Land is to remain fenced to prevent external cattle and livestock from
entering the Property. With the exception of dogs and livestock, there shall be no domestic cats
or intentional introduction of exotic wildlife or potentially invasive species on the Property.
Livestock introduction is prohibited except as authorized herein.
H. Restoration. The right to restore damage caused by natural disasters such as
drought, flooding, tornados and fire, to dredge waterways of debris and silt/gravel deposits
caused by flooding, to restore soil levels and contours and replace shrubs and trees lost to natural
occurrences or disasters with like or improved species. If such damage results in the loss 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 planting of grasses or by other
means not inconsistent with the purposes of this Conservation Easement.
J. Composting, Burning, and Storing of Plant Material. The right to compost, burn
(including controlled burning of fields and pastures) or store plant material and vegetative waste
generated by permitted activities and uses and the right to store customary waste generated on
the Property by permitted activities and uses.
K. Leasing. The right to lease all or a portion of the Property for any use permitted
under this Conservation Easement, including hunting as limited herein.
L. Other Vegetation. Grantor expressly reserves the right to plant, cultivate and
maintain, as may be reasonably necessary, various trees, vines, shrubs, grasses, and similar
vegetation on any portion of the Property currently utilized as grassland or pastureland.
M. Compliance with Zoning and Agreements. Grantor expressly reserves the right to
use and improve the Property as necessary to comply with the requirements of any zoning
ordinance applicable to the Property, any agreement between Grantor and the City of Denton,
and any agreement between Hunter Ranch Improvement District No. 1 of Denton County, Texas
and the City of Denton.
0
6. Rights of Grantee. Grantee or its authorized representatives, shall have the right to enter
the Property at reasonable times upon notice for the purpose of inspecting the Property to determine if
the Grantor or any of its successors and assigns is complying with the terms, conditions, restrictions, and
Purposes of the Conservation Easement.
7. Liens and Taxes. Grantor shall keep the Property free of any and all liens, including,
without limitation, liens arising out of any work performed for, materials furnished to, or obligations
incurred by Grantor. Grantor shall pay before delinquency all taxes, assessments, fees, and charges of
whatever description levied on or assessed against the Property by competent authority and shall upon
written request by Grantee furnish Grantee with satisfactory evidence of payment.
8. Enforcement. In the event of a breach of this Conservation Easement by Grantor, the
Grantee, any third-party or any third-party working for or under the direction of Grantor or the Grantee,
the Parties shall be notified immediately. Grantor shall have thirty (30) days after receipt of such notice
to undertake actions that are reasonably calculated to correct the conditions constituting the breach. If
the conditions constituting the breach are corrected in a timely and reasonable manner, no further action
shall be warranted or authorized. If the conditions constituting the breach are such that more than thirty
(30) days are required to cure the breach, Grantor shall not be in default hereunder if Grantor undertakes
the cure of such breach during the thirty (30) day period following notice of the breach and diligently
pursues the cure ofthe breach to completion. If 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 ofthis 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
7
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
0
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 organizatian 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
Conservati�n 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 Ef#ective Date to the value of the Property (without deduction
for the value of the Conservation Easement) at the time of this grant. The values as of the Effective
Date and as referenced in this Section 9(I) shall be the values used, or which would have been
used, to calculate a deduction for federal income tax purposes, pursuant to Section 170(h) of the
Internal Revenue Code of 1986, as amended (whether eligible or ineligible for such a deduction).
Grantee shall use its share of any proceeds in a manner consistent with the purposes of the
Conservation Easement.
K. Failure of Grantee. If at any time Grantee is unable or fails to enforce the
Conservation Easement, or if Grantee ceases to be a qualified grantee, and if within a reasonable
period of time after the occurrence of any of such events, Grantee fails to make an assignment of
its interest pursuant to the Conservation Easement, then Grantee's interest shall become vested
0
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 signed it. In the event of any disparity
between the counterparts produced, the recorded counterpart shall be controlling.
Q. Reasonableness Standard. The parties shall follow a reasonableness standard and
shall use their best efforts to make any determinations that are necessary or are contemplated to
be made by them either separately or jointly under this Easement in a timely manner and shall
cooperate with one another and shall take all other reasonable action suitable to that end.
R. Controlling Law. The interpretation and performance of this Easement shall be
governed by the laws of the State of Texas.
S. Venue. The parties acknowledge and agree that any and all disputes arising out
of, or relating to, this Conservation Easement will be brought, heard, and determined exclusively
in Denton County, Texas. Both parties consent to venue in such courts and waive and relinquish
any right to assert that any action instituted by the other party in any such court is in the improper
venue or should be transferred to a more convenient forum.
T. Further Assurances; Cooperation. After the Effective Date, the parties shall each
execute and deliver such documents and take such other actions as shall be necessary to carry
out the Purposes of the Conservation Easement. Each party covenants and warrants that it shall,
whenever and as often as it shall be reasonably requested to do so by the other party to the
Conservation Easement, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such further documents and instruments as may be
10
necessary and proper in order to effectuate the intent and purposes of the Conservation
Easement.
U. Entire Agreement. This instrument sets forth the entire agreement of the parties
with respect to the Conservation Easement and supersedes all prior discussions, negotiations,
understandings, or agreements relating to the Easement, all of which are merged herein. No
alteration or variation of this instrument shall be valid or binding unless contained in an
amendment that complies with paragraph L.
V. Effective Date. The parties intend that these restrictions take effect on the day
and year this Easement is recorded in the Denton County Official Records.
TO HAVE AND TO HOLD the Conservation Easement for the purposes herein described, subject,
however, to the matters herein set forth and to all matters of record with respect to the Property, unto
Grantee, its successors and assigns, forever; and Grantor does hereby bind itself, its successors and assigns
to warrant and defend the Conservation Easement and the rights granted herein, unto Grantee, its
successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any
part thereof by, through or under Grantor, but not otherwlse.
[SIGNATURESTO FOLLOW ON NEXTPAGE]
11
IN WITNESS WHEREOF, the Grantor and Grantee have executed this document on the dates listed
below.
PETRUS INVESTMENT, L.P., Grantor
a Texas limited partnership
By: PMC Management, L.P.,
a Texas limited partnership,
its general partner
By: Hillwood Development Company, LLC,
a Texas limited liability company,
its general partner
By:
Name:
Title:
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on March � 2020 by
on behalf of Hillwood Development Company, LLC. as General Partner of PMC
Management, L.P., general partner of Grantor Petrus Investment, L.P.
Notary Public, State of Texas
My Commission Expires: _
12
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO FORM:
AARON LEAL, CITY ATTORNEY
CITY OF DENTON, Grantee
By: T
Todd Hileman, City Manager, underthe authority of
Ordinance No. 20- .
13
EXHIBIT D-1- PILOT KNOB PEAK DEPICTION AND DESCRIPTION
DESCRIPTION OF A
CONSERVATION EA5EMENT
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 3 inch metal post at a re-entrant corner of said Petrus Investment tract and
a re-entrant corner of a tract of land described by deed to Robson Denton Development, LP in
Volume 4373, Page 216, said County Records;
THENCE N 88°26'44"E, 8038.75 feet to the POINT OF BEGINNING;
THENCE N 44°07'S2"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'S5"W, 153.04 feet;
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°09'42"E, 189.07 feet;
THENCE S 70°57'OS"E, 118.23 feet;
THENCE S 51°44'43"E, 86.75 feet;
THENCE S 26°37'29"W, 62.16 feet;
THENCE S 37°44'ST'W, 91.64 feet;
THENCE S 18°27'31"E, 32.27 feet;
THENCE S 09°23'S0"E, 29.68 feet;
Peloton Job No. HWR18008 Tracking No. 7719
WESTPORT February 28, 2020
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THENCE S 58°04'09"E, 50.51 feet;
THENCE S 02°18'41"W, 28.16 feet;
THENCE S 85°20'44"E, 70.16 feet;
THENCE N 50°43'S0"E, 62.90 feet;
THENCE S 74°35' 19"E, 72.93 feet;
THENCE S 81°28'S2"E, 165.40 feet;
THENCE S 52°39'23"E, 101.75 feet;
THENCE S 21 ° 13'25"W, 125.90 feet;
THENCE S 34°12'S4"E, 66.23 feet;
THENCE S 62°19'08"E, 182.38 feet;
THENCE S 37°29'36"E, 172.11 feet;
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'S8"E, 154.54 feet;
THENCE S 51°57'34"E, 26.46 feet;
THENCE S 12°17'23"E, 32.62 feet;
THENCE S 12°06'25"W, 37.91 feet;
THENCE S 66°41' 15"W, 36.38 feet;
THENCE N 88°46'S5"W, 40.67 feet;
THENCE S 20°24'21"W, 206.25 feet;
THENCE S 80°30'36"W, 45.66 feet;
THENCE S 62°19'S3"W, 56.59 feet;
Peloton Job No. HWR18008 Tracking No. 7719
WESTPORT February 28, 2020
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THENCE S 50°19'S5"W, 185.32 feet;
THENCE S 26°46' 16"W, 78.29 feet;
THENCE S 43°19'13"W, 134.42 feet;
THENCE S 78°21'31"W, 47.24 feet;
THENCE S 85°08'34"W, 115.45 feet to the Point of Beginning and containing 1,268,683
square feet or 29.125 acres of land more or less.
Peloton Job No. FIWR18008 Tracking No. 7719
WESTPORT February 28, 2020
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3
�
a
z
J
0
v
N
O
N
0
v
rn
0
0
r
0
�
N
c
0
�
�
N0. BEARING DIST.
L1 N 44° 07' 52" W 128.20'
L2 N 66° 46' 28" W 127.49'
L3 N 52° 56' 31" W 159.22'
L4 N 44° 53' 1S" W 170.88'
L5 N 28° 11' 33" W 149.95'
L6 N 15" 26' S5" W 153.04'
L7 N 03° 18' 20" W 280.53'
L8 N 20' 48' 14" E 338.95'
L9 N 12° 51' 42" E 289.48'
L10 N 32° 09' 42" E 189.07'
L11 S 70° 57' 05" E 118.23'
L12 S 51° 44' 43" E 8b.75'
L13 S 26" 37' 29" W 62.16'
L74 5 37" 44' 57" W 91.64'
L15 S 18" 27' 31" � 32.27'
L16 S 9" 23' 50" E 29.fi8'
L17 S 58° 04' 09" E 50.51'
L18 S 02° 18' 41" W 28.16'
L19 S 85" 2D' 44" E 70.16'
L2� N 50° 43' 5�" E 62.90'
L21 S 74° 35' 19" E 72.93'
L22 S 81° 28' 52" E 165.4�'
L23 S 52° 39' 23" E 101.75'
L24 S 21° 13' 25" W 125.90'
L25 S 34° 12' 54" E 66.23'
L26 S 62° 19' 08" E 182.38'
L27 S 37° 29' 36" E 172.11'
L28 S 64° 27' 00" E 71.11'
L29 S 22° 45' 39" W 36.56'
L30 S 42° 51' 12" E 41.54'
L31 S❑9' 59' 58" E 154.54'
L32 S 51" 57' 34" E 26.46'
L33 S 12° 17' 23" E 32.62'
L34 S 12° 06' 25" W 37.91'
L35 S 66° 41' 15" W 36.38'
L36 N 88" 46' S5" W 40.67'
L37 S 20° 24' 21" W 206.25'
L38 S 80° 30' 36" W 45.66'
L39 S 62' 19' S3" W 56.59'
L4❑ S 50° 19' 55" W 185.32'
L41 S 26° 4fi'16" W 78.29'
L42 S 43° 19' 13" W 134.42'
L43 S 78° 21' 31" W 47.24'
L44 S 85° ❑8' 34" W 115.45'
"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
nghts and interests implied or established by the
creation or reconfiguration of the boundary of
the political subdivision for which it was prepared."
"Integralparts of this document" O 5�0 ���0
1. Description
2, Exhibit
Nosth CeStral�Zone 4202 NAD 83 rdinate System GRAPHIC SCALE IN FEET
S�v�'1269
J • �°�o� No-
���
L10 L11 L12
L14
L13 L21
L9 L15 L�0 L22
L16
L17 L19
L18
-------- --------�
--------------3,-, metal post
I
� "Preliminary, this document shall not be
recorded for any purpose and shallnot
� be used or viewed or relied upon as a /
Robson Denton Develop ment, LP
Vol. 4373, Pg Z16 I final survey document" 22 TAC 663.18C ��
R.P.R.D.C:T. ; ,3�
Petrus Investment, L.P.
Document# 1998-117450
R.P.R.D.C.T.
L8
L7
L6
L5
I' 8038.75'
Point of
Commencin
L23
� L24
L25
L26 L27
.L28
29.125 Acres L29
L30 L31
L32
L33
L34
Point o� L35
Beginning � 3 � 36
L4 L38
L40 L39
L3 L41
L2 �� L42
L44 L43
� P E LOTO N
�' ' LAND SOLUTIONS
9800 HILLWOOD PARKWAY, SUITE 250
FORT WORTH, TEXAS 76177 PH.# 817-562335�
Todd A. Bridges, RPLS 4940 ��,
Date� 2/28/2020 ' �; �
/ <N �
M'
. � ��
�x�ii6it �'
, ,�,�' �
0 f a i ��' �'
; ,�a,
Conservation Easement ' ti�'
Situated in the J. Taft Survey, Denton County, Texas
JOB # HWR18008 IDRAWN BY: SS
Deloult
BY: IDATE: 02/21/2020 �PAGE #40F4
EXHIBIT D-2 - PILOT KNOB REMAINDER DEPICTION
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 3 inch metal post at a re-entrant corner of said Petrus Investment tract and
a re-entrant corner of a tract of land described by deed to Robson Denton Development, LP in
Volume 4373, Page 216, said County Records;
THENCE N 88°41'S9"E, 7,134.01 feet to the POINT OF BEGINNING;
THENCE N 19° 15' 18"W, 275.37 feet;
THENCE N 07°54'44"W, 495.31 feet;
THENCE N 00°58' l 7"W, 433.36 feet;
THENCE N 07°04'29"E, 338.22 feet;
THENCE N 17°58'34"E, 138.32 feet;
THENCE N 45°50'02"E, 297.72 feet;
THENCE N 69°38'04"E, 70.40 feet;
THENCE N 18°26'06"E, 339.95 feet;
THENCE N 47° 11' 16"E, 157.45 feet;
THENCE N 73°11'23"E, 86.44 feet;
THENCE S 90°00'00"E, 57.75 feet;
THENCE S 84°07'03"E, 82.94 feet;
THENCE S 66°35'22"E, 65.33 feet;
THENCE S 03°21'S8"W, 139.91 feet;
THENCE S 10°45'47"W, 238.97 feet;
THENCE S 27°58'22"E, 173.14 feet;
Peloton Job No. HWR18008 Tracking No. ACF#7720
WESTPORT February 28, 2020
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THENCE S 53°38'07"E, 416.87 feet;
THENCE S 66°30' 15"E, 135.68 feet;
THENCE S 83°18'02"E, 53.73 feet;
THENCE S 68°02' 18"E, 259.80 feet;
THENCE S 59°38'09"E, 114.74 feet;
THENCE S 14°03'S0"E, 468.41 feet;
THENCE S 07°07'O1"E, 68.31 feet;
THENCE S 20°44'27"W, 115.88 feet;
THENCE S 24°55'22"W, 95.14 feet;
THENCE N 89°27'28"W, 37.07 feet;
THENCE S OS°16'12"E, 61.47 feet;
THENCE S 42°15'13"W, 109.84 feet;
THENCE N 54°49'S8"W, 39.74 feet;
THENCE S 48°26'38"W, 16.37 feet;
THENCE S 16°15'37"W, 76.08 feet;
THENCE S 75 ° 16' 31 "W, 124.17 feet;
THENCE N 62°19'S3"E, 56.59 feet;
THENCE N 80°30'36"E, 45.66 feet;
THENCE N 20°24'21"E, 206.25 feet;
THENCE S 88°46'S5"E, 40.67 feet;
THENCE N 66°41'15"E, 36.38 feet;
THENCE N 12°06'25"E, 37.91 feet;
THENCE N 12°17'23"W, 32.62 feet;
Peloton Job No. I-IWR18008 Tracking No. ACF#7720
WESTPORT February 28, 2020
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THENCE N 51°57'34"W, 26.46 feet;
THENCE N 09°59'S8"W, 154.54 feet;
THENCE N 42°51' 12"W, 41.54 feet;
THENCE N 22°45'39"E, 36.56 feet;
THENCE N 64°27'00"W, 71.11 feet;
THENCE N 37°29'36"W, 172.11 feet;
THENCE N 62°19'08"W, 182.38 feet;
THENCEN 34°12'S4"W, 66.23 feet;
THENCE N 21°13'25"E, 125.90 feet;
THENCE N 52°39'23"W, 101.75 feet;
THENCE N 81°28'S2"W, 165.40 feet;
THENCE N 74°35' 19"W, 72.93 feet;
THENCE S 50°43'S0"W, 62.90 feet;
THENCE N 85°20'44"W, 70.16 feet;
THENCE N 02°18'41"E, 28.16 feet;
THENCE N 58°04'09"W, 50.51 feet;
THENCE N 09°23'S0"W, 29.68 feet;
THENCE N 18°27'31"W, 32.27 feet;
THENCE N 37°44'S7"E, 91.64 feet;
THENCE N 26°37'29"E, 62.16 feet;
THENCE N 51°44'43"W, 86.75 feet;
THENCE N 70°57'OS"W, 118.23 feet;
THENCE S 32°09'42"W, 189.07 feet;
Peloton Job No. IIWR18008 Tracking No. ACF#7720
WESTPORT February 28, 2020
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THENCE S 12°51'42"W, 289.48 feet;
THENCE S 20°48' 14"W, 338.96 feet;
THENCE S 03°18'20"E, 280.53 feet;
THENCE S 15°26'S5"E, 153.04 feet;
THENCE S 28°11'33"E, 149.95 feet;
THENCE S 44°53' 19"E, 170.88 feet;
THENCE S 52°56'31"E, 159.22 feet;
THENCE S 66°46'28"E, 127.49 feet;
THENCE S 44°07'S2"E, 128.20 feet;
THENCE N 85°08'34"E, 115.45 feet;
THENCE N 78°21'31"E, 47.24 feet;
THENCE N 43° 19' 13"E, 134.42 feet;
THENCE N 26°46' 16"E, 78.29 feet;
THENCE N 50°19'S5"E, 185.32 feet;
THENCE S 30°56'S1"W, 61.27 feet;
THENCE S O 1°02' 31 "W, 27.05 feet;
THENCE S 18°07'S0"W, 62.51 feet;
THENCE S 23°03'28"W, 229.19 feet;
THENCE S 51 °56' 18"W, 21.03 feet;
THENCE S 85°15'S8"W, 32.74 feet;
THENCE S 07°03'40"W, 31.23 feet;
THENCE N 73°42'S4"W, 82.30 feet;
THENCE S 83°51'46"W, 46.77 feet;
Peloton Job Na IIWR18008 Tracking No. ACF#7720
WESTPORT February 28, 2020
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THENCE S 42°OS'32"W, 344.98 feet;
THENCE S 66°02'03"W, 161.57 feet;
THENCE N 60°04'28"W, 115.51 feet;
THENCE N 90°00'00"W, 157.00 feet;
THENCE N 81°34'00"W, 167.06 feet;
THENCE N 39°50'S0"W, 334.09 feet to the Point of Beginning and containing 1,921,243
square feet or 44.106 acres of land more or less.
Peloton Job No. HWR18008 Tracking No. ACF#7720
WESTPORT February 28, 2020
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�
3
4
V
V
v
D
n
0
�
�
N
N0. BEARING DIST.
L1 N 19' 15' 18" W 275.37'
L2 N Q7° 54'44" W 495.31'
L3 N 00' S8' 17" W 433.36'
L4 N 07" 4' 29" E 338.22'
L5 N 17° 58' 34" E 138.32'
L6 N 45° 50' a2" E 297.72'
L7 N 69' 38' 04" E 70.40'
LS N 18° 26' 06" E 339.95'
L9 N 47° 11' 16" E 157.45'
L1� N 73° 11' 23" E 86.44'
Ltt S 90° 00' 00" E 57.75'
L12 5 84' 07' 63" E 82.94'
L13 S 66° 35' 22" E 65.33'
L74 S 03' 27' 58" W 739.91'
L15 5 t0" 45' 47" W 238.97'
L16 5 27• 58' 22" E 173.1A'
L17 S 53' 38' 07" E 416.87'
Li8 5 66° 30' 15" E 135.68'
L19 S 83° 1B' a2" E 53.73'
L20 S 68" 02' 18" E 259.64'
L21 5 59" 38' 9" E 114.74'
L22 5 14" IJ3' S0" E 468.41'
L23 S 07° 07' 01" E 66.31'
L24 S 20° 44' 27" W 115.88'
L25 5 24° 55' 22" W 95.74'
L26 N 89° 27' 28" W 37.07'
L27 S 05° 16' 12" E 61.47'
L28 S 42' 75' 13" W 109.84'
L29 N 54" 49' 58" W 39.74'
l30 S 48" 26' 36" W 16.37'
L31 S 16' 15' 37" W 76.08'
L32 5 75° 16' 33" W 124.17'
L33 N 62° 19' S3" E 56.59'
L34 N SO' 30' 36" E 45.66'
L35 N 20" 24' 21" E 206.25'
L36 5 88° 46' S5" E 46.67'
L37 N 66" 47' 15" E 36.38'
L38 N l2° O6' 25" E 37.97'
L39 N 12° 17' 23" W 32.82'
L40 N 51' S7' 34" W 2fi.46'
L41 N 9' 59' S8" W 154.54'
Ld2 13 4Z° 51't2" W 41.54'
L43 N 22' 45' 39" E 35.5b'
L44 N 64" 27' 00" W 77.11'
L45 N 37° 29' 36" W 172.77'
L46 H 62" 79' 8" W 182.38'
l47 N 34' 12' S4" W 66.23'
L48 N 21" 13' 25" E 125.90'
L49 N 52' 39' 23" W 101.75'
L50 N 87' 28' S2" W 165.40'
L51 N 74' 35' 19" W 72.93'
L52 5 50' 43' 50" W 62.90'
L53 N 85" 2a' 44" W 70.16'
L54 N 02° 78' 41" E 28.16'
L55 N 58° 04' 09" W 50.57'
L56 N 09° 23' 5�" W 29.fi8'
L57 N 18" 27' 31" W 32.27'
L58 N 37° 44' S7" E 91.64'
L59 N 26' 37' 29" E 62.16'
L60 N 51' 44' 43" W 8fi.75'
L61 N 70" 57' S" W 118.23'
L62 S 32° 09'42" W 189.07'
L63 5 12° 51' 42" W 289.48'
L64 5 20' 48' 14" W 338.96'
L65 5 3' 18' 20" E 280.53'
L86 S 15° 2fi' S5" E 153.04'
lfi7 5 28' 11' 33" E 149.95'
L68 5 44' S3' 19" E 770.88'
�
0 500 1000
GRAPHIC SCALE IN FEET
"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 reconfigurotion of the boundary of
the political subdiv�sion for which it was prepared."
"Integral parts of this document"
1. Description
2. Exhibit
Basis of Bearing is the Texas Coordinate System
North Centrol Zone 4202. NAD 83.
"Preliminory, this document shall not be L� �
recorded for any purpose and shallnot L9 S�re��269
be used or viewed or relied upon as a L11 L14 � x
final survey document" 22 TAC 663.18C L12 '( �� v�
Todd A. Bridges, RPLS 4940 L� 3 J•� �/�
Date� 2/28/2020 L8 L15 ,���
L16 Petrus Investment, L.P.
L6 L7 L61 Document' 1998-117450
R.P.R.D.C.T.
L62� L17
L5
L57 `L58
L4 L63 L5
44. 1 06 � 54 �
Acres L53L5�
L64
L3
L2
�q��51�E
L65
L18
L19
L50 L20
L21
L4
L4
L22
L47 L46
L45 L44
43
42 L23
39 L41 L24
��8\ L25
L66 L36�'
L67 L3435
L33
L68 L756 L7
L69 L74 L78
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II�II �AND SOLUTIONS
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EXHIBIT E - Mi71vICIPAL FACILITIES
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March 03, 2020
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EXHIBIT E-1 - FORM OF TEMPORARY CONSTRUCTION EASEMENT
NOTICE OF CONFIDENTIALITI' RIGHTS: If you are a natural person, you may remove or strike any or
all of the following information from any instrument that transfers an interest in real property before it is filed
for record in the public records: your Social Security number or your driver's license number.
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
STATE OF TEXAS §
COUNTY OF DENTON §
This Temporary Construction Easement (the "Agreement") is between
, a ("Grantor") and the City of Denton, a Texas home-rule
municipal corporation ("Grantee" or "City") and is effective when executed by Grantor and
Grantee ("Effective Date").
For and in consideration of $10.00 and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, and in consideration of the covenants
contained herein, Grantor and Grantee agree as follows:
1, Subject to the terms of this Agreement, Grantor hereby grants and conveys to
Grantee a non-exclusive temporary easement (the "TCE") across the property described in E�ibit
"A" attached hereto (the "TCE Property"). This grant is subject to all matters of record affecting
the TCE Property.
2. This Agreement is being executed by Grantor at the request of the City. The City
is planning to undertake certain improvements related to (the
"Project") within the easement area described in that certain easement dated ,
20� and recorded as Instrument No. , in the Real Property Records of Denton
County, Texas (the "Permanent Easement"). Grantee's work related to the Project is referred to
here as the "Work." Grantee's Work must be performed pursuant to, and in accordance with the
City-approved plans for the Project. The TCE and TCE Property shall only be used by Grantee
for the purposes of construction staging, stockpiling materials, and access to and from the Project
work area (collectively, the "Permitted Uses") and for no use other than the Permitted Uses.
Notwithstanding anything to the contrary, Grantee shall have no right to construct any permanent
improvements on the TCE Property, nor any improvements that will continue to exist on the TCE
Property after the Termination Date (defined below). Grantee is responsible for location and
protection of all utilities and other improvements within the TCE Property prior to commencement,
and during the execution, of the Work. Access to the Proj ect area shall be limited to access through
the TCE Properiy itself, the easements described in the Permanent Easements, or public rights of
way, and not across other property owned by Grantor in which Grantee has no such interest.
Grantee shall not block, inhibit, or otherwise impede access to the other areas at any time.
3. Grantor reserves and retains the right to grant other rights and easements across,
over, or under the TCE Property to such other persons as Grantor deems proper; provided, such
other rights shall not unreasonably interfere with or prevent the use by Grantee of the TCE Property
for the purpose set forth herein.
1560.029\87449.2
4. The TCE is not assignable by Grantee without the prior written consent of Grantor,
which consent may be withheld in Grantor's sole and absolute discretion.
5. Grantor may use the TCE Property for any and all purposes which do not
unreasonably interfere with or prevent the use by Grantee of the TCE Property for the purposes
set forth herein.
6. The TCE shall automatically terminate upon the earlier of the completion of the
Work or months after the Effective Date of this Agreement (the "Termination
Date"). In the event of a default by Grantee hereunder and the continuance of such default for 30
days after written notice by Grantor to Grantee of such default, Grantor shall have the right to
immediately terminate this Agreement and the TCE upon written notice to Grantee. Grantee shall
also have the right to terminate this Agreement and the TCE upon written notice to Grantor. In
the event of any termination or expiration of this Agreement, Grantee shall remove all of its
properiy and materials from the TCE Property and restore the TCE Properiy pursuant to paragraph
8(and as otherwise required pursuant to this Agreement) as promptly as possible exercising
commercially reasonable diligence and efforts.
7. Other than the Work and Permitted Uses described herein, Grantee shall not make
any alterations, additions, or improvements to the TCE Property without Grantor's prior written
consent, which may be withheld in Grantor's sole and absolute discretion. Grantee shall at all
times comply with all applicable laws, rules, and ordinances of any governmental agency or
authority. Grantee shall stay within the limits of the TCE Property or other property in which it
holds an interest and shall not enter upon the adjacent land of Grantor without Grantor's express
prior written consent to each such entry, which consent may be withheld in Grantor's sole and
absolute discretion. No trespassing, ingress, or egress is allowed on the adjacent property in which
Grantee has no interest. Grantor shall be notified at least 48 hours prior to Grantee entering the
TCE Property for the first time, and Grantor shall have the right to have its representative present
when Grantee enters the TCE Property for the first time. The TCE Property, and the adjacent
properties, may be used for agricultural operations and may be in cultivation or may be subject to
grazing by livestock. If required by Grantor, temporary fences and gates shall be constructed to
specifcations previously agreed by Grantor and Grantee. All gates shall be kept closed at all
times, except when passing through same. No hunting, fishing, or other recreational activities nor
activities other than the Permitted Uses or completion of the Work are allowed at any time.
Grantee acknowledges receipt of the attached Exhibit "B" — Clarifications and
Understanding of the Terms and Conditions for Temporary Construction Easements.
8. Prior to the end of the term of this Agreement, or upon any termination of this
Agreement, Grantee shall, at no cost or expense to Grantor, promptly repair any damage to any
improvements on the TCE Property and surrounding property and restore the surface to its
condition that existed prior to Grantee's or any Grantee Party's entry thereon (including, but not
limited to, the removal of rocks with a dimension of four inches (4") or larger, the replacement of
any disturbed topsoil, either removed, stockpiled, and placed on site, or imported, the reseeding
and establishment of grasses or other landscape of varieties acceptable to Grantor, (including
fertilizer, temporary irrigation, or watering) and the repair, reconstruction, or replacement of
fences) of the TCE Properiy and surrounding properiy. Upon the expiration or termination of this
1560.029\87449.2
TCE, the TCE Property shall be left in a landscaped condition, free of all trash, litter garbage,
refuse, and debris.
9. Grantee shall not use the TCE Property, or permit use of the TCE Property by any
Grantee Party, in a manner which violates any law or regulation, or constitutes a public or private
nuisance. Except for the normal use of fuels, lubricants, and chemicals required for the Work,
Grantee shall not, and shall not permit the City, the City Contractor (defined below) or any of their
respective employees, managers, officers, agents, contractors, subcontractors, suppliers, invitees,
or representatives (each a"Grantee Party" and collectively, "Grantee Parties") to, locate, generate,
manufacture, use, or dispose on or about the TCE Property any chemical, pollutant, waste, or other
substance that is the subject of any law or regulation pertaining to public health, safeiy, protection,
or conservation of the environment or regulation of Hazardous Substances. "Hazardous
Substances" means any and all pollutants, toxic substances, hazardous materials, substances, or
waste, including, but not limited to, petroleum, crude oil, or any fraction thereof. If Grantor in
good faith believes that Hazardous Substances may have been located, generated, manufactured,
used, or disposed of on or about the TCE Property by the Grantee or any of its employees, agents,
contractors, subcontractors, suppliers, or invitees, Grantor may have environmental studies of the
TCE Property conducted as it deems appropriate. In the event such studies reveal that a Hazardous
Substance has been located, generated, manufactured, used, or disposed on or about the Property,
except as noted above, the Grantee shall be responsible for the cost of such study.
10. Grantor Parties. For the purposes of this Agreement, the term "Grantor Parties"
shall include Grantor, Grantor's affliates and their respective equity owners, successors, and
assigns, and such parties' respective officers, directors, employees, managers, agents, consultants,
contractors, subcontractors, suppliers, invitees, and representatives.
11. Required Insurance. Far purposes of this Agreement, the term "City Contractar"
shall mean the City's general contractor for the Project. Notwithstanding anything to the contrary,
commencing prior to entry onto the TCE Property by any Grantee Party, and through the remainder
of the term of this Agreement, Grantee shall require the City Contractor, at Grantee's or the City
Contractor's cost, to maintain a policy or policies of general liability insurance, including personal
injury and property damage, with contractual liability coverage, in the amount of Two Million
Dollars ($2,000,000.00) for property damage and Two Million Dollars ($2,000,000.00) per
occurrence for personal injuries or deaths of persons occurring in or about the TCE Property.
These policies must be issued by insurers licensed with the State of Texas on forms acceptable to
Grantor, with the liability insurance endorsed to include Grantor as an additional insured and
stating that such insurance is primary over any other insurance carried by Grantee or City's
Contractor. All policies must also contain a waiver of subrogation in favor of Grantor. Evidence
of such coverage in form and substance acceptable to Grantor must be furnished to Grantor prior
to entry onto the TCE Property by Grantee, the City Contractor, or any Grantee Party.
13. Mechanic's Liens. If, as a result of or in connection with the activities of the
Grantee Parties, any lien or claim for lien is filed against the TCE Property or any other property
of Grantor, Grantee shall immediately give notice to Grantor thereof and cause such lien or claim
for lien to be released of record within thirty (30) days after Grantee's receipt of notice of such
lien.
1560.029\87449.2
15. Grantee shall cause any user of the TCE to clean public rights-of-way and
easements used by Grantee in connection with the Work as reasonably necessary based on such
user's activities. Grantee shall remove trash from the TCE Property and the rights-of-way
described in the preceding sentence daily.
16. Grantee shall not bury any trash or waste material of any kind on the TCE Property.
17. All notices required or permitted hereby shall be in writing and become effective
after being deposited in the U.S. Mail, certified or registered with appropriate postage prepaid or,
if delivered by some other manner, when actually received. Notices to the parties shall be
addressed as follows:
To Grantor: [insert name and address]
With a copy to: [insert name and address]
To Grantee: City of Denton
215 East McKinney Street
Denton, Texas 76201
Attn: City Manager's Office
With a copy to: City of Denton
216 West Mulberry Street
Denton, Texas 76201
Attn: Real Estate Office
From time to time a party may designate a new address for the purpose of receiving notices
hereunder by giving notice of its new address to the other party in the manner provided above.
18. Survival. The obligations of Grantee set forth herein shall survive any termination
of this Agreement.
19. Counterparts. This Agreement may be executed by facsimile, electronic mail, or
otherwise in multiple counterparts, each of which will, or all purposes, be deemed an original, but
which together will constitute one and the same instrument.
[ADD SIGNATURE PAGES]
1560.029\87449.2
EXHIBIT "A"
TCE PROPERTY
[see following pages]
1560.029\87449.2
EXHIBIT "B"
CLARIFICATION AND UNDERSTANDING OF THE TERMS AND CONDITIONS
FOR TEMPORARY CONSTRUCTION EASEMENTS
In addition to the terms and conditions contained in the Temporary Construction Easement
Agreement, the following conditions shall apply:
1. Any gates accessed by the contractor shall be kept closed at all times, except when
passing through same, and locked whenever the contractor is not on-site. Grantee is responsible
for repairing and restoring all siltation, erosion, drainage, and other effects its operations may cause
to offsite streets, rights of way, park areas, association property, and common areas.
2. Erosion control silt fence (or other approved silt control material) is required along
the length of any construction areas, as well as in all channels, swales, or other low areas.
3. All vegetated and grassed areas damaged or disturbed by construction of the Proj ect
or by any Grantee Pariy's use of the TCE Property shall be restored as close as reasonably practical
to pre-construction condition, including any irrigation, landscaping, or other improvements in
adjacent open space area. Landscape and grasses must be established immediately upon
completion of construction operations. In areas where grasses are Coastal Bermuda ("Coastal"),
the grass must be reestablished by "plugging" and not by broadcast seeding. If weather conditions
warrant, a winter rye mix approved by Grantor may be planted in lieu of the Coastal, with the
Coastal being properly planted in the following spring (this requires that the winter rye by killed
by use of a herbicide approved by Grantor, the ground stripped and plowed, and the Coastal being
plugged and irrigated until such time that 70% coverage has been established).
4. Any existing fences damaged or removed for construction shall be replaced with
comparable material reasonably acceptable to Grantor.
5. Temporary fences in grazing pastures shall be 5-strand barbed wire on steel T-posts
spaced at 8' centers. Any modifications to the fencing requirements must be agreed to in writing
by the Grantor.
6. Any gates or cattle guards damaged by construction shall be repaired or replaced,
including all damaged materials, painting, and any other work required to return the gate or cattle
guard to pre-construction condition.
7. All trash and debris shall be collected and disposed of on a daily basis.
8. Grantee shall provide contact information (24 hours a day/7 days a week) for field
supervisors and office personnel who can be contacted should any problems arise on the
construction site.
9. Grantor Contact Information: [insert]
1560.029\87449.2
EXHIBIT E-2 - FORM OF PERMANENT EASEMENT ADDENDUM
ADDENDUM TO PERMANENT EASEMENT
This Addendum to the foregoing Easement (the "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 f�-om Grantee), one or more roads, driveways,
alleys, and to construct underground utilities across, over, and under the Property; and
(b) to landscape the Property.
Grantor and any future owner of the fee title to the Property shall locate any such fences, roads,
alleys, or utilities crossing Grantee's facilities within the Property at an angle of approximately 90
degrees; provided, however, the crossing angle of such improvements with the facilities may be
reduced to no less than 60 degrees to the extent such reduction is deemed appropriate or desirable
by Grantor or such future owners of the Property in their reasonable discretion, but in no event
shall such fences, roads, alleys, or utilities cross the facilities within the Property at less than a 60
degree angle without the prior consent of Grantee. The horizontal and vertical location of all
fences, roads, alleys, or utilities or landscaping improvements within the Property shall be subject
to reasonable minimum horizontal and vertical clearance requirements of the Grantee. The right
of Grantor and any future owners of the Property to landscape the surface of the Property as set
forth above shall not give Grantor and any future owners of the Property the right to place
hardscape (such as fountains, walls, and retaining walls) on the surface of the Property without the
prior written consent of Grantee so long as the construction of such hardscape does not require a
building permit. In the event the construction of such hardscape does require a building permit,
Grantor and any future owners must obtain from Grantee written consent of the construction.
Further, Grantor, at its expense, shall have the right to relocate any facilities installed pursuant to
this Easement provided that the level of service provided by such facilities at the new location will
not be impaired or disrupted in any respect either in the process of such relocation or after the
completion thereof and further provided that the new location is compatible with the then-existing
adjacent infrastructure of Grantee.
3. Grantee shall repair any damage to improvements on the Property or surrounding property
and restore the surface of the Property and surrounding property from damage resulting from
Grantee's use of the Property.
1560.026\87618.3
4. The Grantee shall not use the Properly, 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 pariy may designate a new address for the purpose of receiving notices
hereunder by giving notice of its new address to the other party in the manner provided above.
7. This grant of Easement shall automatically terminate and revert to Grantor or its successors
in interest upon abandonment by Grantee.
8. This Easement and Addendum to be effective as of the date first set forth in the Easement.
9. In the event of a conflict between this Addendum and the Easement, the provisions of this
Addendum shall control.
1560.026\876183
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EXHIBIT F - DEVELOPER CERTIFICATION
EXHISIT F
DEVELOPER 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: Developer Certification
To whom it may concern:
Pursuant to the Project Agreement (the "Project Agreement") dated as of _,
, 2020, between (the "Owner") and the City of Denton, Texas,
a Texas Home Rule municipality (the "C�") and the requirements of the City and Hunter Ranch
Improvement District No. 1 of Denton County (the "District"), the [Developer] makes the
following certifications with respect to the real properiy that the [Developer] owns as a condition
precedent to the District issuing bonds to reimburse the [Developer] for funds advanced for the
Improvement Projects for which the District bonds are issued:
1. Compliance with MPC Zonin�. Development and use of the Property complies with the
applicable zoning regulations, including the Master Planned Community zoning overlay district.
2. Parks, Open Space and Trails. The [Developer] [Owner] [District] dedicated the Park land
and constructed the applicable Park Improvements required by the Project Agreement which
Park land and Park Improvements are maintained by the [Owner][District].
3. Infrastructure.
infrastructure required
Agreement.
The [Developer] [Owner] [District] constructed and dedicated public
to serve development of the Property as required by the Project
4. Municipal Facilities. The [Developer] [Owner] [District] dedicated the land and
contributed funds towards the construction of capital improvements as required by the Project
Agreement.
5. Affordable Housin�. The [Developer] [Owner] [District] contributed funds towards the
affordable housing as required by the Project Agreement.
Any and all information provided by the [Developer], contained in this certification, to
the best knowledge of the undersigned, is true and correct, as of [insert date].
E�ibit F - Page 1
1560.029\87880.3
[Developer Signature Block]
STATE OF TEXAS §
§
COUNTY OF §
This instrument was acknowledged before me on , 2020 by ,
, the of on behalf of said
Notary Public, State of Texas
E�iibit F - Page 2
1560.029\878803
EXHIBIT G
JOINDER AGREEMENT
THIS JOINDER AGREEMENT (the "Joinder"), dated as of , 20_, is
executed by and between (the "Original Developer") and (the "New
Develo�er"), in connection with that certain Project Agreement (the "Project A�reement") entered
into between the City of Denton, Texas (the "C�"), and the Original Developer, dated effective
as of Apri17, 2020. Capitalized terms used herein shall have the definitions provided in the Proj ect
Agreement.
WHEREAS, before the New Developer may exercise any rights under the Project
Agreement, the New Developer must enter into a joinder to the Project Agreement or a separate
project agreement with the City; and
WHEREAS, the new Developer desires to enter into and execute this Joinder in order to
become a party to the Project Agreement with respect to area it owns within the Ranch
Improvement District No. 1 of Denton County (the "District").
NOW THEREFORE, the Original Developer and the New Developer agree as follows:
1. Attached hereto as E�iibit "A" is a true, correct, and complete copy of the Project
Agreement. The terms and provisions of the Project Agreement are incorporated herein for all
purposes.
2. The New Developer hereby acknowledges, agrees, and confirms that, by its
execution of this Joinder, the New Developer shall be deemed to be a"Party" to the Project
Agreement, but only with respect to the portion of the District that it owns, and shall have all of
the rights and obligations of the Original Developer thereunder with respect to the portion of the
District that it owns, as if it had originally executed Project Agreement. The New Developer
hereby ratifies, as of the date hereof, and agrees to be bound by, all of the applicable terms,
provisions and conditions contained in the Project Agreement with respect to the portion of the
District that it owns, to the same effect as if it were an original party thereto. From and after the
date hereof, the Original Developer shall be released from subsequently performing any such
obligations under the Project Agreement with respect to the portion of the District owned by the
New Developer and from any liability that results from the New Developer's failure to perform
such obligations.
3. Attached hereto as Exhibit "B" is a description of the portion of the Improvement
Projects (as defined in the Project Agreement) and other public infrastructure that the New
Developer will cause the District to construct and finance, and the division of obligations regarding
(i) the dedication of Parks, (ii) the conveyance of land for municipal facilities, (iii) the contribution
of funds for costs of capital improvements and land costs for municipal facilities, and (iv) the
contribution of funds for the City's affordable housing program. From and after the date hereof,
the Original Developer shall be released from subsequently performing any such obligations under
the Project Agreement with respect to the portion of the District owned by the New Developer and
1
1560.029\84387.9
from any liability that results from the New Developer's failure to perforxn such obligations. The
maximum aggregate amount the District may reimburse the New Developer as described in
Sections 5.01(a) and 5.08 of the Operating Agreement is $ , and such maximum
aggregate amount applicable to the Original Developer is reduced by such amount.
4. The New Developer agrees to provide a copy of this Joinder to the City within 30
days for its execution by all parties.
5. The Parties intend that the City and the District, but no other parties, be third party
beneficiaries of this Joinder.
6. This Joinder may be executed in two or more counterparts, each of which shall
constitute an original but all of which when taken together shall constitute one agreement.
7. This Joinder shall be governed by and construed and interpreted in accordance with
the laws of the State of Texas, and exclusive venue shall lie in Denton County, Texas.
IN WITNESS WHEREOF, each party has caused this Joinder to be duly executed by its
authorized officer as of the day and year frst above written.
[SIGNATURE PAGE TO FOLLOW]
2
1560.029\84387.9
ORIGINAL DEVELOPER
By:
Name: •
Title:
Address:
Fax:
Phone:
Email:
NEW DEVELOPER
By:
Name: :
Title:
Address:
Fax:
Phone:
Email:
1560.029\84387.9
Exhibit A
Proiect Agreement
Exhibit A — Page 1
1560.029\84387.9
Eghibit B
Description of the Portion of the Imurovement Proiects to be Constructed and Financed
and Division of Obligations
E�ibit B — Page 1
1560.029\84387.9