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2008-261sAour documents\ordinances\08\jnc settlement ordinance.doc ORDINANCE NO.2&W-241,_ I AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A COMPROMISE SETTLEMENT AGREEMENT BETWEEN PLAINTIFFS JNC PARTNERS DENTON, LLC, WHITE CAKE DENTON, L.P., JOHN LAU, AND CAMPBELL ROAD HOLDING COMPANY AND THE CITY OF DENTON; AUTHORIZING THE CITY MANAGER AND THE CITY'S ATTORNEYS TO ACT ON THE CITY'S BEHALF IN EXECUTING ANY AND ALL DOCUMENTS, AND TO TAKE OTHER ACTIONS NECESSARY TO FINALIZE THE SETTLEMENT; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council hereby approves the Compromise Settlement Agreement and Mutual Release of Claims between the City of Denton and Plaintiffs JNC Partners Denton, LLC, White Cake Denton, L.P., John Lau, and Campbell Road Holding Company, substantially in the form of the attached Compromise Settlement Agreement. SECTION 2. The Compromise Settlement Agreement is hereby approved. The City Manager, or his designee, and the City's Attorneys are hereby authorized to act on the City's behalf in approving and executing any and all documents, and to take other actions necessary, to finalize the settlement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. c~ PASSED AND APPROVED this the ,2/✓ day of , 2008. MARK A. Ulh?cROS, YOR Page 1 s:\our documents\ordinances\08\jnc settlement ordinance.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY Page 2 BY: APPR ED AS LEGAL FORM: COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS THIS COMPROMISE SETTLEMENT AGREEMENT AND MUTUAL RELEASE OF CLAIMS (the "Agreement") is executed by JNC Partners Denton, LLC, White Cake Denton, L.P., John Lau, and /Campbell Road Holding Company, and the City of Denton, Texas to be effective Q UQ'21, 2008 (the "Effective Date"). ARTICLE I 1.1 The City of Denton, Texas ("Denton" or the "City") is a home rule municipal corporation organized under the laws of the State of Texas. 1.2 JNC Partners Denton, LLC, a Texas limited liability company ("JNC"), is the owner of certain real property located in the City's corporate limits and more particularly described on Exhibit A (the "Craver Ranch Property") 1.3 -JNC is the owner of certain real property located in the City's extraterritorial jurisdiction ("ETJ") and more particularly described on Exhibit B (the "Davis Property"). 1.4 White Cake Denton, L.P., a Texas limited partnership ("White Cake"), is the owner of certain real property located in the City's ETJ and more particularly described on Exhibit C (the "'White Cake Property") 1.5 John Lau ("Lau") is the owner of certain real property located in the City's ETJ and more particularly described on Exhibit D (the "Lau Property"). 1.6 . Campbell Road Holding Company, a Texas corporation ("Campbell Road"), is the owner of certain real property located in the City's ETJ and more particularly described on Exhibit E (the "'Campbell Road Property"). 1.7 The Craver Ranch Property, Davis Property, White Cake Property, Lau Property, and Campbell Road Property are collectively referred to herein as the "Property." Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 1.8 The Davis Property, White Cake Property, Lau Property, and Campbell Road Property, all of which are located in the City's ETJ, are collectively referred to herein as the "ETJ Property." 1.9 JNC, White Cake, Lau, Campbell Road, and the City are individually referred to herein as a `'Party" or an "'Owner" and collectively as the "Parties" or the "'Owners." 1.10 The Bolivar Water Supply Corporation ("Bolivar") holds a certificate of convenience and necessity issued by the Texas Commission on Environmental Quality (the "TCEQ") (a "CCN" and the "Bolivar CCN") granting to Bolivar the right to be the retail provider of water service to all of the Craver Ranch Property, all of the Davis Property, and a portion of the White Cake Property (the "Bolivar CCN Area"). The Bolivar CCN Area does not include any other portions of the Property. l:ll Bolivar, White Cake, and JNC have entered into that certain Conditional Service Area Release Agreement attached as Exhibit F (the "CCN Release Agreement") 1.12 The CCN Release Agreement provides for Bolivar's release of the Bolivar CCN Area upon the request of JNC or White Cake, subject to the terms and conditions of the CCN Release Agreement including, but not limited to, the payment to Bolivar of a "per-acre consideration" equal to $3,000 per gross acre. 1.13 The per-acre consideration payable to Bolivar for the release of its CCN was determined by Bolivar, and the City, which is not a party to the CCN Release Agreement, takes no position on the validity of the per-acre consideration or the validity of any other term or condition of the CCN Release Agreement. 1.14 The City holds a CCN issued by the TCEQ granting the City the right to be the retail provider of water service for a portion of the Property. 1.15 A portion of the Property is within an area for which the TCEQ has not issued a CCN for retail water service. Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 1.16 The City holds a CCN issued by the TCEQ granting the City the right to be the retail provider of sewer service to the Property. 1.17 On July 6, 2005, JNC filed with Denton (the "JNC Filing") a request for consent to the creation of a municipal utility district, a fresh water supply district, and a water control and improvement district encompassing the Craver Ranch Property as authorized by Section 42.042 of the Texas Local Government Code. JNC contends that it has vested rights under Texas Local Government Code Chapters 43 and 245 to develop the Craver Ranch Property in accordance with the JNC Filing, as well as constitutional rights and statutory rights to create one or more municipal utility districts, fresh water supply districts, and water control improvement districts, including rights provided under Chapter 42 of the Texas Local Government Code and Chapters 49, 51, 53, and 54 of the Texas Water Code. Denton denies JNC's assertions and refused to consent to JNC's request for the creation of special districts. 1.18 On November 1, 2005, JNC filed with Denton a preliminary plat application seeking approval of a preliminary plat encompassing the Craver Ranch Property (the "Craver Ranch Plat"). On January 11, 2006, Denton's Planning and Zoning Commission (the "P&Z Commission") denied the Craver Ranch Plat for the reasons stated in the January 11, 2006 Denton staff report (the "Denial of the Craver Ranch Plat"). JNC contends that Denton's Denial of the Craver Ranch Plat deprives JNC of its statutory, common law, and constitutional rights. Denton denies JNC's assertions and denies all liability. 1.19 On December 2, 2005, JNC filed a lawsuit (the "Annexation Lawsuit") against the City in connection with the. City's pending annexation of the Craver Ranch Property. JNC asked the trial court to compel Denton to arbitrate under Section 43.052(1) of the Texas Local Government Code and also asked the trial court for a preliminary injunction to enjoin the annexation of the Craver Ranch Property pending the outcome of the arbitration. On March 23, 2006, the Fort Worth Court of Appeals affirmed the trial court's denial of JNC's request for a preliminary injunction. JNC filed a petition for review with the Texas Supreme Court, and on February 15, 2008, the Texas Supreme Court denied JNC's petition for review. On April 8, 2008, the Fort Worth Court of Appeals issued a Mandate confirming its March 23, 2006, decision is final. Page 3 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 12858 15-000 10 1.20 Beginning January 10, 2008, JNC and the City entered into a series of tolling agreements by which the parties tolled the statute of limitations, with respect to the City's Denial of the Craver Ranch Plat and other disputes as set out in the tolling agreements. 1.21 On May 1, 2006, White Cake filed the following with Denton (collectively, the `'White Cake Filing"): (a) a request for consent to the creation of a municipal utility district, a fresh water supply district, and a water control and improvement district encompassing the White Cake Property, as authorized by Section 42.042 of the Texas Local Government Code; and (b) a plan for development for the White Cake Property, as authorized by Section 245.002 of the Texas Local Government Code, to provide Denton with fair notice of its plan for development. White Cake contends that it has vested rights under Texas Local Government Code Chapters 43 and 245 to develop the White Cake Property in accordance with the White Cake Filing, as well as constitutional rights and statutory rights to create one or more municipal utility districts, fresh water supply districts, and water control improvement districts, including rights provided under Chapter 42 of the Texas Local Government Code and Chapters 49, 51, 53, and 54 of the Texas Water Code. Denton denies White Cake's assertions, and on May 16, 2006, the City approved Ordinance No. 2006-147 denying White Cake's request for the creation of special districts and rejecting and denying Exhibits B and C of the White Cake Filing. 1.22 On May 1, 2006, JNC filed the following with Denton (collectively, the "Davis Filing"): (a) a request for consent to the creation of a municipal utility district, a fresh water supply district, and a water control and improvement district encompassing the Davis Property, as authorized by Section 42.042 of the Texas Local Government Code; and (b) a plan for development for the Davis Property, as authorized by Section 245.002 of the Texas Local Government Code, to provide Denton with fair notice of its plan for development. JNC contends that it has vested rights under Texas Local Government Code Chapters 43 and 245 to develop the Davis Property in accordance with the Davis Filing, as well as constitutional rights and statutory rights to create one or more municipal utility districts, fresh water supply districts, and water control improvement districts, including rights provided under Chapter 42 of the Texas Local Government Code and Chapters 49, 51, 53, and 54 of the Texas Water Code. Denton denies JNC's assertions. and on Mav 16. 2006. the City Page 4 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 approved Ordinance No. 2006-146 denying JNC's request for the creation of special districts and rejecting and denying Exhibits B and C of the Davis Filing. 1.23 On February 16, 2008, the Owners filed with Denton the plan for development for the Property (the "2008 Plan for Development") as authorized by Section 245.002 of the Texas Local Government Code. The Owners contend that they have statutory; common law, and constitutional rights to develop the Property in accordance with the 2008 Plan for Development, including, but not limited to, vested rights under Texas Local Government Code Chapters 43 and 245. Denton denies the Owners' assertions. 1.24 By letter of February 28, 2008, the City rejected Owners' 2008 Plan for Development, replying that the City had no application for a permit under which such plan could be considered and providing Owners with a list of requirements which must be followed in order to perfect an application for development. 1.25 On February 18, 2008, the City adopted Ordinance No. 2008-0032 (the "Annexation Ordinance") annexing the Craver Ranch Property into the City's corporate limits. JNC contends that the annexation of the Craver Ranch Property deprives JNC of its statutory rights. Denton denies JNC's assertions. 1.26 On February 18, 2008, in connection with the City's annexation of the Craver Ranch Property, the City adopted the annexation service plan attached as Exhibit B to the Annexation Ordinance. JNC contends that adoption and implementation of such service plan deprives JNC of its statutory, common law, and constitutional rights. Denton denies JNC's contentions. 117 The claims of the Parties described above are in dispute, and the Parties desire to settle such dispute by compromise to avoid the uncertainties,. inconvenience, and expense of further litigation. With respect to the Property, and without limiting the effect of this Agreement on the settlement of any disputes described herein, the Parties intend for this Agreement to include a plan for development of the Property filed with the City as provided for by Section 245.002(a)(2) of the Texas Local Government Code, subject, however, to the limitations of this Agreement. With respect to the ETJ Property, and without limiting the Page 5 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 effect of this Agreement on the settlement of any disputes described herein, the Parties intend for this Agreement to be a development agreement as provided for by Section 212.172 of the Texas Local Government Code. With respect to the ETJ Property, and without limiting the effect of this Agreement on the settlement of any disputes described herein, the Parties intend for this Agreement to satisfy the conditions in Texas Local Government Code Sections 43.002(a)(2) and 43.002(b), subject, however, to the limitations of this Agreement. ARTICLE II For and in consideration of the recitals set forth in Article I above and the covenants hereinafter contained, the adequacy and sufficiency of which are admitted, the City and the Owners hereby settle and compromise the above-described disputes concerning the Property as set forth in this Agreement. Unless otherwise specified, all uses of the term "'Section" in this Agreement shall mean and refer to sections of this Agreement, and all uses of the term "Exhibit" in this Agreement shall mean and refer to exhibits attached to and made a part of this Agreement. 2.1 JNC Withdrawal of Plans and Applications Related to Craver Ranch Property. Upon satisfaction of the conditions set forth in 2.23, JNC agrees that the JNC Filing, Craver Ranch Plat, and the 2008 Plan for Development (to the extent the plan applies to the Craver. Ranch Property) shall be deemed withdrawn and of no further force and effect and shall not be the basis for any claim by JNC of rights under Chapters 43 or 245, Texas Local Government Code, or under any other provision of State law. The City acknowledges, however, that JNC has the rights described and conditioned-in Section 1.27 and the right to develop the Craver Ranch Property as described in Sections 2.1(a)(i) through 2.1(a)(iv), 2.1(b), 2.1(c), and 2.1(d), subject to design elements similar to those described in Section 2.1(e). (a) JNC will file or cause to be filed with the City within 15 months after annexation of the ETJ Property a complete application to rezone the Craver Page 6 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Ranch Property as part of a Master Planned Community ("MPC") zoning district for the Property as described in this Section 2.1(a). If JNC fails to make such filing, it shall be in default under this Agreement, but the City shall have the right and may elect to cure such default by making the filing. Alternatively, JNC's failure to timely file a complete application shall result in the suspension of the times within which the City is required to act under this agreement and the extension of the date for such actions by the time it takes JNC to cure the default. From and after such filing, JNC and the City shall use all reasonable efforts to cause the Denton City Council to consider and approve the proposed MPC rezoning of the Property on or before December 31, 2010. The MPC zoning district for the Property: (i) Shall allow two development alternatives (depending on the future location of the Denton County Loop) generally consistent (as to size and location of land-use areas) depicted on the Land Use Concept Plan Alternative A and Alternative B shown on Exhibit C (together hereinafter referred to as the "Proposed Concept Plan Alternatives");. (ii) Shall allow arterial roads generally consistent with the locations depicted on the Proposed Concept Plan Alternatives; (iii) Shall allow minimum densities for each of the residential land use areas depicted on the Proposed Concept Plan Alternatives as follows: 3.0 units per gross acre for single-family areas; 14 units per gross acre for townhome areas; and 24 units per gross acre for multi-family areas; which densities: (1) shall be subject to reductions due to ordinary and customary engineering constraints resulting from the application of the City's Page 7 Final Agreement -Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 subdivision and development regulations, as amended, including the availability. of water service, wastewater service, storm water drainage improvements, and traffic improvements; (2) shall be applied separately to each land use area (which areas are delineated on the Proposed Concept Plan Alternatives); and (3) if not achievable for a land use area for any of the foregoing reasons, may not be transferred to any other land use area without the consent of the Denton City Council; (iv) Shall include the land use regulations set forth on Exhibit H; (v) May include other provisions so long as such provisions do not materially conflict with the development rights described in Sections 2.1(a)(i) through 2.1(a)(iv); (vi) Shall comply with Sections 2.1(e) and 2.1(0; and (vii) May be implemented through detailed site-planning requirements set forth in the MPC zoning district. (b) Until the Craver Ranch Property is rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a), development of the Craver Ranch Property shall continue to be governed by the "General Regulations" for RD-5 zoning as described and authorized by Sections 35.5.1.3 and 35.16.8 of the Denton Development Code, as amended. If the Craver Ranch Property is not rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a) by December 31, 2010, then beginning January 1, 2011 until such rezoning is approved, development of the Craver Ranch Property shall be governed by the land use provisions and regulations described in Sections 2.1(a)(i) through 2.1(a)(iv), Page 8 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 subject to design elements similar to those described in Section 2.1(e), and to the extent not materially in conflict with such provisions and regulations, the provisions of the City's subdivision and development regulations, as amended. (c) The rights described in this Section 2.1 shall continue for a period of five years after final approval of the MPC zoning district for the Property. The termination of rights after the expiration of such five-year period only affects the rights described in Section 2.1 and does not affect any claims by future owners or developers of the Craver Ranch Property of rights to which they become entitled. (d) If, notwithstanding written objections from the owner of the Craver Ranch Property describing the conflicts, the City Council approves an MPC zoning district for the Property that materially conflicts with the rights described in Section 2.1 (which rezoning shall constitute a Default by the City under this Agreement to which the notice and cure periods of this Agreement shall not apply) then, for the Term (as defined in Section 2.39) or until the conflicts are cured or eliminated, the Craver Ranch Property may be developed in accordance with the rights described in Section 2.1 and in accordance with the remaining provisions of the approved MPC zoning district to the extent not in conflict with such rights. (e) The MPC zoning district application for the Property described in Section 2.1(a) shall include all documents required by the MPC zoning district regulations, Section 35.7.12 of the Denton Development Code. To achieve the quality intended by the MPC zoning district regulations, the application shall include design elements similar to the following, all of which elements shall be considered requirements in effect as of the Effective Date and none of which shall Page 9 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 be considered to be materially in conflict with the land use provisions and regulations described in Sections 2.1(a)(i) through 2.1(a)(iv) or with the Proposed Concept Plan Alternatives: (i) provisions that integrate the phased development of the Property as a master-planned, mixed-use community consistent with the Proposed Concept Plan Alternatives, including linkage among residential neighborhoods and between residential neighborhoods and employment centers, if any, using open space, natural areas, trail systems, and bike paths; (ii) provisions that assure quality residential neighborhoods such as recreational amenities, clustering, and "green" design principles; (iii) provisions that assure quality design and construction for residential and non-residential development, including landscaping, architectural features, and anti-monotony measures; (iv) provisions that meet or exceed the City's multi-family housing standards; (v) provisions that meet or exceed the City's environmental protection standards; (vi) provisions for a variety of housing choices; (vii) a site plan for the town center, identifying land uses (but not building locations or building footprints), typical elevations, design elements, and the integration of retail and higher density residential uses; and Page 10 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 (viii) a thoroughfare plan showing how the Property will be adequately served by on- and off-site roadways for each Proposed Concept Plan'Alternative. (f) The MPC zoning district application for the Property shall include a proposed master utility plan that describes how the Property will be served by water and sewer utilities consistent with the City's water and wastewater master plans including, but not limited to, the size and general location of facilities needed to serve the Property and the estimated timing of such facilities for each phase. 2.2 Craver Ranch Property Retail Water Service. The approval by the City of plats for the development of the Craver Ranch Property or portions thereof shall be subject to the requirements for retail water service described in Sections 2.13 and 2.14. 2.3 Davis Property Annexation and Development (a) Upon satisfaction of the conditions set forth in 2.23, this Agreement shall constitute the written petition of JNC to annex the Davis Property, and JNC, on its own behalf and on behalf of future owners of the Davis Property, shall be deemed to have consented to such annexation. JNC waives the public hearing requirements applicable to annexations under Chapter 43, Texas Local Government Code; it being the intent of JNC and the City that annexation of the Davis Property shall become effective as soon as reasonably possible after the Effective Date. (b) Until the Davis Property is annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a), development of the Davis Property shall be governed by the "General Regulations" for RD-5 zoning as . _ Page I 1 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v 10 1285815-00010 described and authorized by Sections 35.5.1.3 and 35.16.8 of the Denton Development Code, as amended. If the Davis Property is not annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a) by December 31, 2010, then beginning January 1, 2011, until such annexation and rezoning are approved, development of the Davis Property shall be governed by the land- use provisions and regulations described in Sections 2.1(a)(i) through 2.1(a)(iv), including design elements similar to. those described in Section 2.1(e), and to the extent not materially in conflict with such provisions and regulations, the provisions of the City's subdivision and development regulations, as amended. (c) Development of the Davis Property while in the ETJ of the City shall be subject to the same ordinances that apply within the corporate limits with respect to the issuance of building permits and certificates of occupancy or other evidence of completion authorizing occupancy. 2.4 JNC Withdrawal of Plans and Applications Related to Davis Property. Upon satisfaction of the conditions set forth in Section 2.23, JNC agrees that the Davis Filing and the 2008 Plan for Development (to the extent the plan applies to the Davis Property) shall be deemed withdrawn and of no further force and effect and shall not be the basis for any claim by JNC of rights under Chapters 43 or 245, Texas Local Government Code, or under any other provision of State law. The City acknowledges, however, that JNC has the rights described and conditioned in Section 1.27 and the right to develop the Davis Property as described in Sections 2.1(a)(i) through 2.1(a)(iv), 2.3(b), 2.4(b) and 2.4(c), subject to design elements similar to those described in Section 2.1(e). Page 12 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 (a) JNC will file or cause to be filed with the City within 15. months after annexation of the ETJ Property a complete application to rezone the Davis Property as part of an MPC zoning district for the Property as described in Section 2.1(a). If JNC fails to make such filing, it shall be in default under this Agreement, but the City shall have the right and may elect to cure such default by making the filing. Alternatively, JNC's failure to timely file a complete application shall result in the suspension of the times within which the City is required to act under this agreement.and the extension of the date for such actions by the time it takes JNC to cure the default. From and after such filing, JNC and the City shall use all reasonable efforts to cause the Denton City Council to consider and approve the proposed MPC rezoning of the Property on or before December 31, 2010. (b) The rights described-in Section 2.4 shall continue for a period of five years.after final approval of the MPC zoning district for the Property. The termination of rights after the expiration of such five-year period only affects the rights described in Section 2.4 and does not affect any claims by future owners or developers of the Davis Property of rights to which they become entitled. (c) If, notwithstanding written objections from the owner of the Davis Property describing the conflicts, the City Council approves an MPC zoning district' for the Property that materially conflicts with the rights described in Section 2.4 (which rezoning shall constitute a Default by the City under this Agreement to which the notice and cure periods of this Agreement shall not apply), then, for the Term (as defined in Section 2.39) or until the conflicts are cured or eliminated, the Davis Property may be developed in accordance with the rights described in . Page 13 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 Section 2.4 and in accordance with the remaining provisions of the approved MPC zoning district to the extent not in conflict with such rights. 2.5 Davis Property Retail Water Service. The approval by the City of plats for the development of the Davis Property or portions thereof shall be subject to the requirements for retail water service described in Sections 2.13 and 2.14. 2.6 White Cake Property Annexation and Development (a) Upon satisfaction of the conditions set forth in Section 2.23, this Agreement shall constitute the written petition of White Cake to annex the White Cake Property, and White Cake, on its own behalf and on behalf of future owners of the White Cake Property, shall be deemed to have consented to such annexation. White Cake waives the public hearing requirements applicable to annexations under Chapter 43, Texas Local Government Code; it being the intent of White Cake and the City that annexation of the White Cake Property shall become effective as soon as reasonably possible after the Effective Date. (b) Until the White Cake Property is annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a), development of the White Cake Property shall be governed by the "General Regulations" for RD-5 zoning as described and authorized by Sections 35.5.1.3 and 35.16.8 of the Denton Development Code, as amended. If the White Cake Property is not annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1 (a) by December 31, 2010, then beginning January 1, 2011, until such annexation and rezoning are approved, development of the White Cake Property shall be governed by the land use provisions and regulations described in Sections Page 14 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 2.1(a)(i) through 2.1(a)(iv), including design elements similar to those described in Section 2.1(6) and, to the extent not materially in conflict with such provisions and regulations, the provisions of the City's subdivision and development regulations, as amended. (c) Development of the White Cake Property while in the ETJ of the City shall be subject to the same ordinances that apply within the corporate limits with respect to the issuance of building permits and certificates of occupancy or other evidence of completion authorizing occupancy. 2.7 White Cake Withdrawal of Plans and Applications Related to White Cake Property. Upon satisfaction of the conditions set forth in Section 2.23, White Cake agrees that the White Cake Filing and the 2008 Plan for Development (to the extent the plan applies to the White Cake Property) shall be deemed withdrawn and of no further force and effect and shall not be the basis for any claim by White Cake of rights under Chapters 43 or 245, Texas Local Government Code, or under any other provision of State law. The City acknowledges, however, that White Cake has the rights described and conditioned in Section 1.27 and the right to develop the White Cake Property as described in Sections 2.1(a)(i) through 2.1(a)(iv), 2.6(b), 23(b), and 23(c), subject to design elements similar to those described in Section 2.1(e). (a) White Cake will file or cause to be filed with the City within 15 months after annexation of the ETJ Property a complete application to rezone the White Cake Property as part of an MPC zoning district for the Property as described in Section 2.1(a). If White Cake fails to make such filing, it shall be in default Page 15 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 under this Agreement, but the City shall have the right and may elect to cure such default by making the filing. Alternatively, White Cake's failure to timely file a complete application shall result in the suspension of the times within which the. City is required to act under this agreement and the extension of the date for such actions by the time it takes JNC to cure the default. From and after such filing, White Cake and the City shall use all reasonable efforts to cause the Denton City Council to consider and approve the proposed MPC rezoning of the Property on or before December 31, 2010. (b) The rights described in Section 2.7 shall continue for a period of five years after final approval of the MPC zoning district for the Property. The termination of rights after the expiration of such five-year period only affects the rights described in Section 2.7 and does not affect any claims by future owners or developers of the White Cake Property of rights to which they become entitled. (c) . If, notwithstanding written objections from the owner of the White Cake Property describing the conflicts, the City Council of the City approves an MPC zoning district for the Property that materially conflicts with the rights described in Section 2.7 (which rezoning shall constitute a Default by the City under this Agreement to which the notice and cure periods of this Agreement shall not apply) then, for the Term (as defined in Section 2.39) or until the conflicts are cured or eliminated, the White Cake Property may be developed in accordance with the rights described in Section 2.7 and in accordance with the remaining provisions of the approved MPC zoning district to the extent not inconsistent with such rights. 2.8 White Cake Property Retail Water Service. The approval by the City of plats Page 16 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 for the development of the portion of the White Cake Property located within the Bolivar CCN Area shall be subject to the requirements for retail water service described in Sections 2.13 and 2.14. 2.9 Lau Property Annexation and Development. (a) Upon satisfaction of the conditions set forth in Section 2.23, this Agreement shall constitute the written petition of Lau to annex the Lau Property, and Lau, on its own behalf and on behalf of future owners of the Lau Property, shall be deemed to have consented to such annexation. Lau waives the public hearing requirements applicable to annexations under Chapter 43, Texas Local Government Code; it being the intent of Lau and the City that annexation of the Lau Property shall become effective as soon as reasonably possible after the Effective Date. (b) Until the Lau Property is annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a), development of the Lau Property shall be governed by the "General Regulations" for RD-5 zoning as described and authorized by Sections 35.5.1.3 and 35.16:8 of the Denton Development Code, as amended. If the Lau Property is not annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a) by December 31, 2010, then beginning January 1, 2011, until such annexation and rezoning are approved, development of the Lau Property shall be governed by the land use provisions and regulations described in Sections 2.1(a)(i) through 2.1(a)(iv), including design elements similar to those described in Section 2.1(e) and, to the extent not materially in conflict with such provisions and regulations, the provisions of the City's subdivision and development regulations, as amended. Page 17 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 (c) Development of the Lau Property while in the ETJ of the City shall be subject to the same ordinances that apply within the corporate limits with respect to the issuance of building permits and certificates of occupancy or other evidence of completion authorizing occupancy. 2.10 Lau Withdrawal of Plans and Applications Related to Lau Property. Upon satisfaction of the conditions set forth in Section 2.23, Lau agrees that the 2008 Plan for Development (to the extent the plan applies to the Lau Property) shall be deemed withdrawn and of no further force and effect and shall not be the basis for any claim by Lau of rights under Chapters 43 or 245, Texas Local Government Code, or under any other provision of State law. The City acknowledges, however, that Lau has the rights described and conditioned in Section 1.27 and the right to develop the Lau Property as described in Sections 2.1(a)(i) through 2.1(a)(iv), 2.9(b), 2.10(b), and 2.10(c), subject to design elements similar to those described in Section 2.1(e). (a) Lau will file or cause to be filed with the City within 15 months after annexation of the ETJ Property a complete application to rezone the Lau Property as part of an MPC zoning district for the Property as described in Section 2.1(a). If Lau fails to make such filing, it shall be in default under this Agreement, but the City shall have the right and may elect to cure such default by making the filing. Alternatively, Lau's failure to timely file a complete application shall result in the suspension of the times within which the City is required to act under this agreement and the extension of the date for such actions by the time it takes JNC to cure the default. From and after such filing, Lau and the . City shall use all- Page 18 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 reasonable efforts to cause the Denton City Council to consider and approve the proposed MPC rezoning of the Property on or before December 31, 2010. (b) The rights described in Section 2.10 shall continue for a period of five years after final approval of the MPC zoning district for the Property. The . termination of rights after the expiration of such five-year period only affects the rights described in Section 2.10 and does not affect any claims by future owners or developers of the Lau Property of rights to which they become entitled. If, notwithstanding written objections from the owner of the Lau Property describing the conflicts, the City Council of the City approves an MPC zoning district for the Property that materially conflicts with the rights described Section 2.10 (which rezoning shall constitute a Default by the City under this Agreement to which the notice and cure periods of this Agreement shall not apply) then, for the Term (as defined in Section 2.39) or until the conflicts are cured or eliminated, the Lau Property may be developed in accordance with the rights described in Section 2.10 and in accordance with the remaining provisions of the approved MPC zoning district to the extent not inconsistent with such rights. 2.11 Campbell Road Property Annexation and Development. (a) Upon satisfaction of the conditions set forth in Section 2.23, this Agreement shall constitute the written petition of Campbell Road to annex the Campbell Road Property, and Campbell Road, on its own behalf and on behalf of future owners of the Campbell Road Property, shall be deemed to have consented to such annexation. Campbell Road waives the public hearing requirements applicable to annexations under Chapter 43, Texas Local Government Code; it Page 19 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 being the intent of Campbell Road and the City that annexation of the Campbell Road Property shall become effective as soon as reasonably possible after the Effective Date. (b). Until the Campbell Road Property is annexed and rezoned as part of an MPC zoning district for the Property as described in Section 2.1(a), development of the Campbell Road Property shall be governed by the "General Regulations" for RD-5 zoning as described and authorized by Sections 35.5.1.3 and 35.16.8 of the Denton Development Code, as amended. If the Campbell Road Property is not annexed and rezoned as part of an MPC zoning district by December 31, 2010, then beginning January 1, 2011, until such annexation and rezoning are approved, development of the Campbell Road Property shall be governed by the land use provisions and regulations described in Sections 2.1(a)(i) through 2.1(a)(iv), including design elements similar to those described in Section 2.1(e) and, to the extent not materially in conflict with such provisions and regulations, the provisions of the City's subdivision and development regulations, as amended. (c) Development of the Campbell Road Property while in the ETJ of the City shall be subject to the same ordinances that apply within the corporate limits with respect to the issuance of building permits and certificates of occupancy or other evidence of completion authorizing occupancy. (d) If the City annexes and zones the ETJ Property, except for the Campbell Road Property, in accordance with this Agreement, such partial annexation and zoning of the ETJ Property shall be deemed to satisfy all requirements for the City to annex and zone the ETJ Property. Page 20 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 2.12 Campbell Road Withdrawal of Plans and Applications Related to Campbell Road Property. Upon satisfaction of the conditions set forth in Section 2.23, Campbell Road agrees that the 2008 Plan for Development (to the extent the plan applies to the Campbell Road Property) shall be deemed withdrawn and of no further force and effect and shall not be the basis for any claim by Campbell Road of rights under Chapters 43 or 245, Texas Local Government Code, or under any other provision of State law. The City acknowledges, however, that Campbell Road has the rights described and conditioned in Section 1.27 and the right to develop the Campbell Road Property as described in Sections 2.1(a)(i) through 2.1(a)(iv), 2.11(b), 2.12(b), and 2.12(c), subject to design elements similar to those described in Section 2.1(e). (a) Campbell Road will file or cause to be filed with the City within. 15 months after annexation of the ETJ Property a complete application to rezone the Campbell Road Property as part of an MPC zoning district for the Property as described in Section 2.1(a). If Campbell Road fails to make such filing, it shall be in default under this Agreement, but the City shall have the right and may elect to . cure such default by making the filing. Alternatively, Campbell Road's failure to timely file a complete application shall result in the suspension of the times within which the City is required to act under this agreement and the extension of the date for such actions by the time it takes JNC to cure the default. From and after such filing, Campbell Road and the City shall use all reasonable efforts to cause the Denton City Council to consider and approve the proposed MPC rezoning of the Property on or before December 31, 2010. Page 21 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 (b) The rights described in Section 2.12 shall continue for a period of five years after final approval of an MPC zoning district for the Property. The termination of rights after the expiration of such five-year period only affects the rights described in Section 2.12 and does not affect any claims by future owners or developers of the Campbell Road Property of rights to which they become entitled. (c) If, notwithstanding written objections from the owner of the Campbell Road Property describing the conflicts, the City Council of the City approves an MPC zoning district for the Property that materially conflicts with the rights described Section 2.12 (which rezoning shall constitute a Default by the City under this Agreement to which the notice and cure periods of this Agreement shall not apply) then, for the Term (as defined in Section 2.39) or until the conflicts are cured or eliminated, the Campbell Road Property may be developed in accordance with the rights described in Section 2.12 and in accordance with the remaining provisions of the approved MPC zoning district to the extent not inconsistent with such rights. 2.13 Application by City to Provide Retail Water Service. (a) The City desires to obtain the right to provide retail water service to the Craver Ranch Property, Davis Property, and the portion of the White Cake Property located within the Bolivar CCN Area (collectively, the "CCN Property"), or portions thereof, as evidenced by a final, non-appealable order of the TCEQ or by the final, non-appealable judgment of a court having jurisdiction, or an executed agreement with Bolivar conferring such right upon the City (such right hereinafter referred to as the "CCN Property Water Right"). Page 22 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 (i) Within 120 days after the effective date of the annexation of the ETJ Property (the `'Annexation Date"), the City shall provide written notice to Bolivar regarding retail water utility service to the Bolivar CCN Area (the "Bolivar Notice"). A copy of the Bolivar Notice shall be provided to Owners concurrently with the provision of the notice to Bolivar. Thereafter, the City shall diligently pursue obtaining the CCN Property Water Right, which may include applications filed with the TCEQ (individually or collectively, the "City Application"), a copy of which shall be provided to Owners. If the City does not provide the Bolivar Notice within such 120-day period, the obligations of the Owners under Section 2.13(a) to deposit funds in the Escrow Account shall terminate, and the Owners may develop the CCN Property as described in Section 2.13(h). (ii) Within 30 days after a copy of the Bolivar Notice is given to Owners, Owners shall deposit a total of $50,000 with an independent escrow agent selected by the City (the "Escrow Agent") pursuant to an escrow agreement approved by Owners and the City (the "Escrow Account"). The escrow agreement shall authorize the City Manager, the City Attorney, or their designees to make a draft upon the Escrow Account in accordance with this Agreement. Upon the condition that the City deposits $50,000 into the Escrow Account within such 30-day period (thereby creating an initial balance of $100,000), the Escrow Account may be used by the City to pay reasonable and necessary costs and expenses, including without limitation attorneys' fees, to pursue the City Application or other means to obtain the CCN Property Page 23 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Water Right including, but not limited to, payment from the Escrow Account of escrow fees and reasonable and necessary costs and expenses to compensate the Rural Development, United States Department of Agriculture ("USDA"), to initiate or defend state and/or federal court litigation with USDA and/or Bolivar regarding the City Application or other means of obtaining the CCN Property Water Right, and to pay just and adequate compensation to Bolivar as finally determined by the TCEQ or by court order. The Escrow Agent is authorized to disburse funds from the Escrow Account for such purposes upon written notice from the City to the Escrow Agent and Owners certifying to the Escrow Agent and Owners that the requested disbursement is for such purposes and identifying the names and addresses of the third-party service providers to whom the checks should be made payable. (iii) If at any time the balance in the Escrow Account falls below $50,000 (based on written notice from the City), Owners will deposit an additional $25,000 into the Escrow Account within 30 days after Owners' receipt of such notice. Upon the condition that the City deposits $25,000 into the Escrow Account within such 30-day period, the Escrow Agent is authorized to continue making disbursements from the Escrow Account to the City for the purposes and in the manner described above. Notwithstanding the foregoing, and notwithstanding any other provision of this Agreement to the contrary, the maximum aggregate amount that Owners shall be obligated to deposit into the Escrow Account pursuant to this Agreement shall not exceed $150,000. Page 24 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 (iv) The City shall provide a quarterly written accounting to Owners (within 15 days after the end of each calendar quarter) describing, in reasonable detail, how funds disbursed from the Escrow Account to third- party service providers were used during in the preceding quarter. The accounting shall also include a list of checks issued by the Escrow Agent to third-party service providers, including the names and addresses of all payees. (v) If the City fails to make the $50,000 deposit required by Subsection (ii) above or fails to make any of the additional $25,000 deposits required by Subsection (iii) above, the obligations of Owners to make deposits in escrow under this Section 2.13(a) shall' terminate, the Owners shall be entitled to a refund of all unexpended deposits, and the Owners may develop the CCN Property as described in Section 2.13(h). (vi) Owners' failure to make the Escrow Account deposits required by Subsections 2.13(a)(ii) and 2.13(a)(iii) above shall constitute default under this Agreement and shall entitle the City, in addition to all other remedies provided in Section 2.41 of this Agreement, to reject any plat application not already filed with the City for CCN Property for which the City is seeking the CCN Property Water Right, and to withhold approval of any preliminary or final plat already filed with the City for any CCN Property for which the City is seeking the CCN Property Water Right until such default is cured, and Owners expressly waive'any right to assert time limitations imposed by statute or ordinance on plat processing and approval. Following such default, the City shall retain any funds previously deposited by Owners into the Escrow Page 25 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Account for authorized expenditures and shall be entitled to all non-expended funds in the event the Escrow Account is terminated in accordance with this Agreement. (b) If the City obtains the CCN Property Water Right., then the City will be the retail provider of water to the CCN Property or portion thereof to which the CCN Property Water Right applies, and Owners and developers will pre-pay and pay, respectively,. to the City (as provided in Subsections 2.13(b)(i) and 2.13(b)(ii) below) the "CCN Buyout Amount" equal to the lesser of: (A) $3,000 multiplied by the number of gross acres within the CCN Property or portion thereof for which the City obtains the CCN Property Water Right, reduced by all amounts deposited by Owners into the Escrow Account and used for the purposes permitted by this Agreement, reduced by Release Prices (as defined by the CCN Release Agreement), if any,. paid by Owners under the CCN Release Agreement, and reduced by all other costs and expenses paid or incurred by Owners and related to the City Application or other efforts of the City to obtain the CCN Property_Water Right (excluding, however, any costs or expenses attributable to Owners' employees. or otherwise characterized as Owners "overhead"); or (B) all amounts deposited by the City into the Escrow Account and used for the purposes permitted by this Agreement plus any amounts paid by the City to USDA (other than from the Escrow Account) in connection with obtaining USDA consent to or approval of the City's CCN Property Water Right, lLus any amounts paid by the City to Bolivar (other than from the Page 26 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 Escrow Account) as just and adequate compensation for the loss of Bolivar's right to be the retail provider of water to the CCN Property, plus all other costs and expenses paid or incurred by the City (other than from the Escrow Account) and related to _the City Application or other efforts of the City to obtain the CCN Property Water Right. (excluding, however, any costs or expenses attributable to City employees or otherwise characterized as City `.overhead)". (i) If the City obtains the CCN Property Water Right within five years after the Annexation Date, Owners will pre-pay the CCN Buyout Amount in installments as described below plus interest on the unpaid balance at the "Prime Rate" of interest in effect on the date the City obtains the CCN Property Water Right plus 100 basis points. "Prime Rate" means the rate of interest per annum quoted in the "Money Rates" section of the Wall Street Journal from time to time and designated as the "Prime Rate." (A) Owners shall make five annual pre-payments (each, an "Annual Pre-Payment") to the City beginning on the first anniversary of the date on which the City obtains the CCN Property Water Right and continuing on each anniversary for four years thereafter. Each Annual Pre-Payment shall equal one-fifth of the CCN Buyout Amount, plus interest as calculated above, up to a maximum Annual Pre- Payment of $150,000; and (B) As a condition of final plat approval for any portion of the CCN Property for which the City obtains the CCN Property Water Page 27 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 Right, each plat applicant shall pay to the City an amount (the "Plat Charge") equal to the number of gross acres in the plat multiplied by the "Per-Acre CCN Charge." The "Per-Acre CCN Charge" shall be calculated by dividing the CCN Buyout Amount by the number of gross acres within the CCN Property for which the City obtains the CCN Property Water Right. Plat Charges shall be reduced by the cumulative amount of Annual Pre-Payments made by Owners and, if applicable, by the amount of the accelerated payment made pursuant to Section 2.13(d)(i). (ii) If the City obtains the CCN Property Water Right after the fifth anniversary of the Annexation Date, the CCN Buyout Amount will be paid solely in the form of Plat Charges by each plat applicant as a condition to final plat approval. (c) If the City obtains the CCN 'Property Water Right within five years after the Annexation Date, Owners shall secure their obligation to make the Annual Pre-Payments by delivering to the City within 90 days after the date on which the City obtains the CCN Property_Water Right an irrevocable letter of credit in the initial amount of $750,000 or the CCN Buyout Amount, whichever is less, (decreasing as Annual Pre-Payments are made) and otherwise in form reasonably approved by the City and Owners, which letter of credit shall remain in effect until all Annual Pre-Payments have been made. Owners shall have the right, in lieu of delivering the letter of credit, to deposit into an escrow account cash in the initial amount of $750,000 or the CCN Buyout Amount, whichever is less, with Annual Pre- Page 28 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Payments to be made from such cash escrow account if not otherwise paid by Owners. (d) The failure of Owners to pay the Annual Pre-Payment pursuant to Section 2.13(b) (unless or until the City has cured the failure by drawing upon the letter of credit provided to the City as required by Section 2.13(c)) or to deposit the irrevocable letter of credit as required by Section 2.13(c), shall constitute default under this Agreement. (i) In the event of a default in the obligation to provide the letter of credit required by section 2.13(c), the Owners' obligation to pay the full amount of the CCN-Buyout Amount shall become immediately due and owing, and upon such payment, the obligation to make Annual Pre-Payments shall terminate. . (ii) In addition to all other remedies as provided in section 2.41 of this Agreement, the City, shall be entitled to reject any plat application not already filed with the City for CCN Property for which the City is seeking the CCN Property Water Right and to withhold approval of any preliminary or final plat already filed with the City for any CCN Property for which the City is seeking the CCN Property Water Right until such default is cured or the accelerated payment of the CCN Buyout Amount is made as required by Section 2.13(d)(i), and Owners expressly waive any right to assert time limitations imposed by statute or ordinance on plat processing and approval. (iii) The failure of any applicant for a final plat to pay the applicable Plat Charge (reduced by Annual Pre-Payments made, if applicable) Page 29 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 shall entitle the City to withhold (until payment of the charge is made) final plat approval of CCN Property covered by the final plat, and the plat applicant and property owner waive any claims against the City for any denial based on such failure. (e) If the City does not obtain the CCN Property Water Right within five years after the Annexation Date, then the rights and obligations of the Parties under this Section 2.13 (except the rights and obligations under Sections 2.13(b)(ii), 2.13(g), and 2.13(h) which shall continue) shall terminate. (without notice from Owners and without opportunity for the City to cure), and the Owners may develop the CCN Property as described in Section 2.13(h) until the City obtains the CCN Property Water Right. (fJ The City reserves the right, upon written notice to Owners, to terminate all activities of the City to acquire the CCN Property Water Right. If the City exercises such right of termination, the rights and obligations of the Parties under this Section 2.13 (except the rights and obligations under Sections 2.13(g) and 2.13(h) which shall continue) shall terminate (without notice from Owners and without opportunity for the City to cure), and the Owners may develop the CCN Property as described in Section 2.13(h). (g) If Owners' obligation to make deposits to the Escrow Account terminates because the City fails to make its initial $50,000 deposit to the Escrow Account, or because the City fails to make any of its additional $25,000 deposits to the Escrow Account, or because the City terminates its activities to obtain the CCN Property Water Right, or because the City fails to obtain the CCN Property Water Page 30 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Right within five years after the Annexation Date, then all funds remaining in the Escrow Account as of termination of the obligation shall be refunded to the Parties in proportion to deposits made by them. The Owners' obligations to pay the CCN Buyout Amount shall not be affected by such disbursements if the City obtains the CCN Property Water Right. (h) During the time before the 5th anniversary of the Annexation Date in which the City is seeking to. acquire the CCN Property Water Right, any plat involving CCN Property may, at the option of the City, be developed in accordance with the requirements of Section 2.14 or be developed with Bolivar as the retail provider of water without complying with the requirements of Section 2.14. The fact that Bolivar is the retail provider shall not be grounds for denying the plat unless the water supply provided by Bolivar does not meet the requirements of the City's subdivision and development regulations, as amended, including, but not limited to, meeting the City's fire flow requirements. If water supplied by Bolivar fails to meet applicable City requirements, the plat applicant (and the owner of the property covered by the plat) acknowledge that the City may require modifications to the plat to the extent necessary to meet the City requirements or, if such modifications are not acceptable to the applicant or owner, may deny the plat based on such failure, and the applicant and owner waive any claims against the City for any denial based on such failure. (i) Notwithstanding any other provision of this Agreement, from and after the date the City provides the Bolivar Notice to Bolivar, Owners may, with the City's prior notification and approval as set forth herein, negotiate with Bolivar to acquire Page 31 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v 10 1285815-00010 the water CCN for the CCN Property which will then be transferred to the City at no cost to the City, subject to the following: A. It is the intent of this Section 2.13(1) to facilitate acquisition by the City of the water CCN for the CCN Property. The Owners shall notify the City of their intent to meet with Bolivar prior to any communications with Bolivar concerning acquisition of the water CCN for the CCN Property. If, in the reasonable judgment of the City, it is advantageous for the Owners to attend negotiations between Bolivar and the City over acquisition of the water CCN for the CCN Property, the City shall offer the Owners the opportunity to participate. The Owners may conduct separate negotiations with Bolivar with the City's prior approval and provided that the Owners keep the City apprised of all negotiations and discussions with Bolivar. B. The Owners shall consult with the City before making any offer to Bolivar. Any offer by Owners to Bolivar shall be in writing, however, no offer shall be made to Bolivar without first delivering a copy to the City for review and comment at least 10 days before delivering the offer to Bolivar. If, in the reasonable judgment of the City, any proposed offer by Owners to Bolivar would materially and adversely interfere with the City's pursuit of the CCN Property Water Right, the City shall give the Owners written objections to the offer; whereupon, the Owners shall not make the offer or shall modify the offer to eliminate the City's objections. C. If the Owners are successful in acquiring the water CCN for the CCN Property, the Owners shall transfer such CCN to the City at no cost Page 32 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 or expense to the City. Thereafter, the provisions of Section 2.13 and 2.14 of this Agreement shall not apply to the CCN Property. 0) Notwithstanding any other provision of this Agreement, if during the period beginning four and one-half (4 '/2) years after the Annexation Date and ending on the fifth anniversary of the Annexation Date, the City delivers to the Owners a request to extend the deadline for acquisition of the CCN Property Water Right from the fifth to the sixth anniversary of the Annexation Date, and if the City provides evidence documenting the likelihood that the CCN Property Water Right will be obtained by the sixth anniversary of the Annexation Date, then the Owners will, in good faith, thoroughly review the evidence and determine, in their reasonable judgment, whether the City is likely to obtain the CCN Property Water Right before the sixth anniversary of the Annexation Date and at a substantial savings when compared to the Release Price under the CCN Release Agreement. Upon the Owner's notification to the City that the Owners have agreed to extend the time to acquire the CCN Property Water Right from the fifth to the sixth anniversary of the Annexation Date, (1) the provisions of this Agreement that apply based on or by reference to the fifth anniversary of the Annexation Date shall be deemed to apply based on or by reference to the sixth anniversary of the Annexation Date, (2) interest otherwise due for the first year pursuant to Section 2.13(b)(i) of this Agreement will be waived, and (3) the number of Annual Pre-Payments will be increased from five to six. Page 33 Final Agreement - Oct. 7, 2008 DALLAS-I 123766 00 1285815-00010 (k) The obligations of Owners to make the Annual Pre-Payments and the obligations of plat applicants to pay Plat Charges shall survive the expiration of the Term of this Agreement. 2.14 Development in Accordance with the Bolivar Release Agreement. (a) Except. as provided in Sections 2.14(b) and 2.14(c) of this Agreement, if, at the time approval of a final plat approval is sought for the development of the CCN Property, Bolivar holds the CCN to provide retail water service to the property covered by the plat, the City may condition approval of each final plat upon the delivery to the City, at no cost to the City, of the following: (i) A copy of the TCEQ Approval (as defined by the CCN Release Agreement) approving or consenting to the transfer from Bolivar to the City of the CCN to provide retail water service to the property covered by the plat (the "CCN Transfer"); (ii) A copy of the RD Approval (as defined in the CCN Release Agreement) approving or consenting to the CCN Transfer or otherwise releasing the property covered by the plat from the lien of the USDA to enable or facilitate the CCN Transfer; and (iii) A copy-of the order, directive, document, or other instrument customarily provided by the TCEQ evidencing that the CCN to provide retail water service to the property covered by the plat has been or without further approvals will be transferred from Bolivar to the City. (b) The City may not condition final plat approval on delivery of the items described in Section 2.14(a) if, at the time approval of a final plat is sought, Page 34 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 neither the applicant nor the owner of the property covered by the plat is in default under this Agreement or the CCN Release Agreement with respect to such property and any of the following circumstances. exists: (i) Notwithstanding written objections from the owner of any portion of the Property describing the conflicts, the City Council has approved an MPC zoning district for the Property, including the property covered by the plat, that materially conflicts with the MPC zoning district described in Section 2.1(a) of this Agreement; (ii) The City is otherwise in Default of a material provision of this Agreement; (iii) The TCEQ has failed or refused to provide TCEQ Approval for the CCN Transfer; (iv) The USDA has failed or refused to provide the RD Approval for the CCN Transfer; (v) Bolivar has terminated the CCN Release Agreement because TCEQ or the USDA failed or refused to provide the TCEQ Approval or RD Approval, respectively; (vi) Bolivar is in default under the CCN Release Agreement and (A) suit has been filed against Bolivar seeking, among other remedies, specific enforcement of the CCN Release Agreement; or (B) the City has filed the City Application seeking to obtain the CCN Property Water Right; or (vii) The plat approval is sought more than eight years after the Effective Date of the CCN Release Agreement and, notwithstanding the good Page 35 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 faith efforts of Owners, the parties to the CCN Release Agreement are unable to agree upon a "per-acre consideration" to continue CCN Transfers If any of the foregoing circumstances exists, Bolivar may continue to be the retail provider of water to the property covered by the plat. The fact that Bolivar will remain the retail provider shall not be grounds for denying the plat unless the water supply provided by Bolivar does not meet the requirements of the City's subdivision and development regulations, as amended, including, but not limited to, meeting the City's fire flow requirements. If water supplied by Bolivar fails to meet applicable City requirements, the plat applicant (and the owner of the property covered by the plat) acknowledge that the City may require modifications to the plat to the extent necessary to meet the City requirements or, if such modifications are not acceptable to the applicant or owner, may deny the plat based on such failure, and the applicant and owner waive any claims against the City for any denial based on such failure. (c) The City may not condition final plat approval for any RD-5 development permitted by this Agreement on delivery of the items described in Section 2.14(a), and Bolivar may continue to be the retail provider of water to the property covered by any RD-5 plat. The fact that Bolivar will remain the retail provider shall not be grounds for denying the plat unless the water supply provided by Bolivar does not meet the requirements of the City's subdivision and development regulations, as amended, including, but not limited to, meeting the City's fire flow requirements. If water supplied by Bolivar fails to meet applicable City requirements, the plat applicant (and the owner of the property covered by the plat) acknowledge that the City may require modifications to the plat to the extent Page 36 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 necessary to meet the City requirements or, if such modifications are not acceptable to the applicant or owner, may deny the plat based on such failure, and the applicant and owner waive any claims against the City for any denial based on such failure. (d) If Bolivar remains, the retail provider pursuant to any provision of this Agreement, Owners will support a petition by the City to the TCEQ pursuant to Section 13.147 of the Texas Water Code requesting the issuance by the TCEQ of an order requiring Bolivar to enter into a contract to bill and collect the City's fees and payments for sewer service as part of a consolidated process with the billing and. collection of Bolivar's fees and payments for water service. 2.15 Release by JNC of Claims Related to the Craver Ranch Property. Upon satisfaction of the conditions set forth in Section 2.23, JNC (for itself and its successors, assigns, shareholders, members, directors, managers, officers, employees, agents, representatives, attorneys, subsidiaries, related corporations, partners, related partnerships, and other related entities) (collectively the "JNC Parties") unconditionally, fully, and completely release, acquit and forever discharge, the City and each of its elected or appointed officials, including expressly, members of the Denton City Council and the P&Z Commission_ representatives, departments, agents, employees, and attorneys, jointly and severally, each and all of them, whether acting in their official or individual capacities (collectively the "City Parties") from any and all claims, demands, actions, causes of action, suits, debts, compensation, bonus, commissions, accounts, notes, covenants, contracts, agreements, promises, liabilities, damages, losses, costs, and expenses whatsoever (collectively, "Claims"), known or unknown, accrued, or unaccrued, in law or in equity relating to the JNC Filing, Craver Ranch Plat, the Annexation Lawsuit, the 2008 Plan for Page 37 Final Agreement - Oct: 7, 2008 DALLAS-1123766 00 1285815-00010 Development (to the extent the plan applies to the Craver Ranch Property), or the Annexation Ordinance. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the JNC Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by City Parties that occurs after the Effective Date and that is unrelated to the JNC Filing, Craver Ranch Plat, the Annexation Lawsuit, the 2008 Plan for Development (to the extent the plan applies to the Craver Ranch Property), or the Annexation Ordinance. 2.16 Release by JNC of Claims Related to the Davis Property. Upon satisfaction of the conditions set forth in Section 2.23, the JNC Parties unconditionally, fully, and completely release, acquit and forever discharge the City Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the Davis Filing or the 2008 Plan for Development (to the extent the plan applies to the Davis Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the JNC Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by City Parties that occurs after the Effective Date and that is unrelated to the Davis Filing or the 2008 Plan for Development (to the extent the plan applies to the Davis Property). 2.17 Release by White Cake of Claims Related to the White Cake Property. Upon satisfaction of the conditions set forth in Section 2.23, White Cake (for itself and its successors, assigns, shareholders, members, directors, managers, officers, employees, agents, representatives, attorneys, subsidiaries, related corporations, partners, related partnerships, and other related entities) (collectively the "White Cake Parties") unconditionally, fully, and completely release, acquit and forever discharge, the City Parties from any and all Claims Page 38 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 known or unknown, accrued, or unaccrued, in law or in equity relating to the White Cake Filing or the 2008 Plan for Development (to the extent the plan applies to the White Cake Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the White Cake Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by City Parties that occurs after the Effective Date and that is unrelated to the White Cake Filing or the 2008 Plan for Development (to the extent the plan applies to the White Cake Property). 2.18 Release by Lau of Claims Related to the Lau Property. Upon satisfaction of the conditions set forth in Section 2.23, Lau (for himself and his heirs, estates, executors, administrators, successors, assigns, shareholders, members, directors, managers, officers, employees, agents, representatives, attorneys, subsidiaries, related corporations, partners, related partnerships, and other related entities) (collectively the `'Lau Parties") unconditionally, fully, and completely release, acquit and forever discharge, the City Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity. relating to the 2008 Plan for Development (to the extent the plan applies to the Lau Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Lau Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by City Parties that occurs after the Effective Date and that is unrelated to the 2008 Plan for Development (to the extent the plan applies to the Lau Property). 2.19 Release by Campbell Road of Claims Related to the Campbell Road Property. Upon satisfaction of the conditions set forth in Section 2.23, Campbell Road (for itself and its successors, assigns, shareholders, members, directors, managers, officers, employees, agents, Page 39 Final Agreement - Oct. 7, 2008 DALLAS-I 123766 00 1285815-00010 representatives, attorneys, subsidiaries, related corporations, partners, related partnerships, and other related entities) (collectively the "Campbell Road Parties") unconditionally, fully, and completely release, acquit and forever discharge, the City Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the 2008 Plan for Development (to the extent the plan applies to the Campbell Road Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the Campbell Road Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by City Parties that occurs after the Effective Date and that is unrelated to the 2008 Plan for Development (to the extent the plan applies to the Campbell Road Property). 2.20 Releases by the City of Claims. (a) Related to the Craver Ranch Property. Upon satisfaction of the conditions set forth in Section 2.23, the City (for itself and the City Parties) unconditionally, fully, and completely releases, acquits and forever discharges, the JNC Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the JNC Filing, Craver Ranch Plat, Annexation Lawsuit, the 2008 Plan for Development (to the extent the plan applies to the Craver Ranch Property), or the Annexation Ordinance. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the City Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by JNC Parties that occurs after the Effective Date and that is unrelated to the JNC Filing, Craver Ranch Plat, the Annexation Page 40 Final Agreement - Oct. 7, 2008 DALLAS-] 123766 00 1285815-00010 Lawsuit, the 2008 Plan for Development (to the extent the plan applies to the Craver Ranch Property), or the Annexation Ordinance. (b) Related to the Davis Property. Upon satisfaction of the conditions set forth in Section 2.23 the City (for itself and the City Parties) unconditionally, fully, and completely releases, acquits and forever discharges the JNC Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the Davis Filing or the 2008 Plan for Development (to the extent the plan applies to the Davis Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the City Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by JNC Parties that occurs after the Effective Date and that is unrelated to the Davis Filing or the 2008 Plan for Development (to the extent the plan applies to the Davis Property). (c) Related to the White Cake Property. Upon satisfaction of the conditions set forth in Section 2.23, the City (for itself and the City Parties) unconditionally, fully, and completely releases, acquits and forever discharges, the White Cake Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the White Cake Filing or the 2008 Plan for Development (to the extent the plan applies to the White Cake Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the City Parties do not release any Claims created by; arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by White Cake Parties that occurs after the Effective Date and that is unrelated to the White Page 41 Final Agreement -Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Cake Filing or the 2008 Plan for Development (to the extent the plan applies to the White Cake Property). (d) Related to the Lau Property. Upon satisfaction of the conditions set forth in Section 2.23, the City (for itself and the City Parties) unconditionally, fully, and completely releases, acquits and forever discharges, the Lau Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the 2008 Plan for Development (to the extent the plan applies to the Lau Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the City Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by Lau Parties that occurs after the Effective Date and that is unrelated to the 2008 Plan for Development (to the extent the plan applies to the Lau Property). (e) Related to the Campbell Road Property. Upon satisfaction of the conditions set forth in Section 2.23, the City (for itself and the City Parties) unconditionally, fully, and completely releases, acquits and forever discharges, the Campbell Road.Parties from any and all Claims known or unknown, accrued, or unaccrued, in law or in equity relating to the 2008 Plan for Development (to the extent the plan applies to the Campbell Road Property). Notwithstanding the foregoing or anything else in this Agreement to the contrary, the City Parties do not release any Claims created by, arising under, or related to (i) this Agreement, or (ii) any fact, event, circumstance, act, or omission by Campbell Road Parties that occurs after the Effective Date and that is unrelated to the 2008 Plan for Development (to the extent the plan applies to the Campbell Road Property). Page 42 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 2.21 Consent to City Water CCN; Temporary Water Service. (a) The Owners consent to and will support an application by the City to obtain from the TCEQ a CCN to provide retail water service to any portion of the Property that is not covered by the City's CCN. (b) Until the City is capable of providing adequate retail water service to serve full development of the Property in accordance with the MPC zoning district described in Section 2.1(a), the City consents to and will support the efforts of any of the Owners in obtaining adequate retail water service for its respective portion of the Property from any source (other than Bolivar) consistent with the master utility plan required by Section 2.1(0, but only to the extent the City is unable to provide adequate retail water service and only on a temporary basis until the City is capable of providing adequate retail water service. Water distribution lines and related infrastructure constructed to obtain such temporary retail water service shall, at the option of the City, be conveyed to the City (lien free and at no cost to the City) within one year of the date the facilities commence to provide temporary retail service. The fact that temporary water service is provided as described in this Section 2.21(b) shall not be the basis for plat denial by the City unless such temporary water service does not meet the requirements of the City's subdivision and development regulations, as amended, including, but not limited to, fire flow requirements. Owners' use of temporary water facilities shall not relieve Owners from the obligation to pay their proportionate share of the costs of permanent water facilities provided by the City to serve the Property. Page 43 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 (c) Nothing in this Section 2.21 authorizes Owners, or any of them, to take any actions toward forming a water district pursuant to Tex. Const. Article III, section 52, or Article XVI, section 59, nor to take any actions toward decertifying the City from any water CCN that it holds or has made application for, as a means of obtaining temporary retail water service. The City expressly does not consent to such actions, -and will oppose any such actions as in violation of this Agreement, which actions hereby are deemed to be. (d) Retail water service by the City shall be deemed adequate under this section if facilities . with the capacity required by the City's subdivision and development regulations, as amended, are available but for extension of appropriately sized water mains from such facilities to the Property. Owners' failure to extend such mains in accordance with the City's extension policies shall not be grounds for procuring retail water service from other sources. 2.22 Consent to Temporary Sewer Service. (a) Until the City is capable of providing adequate retail sewer service to serve full development of the Property in accordance with the MPC zoning district described in Section 2.1(a), the City consents to and will support the efforts of any of the Owners in obtaining adequate retail sewer service for its respective portion of the Property from any source (including, but not limited to, one or more temporary wastewater treatment plants and the discharge permits associated therewith) consistent with the master utility plan required by Section 2.1(f), but only to the extent the City is unable to provide adequate retail sewer service and only on a temporary basis until the City is capable of providing adequate retail Page 44 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v 10 1285815-00010 sewer service. Sewer distribution lines and related infrastructure constructed to obtain such temporary retail sewer service shall, at the option of the City, be conveyed to the City (lien free and at no cost to the City) within one year of the date the facilities commence to provide temporary retail service. The fact that temporary sewer service is being provided as described in this Section 2.22 shall not be the basis for plat denial by the City unless such temporary sewer service does not meet the requirements of the City's subdivision and development regulations, as amended. Owners' use of temporary sewer facilities shall not relieve Owners from the obligation to pay -their proportionate share of the costs of permanent sewer facilities provided by the City to serve the Property (b) Nothing in this Section 2.22 authorizes Owners, or any of them, to take any actions toward forming a water district pursuant to Tex. Const. Article III, section 52, or Article XVI, section 59, nor to take any actions toward decertifying the City from any wastewater CCN that it holds or has made application for, as a means of obtaining temporary retail wastewater service. The City expressly does not consent to such actions and will oppose any such actions as in violation of this Agreement, which actions hereby are deemed to be. (c) Retail wastewater service by the City shall be deemed adequate under this section if facilities with the capacity required by the City's subdivision and development regulations, as amended, are available but for extension of appropriately sized wastewater collection mains and appurtenances from such facilities to the Property. Owners' failure to extend such mains in accordance with Page 45 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 the City's extension policies shall not be grounds for procuring retail wastewater services from other sources. 2.23 Apareed Motion and Order; Rule 11 Agreement. The Parties will execute, file, and cause to be entered in the Annexation Lawsuit the Agreed Motion to Dismiss and Agreed Order of Dismissal With Prejudice in the forms attached as Exhibit I and Exhibit J. In addition, this Agreement shall constitute a Rule 1 I Agreement enforceable by the court in the Annexation Lawsuit. 2.24 Future Location of the Denton County Loop. If the location of the Denton County Loop is not finally determined by formal action of the entity or agency with the legal authority to make the determination prior to the filing with the City of the first application for a residential subdivision plat within the Property based on approved MPC zoning for the Property described in Section 2.1(a).(ot based on the land use provisions and regulations that apply if such MPC zoning is not approved by December 31, 2010) (excluding plats filed for RD-5 residential development permitted by this Agreement), development of the Property shall be based on Concept Plan Alternative B. 2.25 Municipal Services. (a) None of the ETJ Property shall be required to be included in any annexation plan as defined in Chapter 43, Texas Local Government Code. Upon annexation of the ETJ Property, the City, in accordance with its standard practices and procedures, including its utility extension policies, as may be modified by the master utility plan required by Section 2.1(0, will provide municipal services to the annexed property in accordance with a service plan substantially similar to the "Draft Service Plan" attached as Exhibit K. If the municipal services described in Page 46 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 the Service Plan, or if the municipal services the City is otherwise capable of providing, will not facilitate development of the annexed property in accordance with the MPC zoning district described by Section 2.1(a), then the City consents to, and supports the efforts of, any of the Owners to obtain such services for their respective portions of the annexed property from any other source (as more fully described in Sections 2.21 and 2.22), but only on a temporary basis until the City is capable of providing such services. (b) Municipal services shall be provided to the Property subject to the payment of all applicable impact fees now in existence or hereafter adopted and otherwise in accordance with the City ordinance that adopted such impact fees and in accordance with the provisions of Chapter 395, Texas Local Government Code. 2.26 Admission of Liability. In entering into this Agreement, the Parties are not admitting liability, but are expressly denying liability. 2.27 No Assignment of Claims to Third Parties. Each Party represents and warrants to the other Parties that no Claims released by this Agreement have been assigned to any third party. 2.28 No Inducements. Each Party represents and warrants that no inducements have been made to it except as expressly stated in this Agreement, and that in deciding to release its Claims and to execute this Agreement, each Party has relied solely and only upon its own judgment and the advice given by its attorneys. 2.29 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. In the event of any Page 47 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 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. 2.30 Venue. This Agreement shall be governed by the laws of the State of Texas, and venue of any dispute concerning this Agreement shall be Denton County, Texas. 2.31 Recitals. The recitals contained in Article I: (a) are, to the best of each Party's knowledge and belief, true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement; and (d) constitute legislative findings of the City. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by such 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. 2.32 Assignment. Any Owner who is not in default under this Agreement has the right, upon 10 days prior written notice to the City, to assign all or part of its obligations, rights, title, or interests under this Agreement to any person or entity (an "Assignee") 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. A default by Owners for failure to make any deposits to the Escrow Account (as required by Sections 2.13(a)(ii) and 2.13(a)(iii)) shall (for purposes of filing with the City and seeking City approval of plats) be attributed to each owner of unplatted CCN Property for which the City is seeking to obtain the CCN Property Water Right. A default by Owners for failure to provide the letter of credit or make Annual Page 48 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 00 1285815-00010 Pre-Payments (as required by Sections 2.13(b)(i) and 2.13(c)) shall (for purposes of filing with the City and seeking City approval of plats) be considered a default by each owner of unplatted CCN Property for which the City has obtained the CCN Property Water Right. Each assignment shall be in writing executed by Owner and Assignee and shall obligate the Assignee to be bound by this Agreement for all obligations Owner has under this Agreement for the portion of the Property for which the assignment is made. A copy of each assignment shall be provided to all Parties within 15 days after execution. 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 performing the assigned obligations and from any liability that results from the Assignee's failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the City within 15 days after execution, Owner shall not be released until the City receives such assignment. No assignment by Owner shall release Owner from any liability that resulted from an act or omission by Owner that occurred prior to the effective date of the assignment. If an Assignee defaults in the performance of an obligation assigned under this Agreement, Owner may not thereafter (without the written consent of the City) assign any further obligations under this Agreement to such defaulting Assignee until the default is cured; nor may Owner assign any obligations under this Agreement to any Assignee directly affected by the non- performance of the.defaulting Assignee unless written notice of the non-performance and default is provided to the Assignee so affected. Owner shall maintain written records of all assignments, including a copy of each executed assignment and the Assignee's Notice information, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. Any purchaser or successor owner of any Page 49 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 portion of the Property 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. 2.33 Collateral Assignment. Any Owner has 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 (each, a "Lender") without the consent of, but with prompt written notice to, the City. 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. When the City has been given a copy of all documents creating the Lender's interest, including Notice (hereinafter defined) information for the Lender, the City shall deliver Notice to the Lender of any default concurrently with the delivery of Notice to a defaulting Party. 2.34 Lender Cure Rights. Each Lender shall have the right, but not the obligation, to cure any default under. this Agreement and shall be given the same amount of time to cure such default as the applicable cure period provided to the defaulting Party by this Agreement, with such cure period, however,. commencing upon deliver of Notice to Lender. 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 Page 50 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 judicial or rion judicial. Any purchaser from or successor owner through a Lender of any portion of the Property shall be bound by this Agreement and 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. 2.35 Lienholder Subordination. If Owners borrow money for any purpose that creates a lien on the Property, Owners agrees to notify the City in writing of the name and address of the person or entity that acquires the lien (a "Lienholder") and to obtain from the Lienholder and deliver to the City a written release and/or subordination executed by the Lienholder evidencing that in the event the Lienholder takes title to the Property or any portion thereof, such title shall be subject to the terms and conditions of this Agreement. 2.36 Binding Upon Successors and Assigns. This Agreement shall run with the Property and shall be binding on and inure to the benefit' of the Parties and permitted Assignees. This Agreement and all amendments hereto or a memorandum of this Agreement and amendments shall be recorded in the deed records of Denton County, Texas. Notwithstanding the foregoing, this Agreement shall not be binding upon, and shall not constitute any encumbrance to title as to, any end buyer of a fully developed and improved lot except for land use and development regulations that apply to individual lots. The term '.end buyer" means any owner, tenant, user, or occupant, other than a developer or builder, of any portion of the ETJ Property. The term "fully developed and improved lot" means any lot for which a final plat has been approved by the City and recorded in the deed records, for which all infrastructure improvements have been installed and that is eligible for a certificate of substantial completion. The term "land use and development regulations that apply to Page 51 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v 10 128581 5-00010 specific lots" means all provisions of the Denton Development Code, as amended., that apply to an individual lot within city limits, except as provided by this Agreement to the contrary, and any use or lot limitations imposed by this Agreement. 2.37 Estoppel Certificates. From time to time upon written request of an Owner, the City Manager will execute a written estoppel certificate identifying any obligations of Owner under this Agreement that are in default or, with the giving of notice or passage of time, would be in default; and stating, to the extent true, that to the best knowledge and belief of the City, Owner is in compliance with its duties and obligations under this Agreement. 2.38 Approvals;, Execution. The City represents and warrants that this Agreement has been approved by ordinance duly adopted by the Denton 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. Owners represent and warrant that this Agreement has been approved by appropriate action of the Owners, and that the individuals executing this Agreement on behalf of each of the Owners have 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. Each Party agrees that, with respect to the ETJ Property, this Agreement is a "development agreement" authorized by Section 212.172 of the Texas Local Government Code. Each Party warrants that any action required to be taken in order for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement. 2.39 Term. The term of this Agreement (the "Term") shall be eight years from the Effective Date. Page 52 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 2.40 Default. Unless expressly provided to the contrary, no Party shall be in default under this Agreement (a "Default") unless Notice of an alleged failure of a Party to perform has been given (which Notice shall set forth in reasonable detail the nature of the alleged failure) and such Party has been given a reasonable time to cure. In addition, no Default shall occur if, within the applicable cure period, the Party to whom the Notice is given begins performance and thereafter diligently and continuously pursues performance until the failure is cured. This provision shall not apply to performance of discrete obligations, such as the obligation to make payment. The cure period for non-payment of any obligation under Section 2.13 shall be 30 days unless otherwise expressly stated. 2.41 Remedies. If a Party is in Default, any non-defaulting Party may, at its option and without prejudice to any other right or remedy under this Agreement, seek any relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus, and injunctive relief. Nothing in this Agreement shall be construed or interpreted to delegate or impair the governmental authority of the City, and the City waives any claim or defense that this Agreement is unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the City's governmental authority. Notwithstanding the remedies available to a non- defaulting Party as set forth above, no Default shall: (a) entitle a non-defaulting Party to terminate this Agreement; (b) impair the obligations of the City to provide water, sewer, or any other municipal service to any developed portion of the Property or to any undeveloped portion of the Property unless the undeveloped portion is the subject of or directly affected by the Default; (c) entitle a non-defaulting Party to seek or recover special, consequential, or punitive damages; (d) adversely affect or impair the right of any Party to develop the Page 53 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v10 128581 5-00010 Property in accordance with this Agreement except with respect to the portion of the Property that is the subject of a Default or directly affected by such Default; or (e) limit the Term. Default by an Owner of the Property for failure to perform an obligation pursuant to Section 2.13 of this Agreement shall be attributed to each Owner within the Bolivar CCN Area. 2.42 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 2.43 Notices. Any notice, communication, or request required or contemplated by this Agreement (a "Notice") shall be deemed to have been delivered, given, or provided: (a) five (5) business days after being deposited in the United State mail, CERTIFIED MAIL or REGISTERED MAIL, postage prepaid, return receipt requested; (b) when delivered to the notice address by a.nationally recognized, overnight delivery service (such as FedEx or UPS) as evidenced by the signature ofany person at the Notice address (whether or not such person is the named recipient of the Notice); or (c) when otherwise hand delivered to the Notice address as evidenced by the signature of any person at the Notice address (whether or not such person is the named recipient of the Notice); and addressed to the recipient Party as follows: if to Di-ntnn- With a copy to: Final Agreement - Oct. 7, 2008 DALLAS-1 123766 00 1285815-00010 City Manager City of Denton 215 E. McKinney Denton, Texas 76201 Attn: George Campbell Phone: (940) 349-8307 FAX: (940) 349-8596 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 Page 54 Phone: (940) 349-8337 FAX: (940) 382-7929 Director of Planning and Development 221 N. Elm Denton, Texas 76201 Phone: (940) 349-8541 FAX: (940) 349-7707 If to JNC: JNC Partners Denton, LLC 2050 North Plano Road Suite 100 Richardson, Texas 75082 Attn: John Lau Phone: (972) 231-9791, Ext. 231 FAX: (972) 690-0479 With a copy to: Dwight Shupe K&L Gates, LLP 301 Commerce, Suite 3000 Fort Worth, Texas 76102 FAX: (817) 347-5299 If to White Cake: White Cake Denton, L.P. 5956 Sherry Lane Suite 1350 Dallas, Texas 75225 Attn: Kerri Scott Phone: (214) 750-9407 FAX: (214) 692-7147 With a copy to: Dwight Shupe K&L Gates, LLP 301 Commerce, Suite 3000 Fort Worth, Texas 76102 FAX: (817) 347-5299 If to Lau: John Lau 2050 North Plano Road Suite 100 Richardson, Texas 75082 Phone: (972) 231-9791, Ext. 231 FAX: (972) 690-0479 With a copy to: Dwight Shupe K&L Gates, LLP Page 55 Final Agreement - Oct. 7, 2008 DALLAS-I 123766 v10 1285815-00010 301 Commerce, Suite 3000 Fort Worth, Texas 76102 FAX: (817) 347-5299 If to Campbell Road: Campbell Road Holding Company 2050 North Plano Road Suite 100 Richardson, Texas 75082 Attn: John Lau Phone: (972) 231-9791, Ext. 231 FAX: (972) 690-0479 With a copy to: Dwight Shupe K&L Gates, LLP 301 Commerce, Suite 3000 Fort Worth, Texas 76102 FAX: (817) 347-5299 2.44 Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Agreement. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court to be unenforceable: (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. Without limiting the generality of the foregoing, if it is determined that any portion of the ETJ Property was not in the City's ETJ on the Effective Date, this Agreement shall nevertheless remain in full force and effect with respect to the portion of the ETJ Property that was in the City's ETJ on the Effective Date. 2.45 Consideration of PIDs. Upon satisfaction of the requisites of Texas Local Government Code Chapter 372 and any City guidelines on creation of public improvement Page 56 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 districts then in effect, the City shall consider the creation of one or more public improvement districts within the City covering the Property or portions thereof (whether one or more, a "PID"). The proposed purposes of the PID are to finance the construction of water, sewer, drainage, and roadway public improvements through the issuance by the City of revenue bonds secured solely by special assessments levied upon the property within the PID. The PI.D may also be used to fund, on an annual basis, the maintenance of public parks,. public open space, and other public areas. The PID is not intended to fund or finance any costs or expenses paid or incurred by Owners in connection with the CCN Release Agreement or by the City or Owners in connection with the efforts of the City to obtain the CCN Property Water Right. The maximum annual installment of any PID assessment levied to finance capital improvements shall not exceed the financial equivalent of a tax rate computed at $.40 per $100 of appraised value, or any other generally applicable ceiling then in effect, as determined by the City Council. The Owners acknowledge that the creation of the PID and subsequent issuance of bonds requires compliance with the provisions of the Texas Local Government Code which, in turn, requires the exercise by the City of its governmental discretion, and that the City does not waive its governmental immunity with respect to such exercise notwithstanding any other provision of this Agreement to the contrary. 2.46 Exhibits. The following Exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Legal Description of the Craver Ranch Property Exhibit B Legal Description of the Davis Property Exhibit C Legal Description of the White Cake Property Exhibit D Legal Description of Lau Property Exhibit E Legal Description of Campbell Road Property Exhibit F CCN Release Agreement Page 57 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Exhibit G Proposed Concept Plan Alternatives Exhibit H Land Use Regulations Exhibit I Form of Agreed Motion to Dismiss Exhibit J Form of Agreed Order of Dismissal With Prejudice Exhibit K Form of Draft Service Plan for ETJ Property 2.47 Waiver of Width Requirements. Notwithstanding any other provision of this Agreement to the contrary, Owners hereby waive any claims that may arise from application of minimum width requirements under Tex. Loc. Gov't Code Chapter 43, as may be amended from time to time, to the City's annexation of any part of the Property or adjoining land. Page 58 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 COUNSEL FOR PARTIES TERRY MORGAN & ASSOCIATES, P.C. Terry D. Morgan State Bar No. 14454075 1201 Elm St. 4800 Renaissance Tower Dallas, Texas 75270 Telephone: (214) 740-9944 Telecopier: (214) 969-5902 ATTORNEY FOR THE CITY OF DENTON,TEXAS K&L GATES LLP Dwight A. Shupe State Bar No. 18328700 301 Commerce Street Suite 3000 Fort Worth, Texas 76102 Telephone: (817) 347-5280 Telecopier: (214) 939-5849 Misty Ventura State Bar No. 00795843 1717 Main Street Suite 2800 Dallas, Texas 75201 Telephone: (214) 939-5462 Telecopier: (214) 939-5849 ATTORNEYSFOR JNC PARTNERS DENTON, LLC; WHITE CAKE DENTON, L.P., JOHN LAU, AND CAMPBELL ROAD HOLDING COMPANY Page 59 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 PARTIES TO THE AGREEMENT By: Nar Titl Dat STATE OF TEXAS § COUNTY OF DENTON § CITY OF DENTON. TEXAS APPROVED AS TO FORM: CITY ATTORNEY CITY OF QFN-TPAt-wee SWORN AND SUBSCRIBED TO BEFORE ME, by said& ho in his capacity a f the City of Denton, Texas, acknowledges that he was u authorized to execute the foregoing document this day of October, 2008, to certify witness my hand and seal of office. •`a""~''•~, JENNIFER K. WALTERS So a: Notary Public, State of Texas :~•g' My Commission Expires December 19, 2010 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v 10 1285815-00010 r AN MI Not r Publi and for the State of Texas Page 60 JNC PARTNERS DENTON, LLC, a Texas limited liability company STATE OF TEXAS § COUNTY OF DENTON § By: c~ John Lau, Manager Date: /'r" / n -U SWORN AND SUBSCRIBED TO BEFORE ME, by said John Lau, who in his capacity as Manager of JNC Partners Denton, LLC, a Texas limited liability company, acknowledges that he was authorized to execute the foregoing document on behalf of said limited liability company, this LO- day of October, 2008, to certify witness my hand and seal of office. ```Q`UA T P!/B iii JEU REYES Notary Public, State of Texas GV My Commission Expires March 28, 2010 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v10 1285815-00010 GS N-~L Notary ublic in and for the State of Texas Page 61 JOHN LAU STATE OF TEXAS § COUNTY OF DENTON § SWORN AND SUBSCRIBED TO BEFORE ME, by said John Lau, an individual, acknowledges that he executed the foregoing document this ~yday of October, 2008, to certify witness my hand and seal of office. E S te f T o exas Expire s m 010 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v10 128581 5-00010 Notary P is in and for he State of Texas Page 62 WHITE CAKE DENTON, L.P. a Texas limited partnership By: White Cake Denton GP, LLC, a Texas limited liability company Its: General Partner By: 1 a- Chris Dance, A ent or the General Partner Date: I D 05 STATE OF TEXAS § COUNTY OF DENTON § SWORN AND SUBSCRIBED TO BEFORE ME, by said Chris Dance, Agent for White Cake Denton GP, LLC, a Texas limited liability company, General Partner of White Cake Denton, L.P., a Texas limited partnership, acknowledges that he was authorized to execute the foregoing document on behalf of said limited liability company, on behalf of said limited partnership, this (3"Iday of October, 2008, to certify witness my hand and seal of office. wuuh ego; JOANNE CRAIKER Notary Public, State of Texas s;~.•~~;r MY Commission Expires QeOPublic in and for the State of Texas February02 2010 Y Final Agreement - Oct. 7, 2008 Page 63 DALLAS-1123766 v10 1285815-00010 CAMPBELL ROAD HOLDING CORPORATION, a Texas corporation By: Nar Titl Dat STATE OF TEXAS COUNTY OF DENTON SWORN AND SUBSCRIBED TO BEFORE ME, by said who in his capacity as M&mWif for Campbell Road Holding Corporation, a Texas corporation, acknowledges that he was authorized to execute the foregoing document-on behalf of said corporation, this 3 day of©c,fb 2008, to certify witness my hand and seal of office. ```o~~a r res., JEU REYES Notary Public, State of Texas My Commission Expires March 28, 2010 - .4~a 5 Notary j ublic in an for the State of Texas Page 64 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT A Legal Description of Craver Ranch Being all that certain tract or parcel of land situated in the A.W. Patton Survey Abstract No. 990 and the W. Thompson Survey Abstract No. 1238, Denton County, Texas and being more particularly described by metes and bounds as follows: Field Notes to that certain tract of land situated in the William A. Thompson Survey Abstract Number 1238, the A.W. Patton Survey, Abstract Number 990 in Denton County, Texas and being all of the called 1" and 2' and 30 tracts described in the deed from Mrs. Evelyn Benton to Kenneth Craver recorded in Volume 445 Page 40 of the Deed Records of Denton County, Texas and being a part of the called 240 acre First Tract and all of the called 400 acres Second Tract described in the deed from James E. Kemp to Kenneth Craver recorded in Volume 417 Page 416 of said Deed Records and being all of the called 358 5/16 acre tract described in the deed from Roy embry et ux. To Kenneth Craver recorded in Volume 439 Page 186 said Deed Records and also being a part of the called First Tract described in the deed from W.R. Waggoner and Susie Waggoner to Kenneth Craver.recorded in Volume 440 Page 45 of said Deed Records as recognized and occupied on the ground, the subject tract being more particularly described as follows: - BEGINNING for the Northeast corner of the tract being described herein at a capped iron rod set for a corner in the North line of said 1" tract and the West right-of-way line of F.M. Highway 2153, also being the Southeast corner of a called 56.369 acre tract described in the deed from Jo Ann Terry and Curtis D. Allen to Glena Dean Allen recorded In Volume 2331 Page 482 of the Real Property Records of said County; THENCE South 00 degrees 16 minutes 38 seconds East with the West right of way line of said Highway a distance of 3632.28 feet to a capped iron rod for an angle point in said Highway; THENCE South 00 degrees 00 minutes 37 seconds East with said Highway a distance of 555.94 feet to a capped iron rod set for the Southeast corner of said 1" tract, same being the Northeast corner of the called 15.000 acre tract described in the deed to Harold Dean McSween and Wynona McSween, Trustees recorded in Volume 3459 Page 327 of said Real Property Records; THENCE North 89 degrees 58 minutes 17 seconds with the North line of said 15.000 acres, same being the Northeast corner of said 358 5/16 acres, said corner also being the Beginning Point of that certain Flowage Easement Exhibit A -Page 1 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 tract 2415 described in the Notice of Lis Pendens recorded in volume 2263 Page 186 of said Real Property Records;. THENCE in a general Southeasterly direction along and near a fence with said flowage easement boundary line the following 23 courses and distances; 1.) South 00 degrees 14 minutes 21 seconds East a distance of 303.22 feet to a 1 " iron rod found; 2.) South 00 degrees 46 minutes 40 seconds East for a distance of 331.11 feet to a capped iron rod found; 3.) South 00 degrees 48 minutes 45 seconds East for a distance- of 243.66 feet to a metal fence comer post for the Southeast corner of a called 16.364 acre tract described in the deed . to NBC Broadcasting Texas, L.P. recorded in Volume 4778 Page 186 Real Property Records; 4.)' South 73 degrees 02 minutes 27 seconds East for a distance of 237.55 feet to a capped iron rod set; 5.) South 81 degrees 25 minutes 13 seconds East for a distance of 266.10 feet to a 3/8" iron rod found; 6.) South 10 degrees 13 minutes 50 seconds East for a distance of 137.92 feet to a 3/8" iron rod found; 7.) South 31 degrees 25 minutes 10 seconds East for a distance -of 51.05 feet to a 3/8" iron rod found; 8.) South 47 degrees 45 minutes 25 seconds East for a distance of 57.31 feet to a 318" iron rod found; 9.) South 67 degrees 58 minutes 46 seconds East for a distance of 30.17 feet to a capped iron rod set; 10.) South 80 degrees 34 minutes 30 seconds East for a distance of 26.49 feet to a 3/8" iron rod found; 11.) South 88 degrees 02 minutes 17 seconds East for a distance of 342.54 feet to a 5/8" iron rod found for the Northwest corner of the called 37.7184 acre tract described in the deed to Larry' Hibberd et.ux. recorded in Volume 4505 Page 2009 Real Property Records; 12.) South 07 degrees 27 minutes 32 seconds East for a distance of 632.87 feet; . 13.) South 03 degrees 58 minutes 17 seconds East for a distance of 210.34 feet; 14.) South 13 degrees 14 minutes 58 seconds East for a distance of 106.56 feet; 15.1 South 18 degrees 17 minutes 54 seconds East for a distance of 77.78 feet; 16.) South 17 degrees •36 minutes 49 seconds East for a distance of 176.65 feet; Exhibit A - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 17.) South 27 degrees 49 minutes 56 seconds East for a distance of 57.16 feet; 18.) South 35 degrees 05 minutes 30 seconds East for a distance of 64.50 feet; 19.) South 75 degrees 34 minutes 28 seconds East for a. distance of 117.45 feet; 20.) North 87 degrees 05 minutes 13 seconds East for a distance of 145.94 feet; 21.) South 60 degrees 28 minutes 27 seconds East for a distance of 116.10 feet; 22.) South 22 degrees 11 minutes 52 seconds East for a distance of 147.48 feet to a A " capped iron rod set; 23.) South 89 degrees 41 minutes 31 seconds East for a distance of 571.10 feet to a A" capped iron rod set or the Southeast corner of said Hibberd tract on the West right of way line. of said Highway; THENCE South 00 degrees 00 minutes 38 seconds East with the West right of way line of said highway for a distance of 3145.21 feet to a capped iron rod set for the beginning of a curve to the left; THENCE with the West right of way line of said highway along a curve. to the left having a radius of 1190.92 feet and an arc length of 132.05 feet being subtended by a chord of South 03 degrees 11 minutes 13 seconds East for a distance of 131.98 feet to a capped iron rod set for the Southeast corner of the herein described tract In. Shepard Road in the South line of said Survey and last mentioned Craver tract; THENCE North 89 degrees 46 minutes 31 seconds West with said line in said Road a distance of 4749.05 to a capped iron rod set for the Southwest corner of the said 358 5/16 acre tract; THENCE North 00 degrees 10 minutes 40 seconds East with the West line thereof a distance of 2914.29 feet to a capped iron rod set; THENCE South 88 degreai 48 minutes 27 seconds West for a distance of 4780.48 feet to a capped iron rod set in the West line of said Thompson Survey and the East line of said Patton Survey; THENCE North 00 degrees 04 minutes 01 seconds West with said common Survey line a distance of 1060.53 feet to a wood fence corner post for the Northeast corner of the called 101.25 acre tract described in the deed to Paul C. Guzik recorded in Volume 4539 Page 1978 Real Property Records; Exhibit A - Page 3 Final Agreement - Oct. 7, 2008 DALLAS:1123766 v10 1285815-00010 THENCE South 89 degrees 24 minutes 48 seconds West with the South line of the above mentioned 1" tract a distance of 2288.75 feet to a capped iron rod found for the Northwest corner of the called Tract I said Guzik deed; THENCE South 88 degrees 51 minutes 54 seconds West for a distance of 248.71 feet to a capped iron rod found for the Southeast corner of the called 66.247 acre tract described in the deed to Gregory James Egner, Jr. and Sue Ellen Egner recorded under Clerk's File Number 96-0049242 Real Property Records; THENCE North 00 degrees 01 minutes 41 seconds East for a distance of 4076.10 feet to a K " iron rod found for the Northwest corner of the 1 tract described in Volume 417 Page 416 of said Craver deeds arid being the Southwest corner of Lot 1 Block one, of Lot 1 Block One, Nye Addition, an addition in said County, according to the Plat thereof . recorded in Cabinet G Page 2213 Plat Records Denton County, Texas; THENCE North 89 degrees 24 minutes 17 seconds East with the South. line thereof 'a distance of 390.88 feet to a A' iron -rod found for the Southeast corner of said Lot; THENCE North 89 degrees 13•minutes 19 seconds East continuing with. the North line of said Craver tract a distance of 2132.51 feet to a capped iron rod set for the-Southeast comer of Quail Ridge Addition as shown on the Plat thereof recorded in Cabinet D Page 231 of said Plat Records, said corner also being in the.West line of Block 1 of Culp Branch Addition as shown on the Plat thereof recorded in Cabinet B Page 323 of said Plat Records; THENCE South 00 degrees 42 minutes 30 seconds East with the West line of said Block 1 passing the Southwest corner thereof and continuing along said course, in all, a total distance of 1977.58 feet to a capped iron rod set for the Southwest corner of that certain tract identified as Exhibit "B" in the instrument recorded in Volume 2139 Page 952 of said Real Property Records; THENCE North 89 degrees 50 minutes 20 seconds East with the South line of the last mentioned tract along and near a fence a distance of 1884.63 feet to a capped iron rod set for the Southeast corner thereof and being the Southwest corner of the above mentioned Craver 2 4 tract; THENCE North 00 degrees 22 minutes 30 seconds West with the West line thereof passing it's Northwest corner and the Southwest corner of Exhibit A - Page 4 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 the Craver 3° tract and continuing along the West line thereof, a total distance of 2799.94 feet to a capped iron rod set for the most Easterly Northeast corner of the above mentioned Culp Branch Addition; THENCE North 00 degrees 35 minutes 19 seconds West again with said West line a distance of 465.52 feet to a metal corner post for the Northwest corner of said 3" tract; THENCE North 89 degrees 36 minutes 58 seconds East, with the North line thereof and the South line of Lake Ridge Estates an addition in said .County, according to the Revised Plat thereof recorded in Cabinet F Page 350, Plat Records, a distance of 898.29 feet to a 112" iron rod found for an angle point in said South line; THENCE North 89 degrees 51 minutes 35 seconds East again with the North line of said 3'd tract a distance of 1978.29 feet to a metal fence comer post for the Northeast corner of said 3rd tract, THENCE South 02 degrees 32 minutes 59 seconds East with the East line thereof a distance 422.73 feet to a metal fence corner post for the Northwest comer of the above mentioned 1" tract; THENCE North 89 degrees 42 minutes 58 seconds East with the North line thereof a distance 768.78 feet to a 'h" iron rod found for the- Southwest corner of the called 65.940 acre tract conveyed in the deed to Donna Small, Trustee recorded under Clerk's File Number 96-R0001704 Real Property Records; THENCE North 89 degrees 46 minutes 02 seconds East with the South line thereof and the North line of said 1" tract along and near a fence a distance of 1622.87 feet to a metal fence corner post for the Southeast corner of said Small tract; THENCE North 89 degrees 50 minutes 47 seconds East continuing with said North line a distance of 238.19 feet to the PLACE OF BEGINNING. and enclosing 1898.19 acres of land. Exhibit A - Page 5 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT B Legal Description of Davis Property BEING all that certain tract of land situated in the P. G. YARBROUGH SURVEY, ABSTRACT NUMBER 1447, Denton County, Texas and being all of a called 219.73 acre tract of land described in the Deed from Clara Tucker Testamentary Trust to C. Dean Davis as recorded in Instrument Number 2005-112203 of the Real Property Records of said County, the subject tract being more particularly described as follows: BEGINNING at a 1/2 inch Iron rod found in the East line of FM 2164 for the Northwest corner of said Dean tract and the Southwest corner of a called 643.298 acre tract of land described in the Deed from Dan Reding, Trustee of the Mary Lou Reding Grantor Trust to Dan Reding as recorded in Volume 4454, Page 2090 of said Real Property Records; THENCE North 88 degrees 59 minutes 28 seconds East with the South line thereof and the North line of said Dean tract along and near a fence a distance of 4291.31 feet to a wood fence comer post found on the East line of said Survey for the Southeast comer of said Reding tract and the Northeast corner of said Dean tract and being on the West line of a gravel road posted as Indian Wells; THENCE South 00 degrees 42 minutes 54 seconds East with the Wet line thereof and the East line of said survey and the East line of said Dean tract along and near a double fence a distance of 2639.70 feet to capped 1/2 inch iron rod set in the bend of an asphalt road posted as Gdbble Springs Road and connects to said Indian Wells Road for the Southeast comer of said Dean track THENCE South 89 degrees 05 minutes 32 seconds West with the South line thereof and along or near the middle of said Gribble Springs Road passing an angle to the Northwest in said road at 2702 feet and continuing along said course a total distance of 3028.62 feet to a capped 112 inch iron rod set in a fence in the occupied West line of said survey for the Southwest corner of said Dean tract; THENCE North 00 degrees 57 minutes 26 seconds West with the West line thereof passing said Grlbble Springs Road at 43 feet and continuing along said course a total distance of 1384.22 feet to metal fence comer post found for the Northeast comer of a called 15.00 acre tract of land described In the Deed to Bobbie J. Trietsch as recorded in Volume 1793, Page 40 of said Real Property Records; THENCE South 89 degrees 23 minutes 13 seconds West with the North line thereof and a South line of said Dean tract along and near a fence a distance of 1252.70 feet to a x-Ue fence comer post for the most Westerly Southwest comer of said Dean tract and the Southeast comer of a called 0.861 acre tract of land described in the Deed from Mortgage Electronic Registration Systems, Inc. to Household Finance Corp. III as recorded In Instrument Number 2005-94332 of said Real Property Records; THENCE North 00 degrees 48 minutes 50 seconds West with the East line thereof and a West line of said Dean tract along and near a fence a distance of 457.71 feet to a 5/8 inch Iron rod found for the North comer of said 0.861 acre tract in the East line of said FM 21134 at the beginning of a curve to the left having a radius of 955.37 feet and a chord bearing and distance of North 00 degrees 59 minutes 28 seconds, 122.86 feet; THENCE along said curve with said East line of FM 2164 an arc distance of 122.95 feet to a wood ROW marker, THENCE North 00 degrees 57 minutes 01 seconds West with the East line of FM 2164 and a West line of said Dean tract a distance of 660.88 feet to the PLACE OF BEGINNING and enclosing 219.478 acres of land more or less. Exhibit B - Page I Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT C Legal Description of the White Cake Property 311.606 ACRES BEING a 13,573,541 square feet or a 311.606 acre tract of land situated in the P. Yarbrough Survey, Abstract 1447 the J. Morton Survey, Abstract 792, the J.W. Jagoe Survey, Abstract 1640, and the W. Norment Survey, Abstract 965, Denton County, Texas, and being part of a called 623.21 acre tract of land conveyed to White Cake Denton, LP by deed recorded in County Clerk File No. 05-141620, Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a point in the east line of Farm Market Road 2164 (FM 2164), said point being the southwest corner of Wild West Addition recorded Cabinet G, Page 150, Plat Records of Denton County, Texas and the most westerly northwest corner of the said White Cake Denton, L.P. tract; THENCE, N 89°46'44" E, departing the east line of FM 2164 and with the south line of the said Wild West Addition and the north line of the said White Cake Denton, L,P tract, a distance of 1,365.03 feet to a point for a corner; THENCE, S 00012'04" W, departing the north line of the said White Cake Denton, L.P. tract, a distance of 2,807.44 feet to a point for a corner; THENCE, N 89044'52" E, a distance of 1,592.14 feet to a point for a corner in the east line of the said White Cake Denton, L.P tract and the west line of a called 21.929 acre tract of land conveyed to Gregory Egner, Jr. by deed recorded in County Clerk File No. 96-0049242, Deed Records of Denton County, Texas; THENCE, S 00°02'21" W, a distance of 1,829.44 feet to a point for a corner, said point being the most southerly southeast corner of the said White Cake Denton, LP tract and the northeast corner of a called 219.73 acre tract of land conveyed to JNC Partners Denton, LLC by deed recorded in County Clerk File No. 06-39463, Deed Records of Denton County, Texas; THENCE, S 89°44'52" W, with the south line of the said White Cake Denton, L.P. tract, a distance of 4,292.79 feet to a point for a corner east line of Farm Market Road 2164 (FM 2164), said point being the southwest corner of the said White Cake Denton, LP tract and the northwest corner of the said JNC Partners Denton, LLC tract; THENCE, the following courses and distances with the with the east line of FM 2164: - N 01034'03" E, a distance of 1,147.12 feet to an angle point; - N 15°36'13" E, a distance of 103.08 feet to an angle point; Exhibit C - Page 1 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 N 01034'03" E, a distance of 951.10 feet to the beginning of a curve to the right with a central angle of 17026'23", a radius of 1,076.30 feet, a chord bearing of N 08°28'31" E and a chord distance of 326.34 feet; Northeasterly, along said curve, an arc distance of 327.60 feet to the end of said curve; N 06036'33" E, a distance of 101.94 feet to the beginning of a curve to the right with a central angle of 33°47'29", a radius of 1,101.30 feet, a chord bearing of N 39017'35" E and a chord distance of 640.14 feet; Northeasterly, along said curve, an arc distance of 649.51 feet to the point of tangency; N 58°00'31 E, a distance of 404.80 feet to the beginning of a curve to the left with a central angle of 55017'01", a radius of 1,186.30 feet, a chord bearing of N 28°32'50" E and a chord distance of 1,100.75 feet; Northeasterly, along said curve, an arc distance of 1,144.64 feet to the point of tangency; N 02043' 01" E, a distance of 333.40 feet to the Point of Beginning. 311.606 ACRES BEING a 13,573,518 square feet or a 311.605 acre tract of land situated in the P. Yarbrough Survey, Abstract 1447 the J. Morton Survey, Abstract 792, the J.W. Jagoe Survey, Abstract 1640, and the W. Norment Survey, Abstract 965, Denton County, Texas, and being part of a called 623.21 acre tract of land conveyed to White Cake Denton, LP by deed recorded in County Clerk File No. 2005-141620, Deed Records of Denton County, Texas, and being more particularly described as follows: COMMENCING at a point in the east line of Farm Market Road 2164 (FM 2164), said point being the southwest corner of Wild West Addition recorded Cabinet G, Page 150, Plat Records of Denton County, Texas and the most westerly northwest corner of the said White Cake Denton, L.P. tract; Thence, N 89046'44" E, departing the east line of FM 2164 and with the south line of the said Wild West Addition and the north line of the said White-Cake Denton, L,P tract, a distance of 1,365.03 feet to the Point of Beginning; THENCE, N 89°46'44" E, continuing with the south line of the said Wild West Addition, a distance of 200.01 feet to a point for a corner, said point being the southeast corner of the said Wild West Addition; THENCE, N 00°12'04" E, with the east line of the said Wild West Addition, a distance of 1,460.86 feet to a point for a corner, said point being the most northerly northwest corner of the said White Cake Denton, L.P. tract; Exhibit C - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 THENCE, N 89°48'35" E, a distance of 2,690.63 feet to a point for a corner, said point being the most northerly northeast corner of the said White Cake Denton, L.P. tract and the northwest corner of a called 10.183 acre tract of land described in deed recorded in County Clerk File No. 2003-203333, Deed Records of Denton County, Texas; THENCE, S 00023'08" E, with the west line of the said 10.186 acre tract, a distance of 1,175.51 feet to a point for a corner; THENCE, N 89048'35" E, with the south line of the said 10.186 acre tract, a distance of 741.12 feet to an angle point; THENCE, N 89024'17"E, continuing with the south line of the said 10.186 acre tract, a distance of 5.09 feet to a point for a corner, said point being the most easterly northeast corner of the said White Cake Denton, L.P. tract and the most westerly northwest corner of a called 1898.19 acre tract of land conveyed to JNC Partners Denton, LLC by deed recorded in Document No. 2004-51648, Deed Records of Denton County, Texas; THENCE, S 00°01'41" W, a distance of 2,750.28 feet to a point for a corner, said point being the northeast corner of a called 44.318 acre tract of land conveyed to Gregory, Jr. by deed recorded in County Clerk File No. 96-0049242, Deed Records of Denton County, Texas and the southeast corner of the said Morton survey; THENCE, N 86042'20" W, with the north line of the said Egner tract, passing the northeast corner of a called 21.929 acre tract of land conveyed to Gregory Egner, Jr. by said deed recorded in County Clerk File No. 96-0049242, Deed Records of Denton County, Texas, continuing in all a distance of 2,069.34 feet to a point for a corner; THENCE, S 00°02'21" W, with the west line of the Egner tract, a distance of 466.61 feet to a point for a corner; THENCE, S 89°44'52" W, a distance of 1,592.14 feet to a point for a corner; THENCE, N 00°12'04" E, a distance of 2,807.44 feet to the Point of Beginning. bdiibiL C - Page 3 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT D Leizal Description of Property Owned by Lau FIELD NOTES TO ALL THAT CERTAIN TRACT OF LAND SITUATED IN THE WA. THOMPSON SURVEY ABSTRACT NUMBER 1238, DENTON COUNTY, TEXAS AND BEING A PART OF THE CALLED 39.381 ACRE TRACT AND ALL OF THE CALLED 56.369 ACRE TRACT DESCRIBED IN THE DEED FROM JO ANN TERRY AND CURT R D. ALLEN TO GLENA DEAN ALLEN RECORDED IN VOLUME 2331 PAGE 482 OF THE REAL TPROPERTY ERRY N RECORDS A ENTON COUNTY, TEXAS AS RECOGNIZED AND OCCUPIED ON THE GROUND; THE SUBJECT TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS; BEGINNING FOR THE SOUTHEAST CORNER OF THE TRACT BEING DESCRIBED HEREIN AT A WOOD RIGHT-OF-WAY POST FOUND FOR THE SOUTHEAST CORNER OF SAID 58.389 ACRE TRACT ON THE WEST RIGHT OF WAY LINE OF F.M. ROAD 2153 AND THE NORTHEAST CORNER OF A TRACT OF LAND DESCRIED IN A DEED TO JNC PARTNERS DENTON, L.L.C. AS RECORDED IN COUNTY CLERK FILE 0 2004-51648 REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS: THENCE SOUTH 89 DEGREES 00 MINUTES 53 SECONDS WEST WITH THE SOUTH LINE OF SAID 56.369 ACRES ALONG AND NEAR A FENCE A DISTANCE OF 2359.56 FEET TO A CAPPED (RON ROD FOUND FOR THE SOUTHWEST CORNER OF SAID TRACT, SAME BEING THE SOUTHEAST CORNER OF THE CALLED 58.06 ACRE TRACT DESCRIBED IN THE DEED TO TOM MCCUTCHEON RECORDED IN INSTRUMENT NUMBER 20C)5-105160 SAID REAL PROPERTY RECORDS: THENCE NORTH 00 DEGREES 56 MINUTES 17 SECONDS WEST WITH THE EAST LINE THEREOF AND WEST LINE OF SAID TWO ALLEN TRACTS ALONG AND NEAR A FENCE A DISTANCE OF 1360.56 FEET TO A CAPPED IRON ROD SET FOR THE NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT, FROM WHICH A W IRON ROD FOUND ON THE SOUTH LINE OF SAID ROAD FOR THE NORTHWEST CORNER OF SAID 39.381 ACRES BEARS NORTH 00 DEGREES 58 MINUTES 17 SECONDS WEST A DISTANCE OF 413.1 FEET: THENCE EAST A DISTANCE OF 501.23 FEET TO A CAPPED IRON ROD SET THENCE NORTH 00 DEGREES 45 MINUTES 45 SECONDS WEST A DISTANCE OF 318.78 FEET TO A WOOD FENCE CORNER POST FOR THE OCCUPIED SOUTHWEST CORNER OF A TRACT OF LAND DESCRIBED IN A DEED TO JEWELL MAXINE ALLEN RHODES AS RECORDED IN VOLUME 958. PAGE 439. DEED RECORDS, DENTON COUNTY., TEXAS: THENCE NORTH 88 DEGREES 53 MINUTES 11 SECONDS EAST WITH THE OCCUPIED SOUTH LINE THEREOF ALONG A FENCE A DISTANCE OF 154.54 FEET TO A MCD FENCE CORNER POST FOR THE OCCUPIED SOUTHEAST CORNER OF SAID RHODES TRACT; THENCE NORTH 00 DEGREES M MINUTES 44 SECONDS WEST WITH THE EAST LINE THEREOF ALONG A FENCE A DISTANCE OF 137.84 FEET TO A W IRON PIPE FOUND FOR THE NORTHEAST CORNER OF SAID RHODES TRACT ON THE SOUTH LINE OF. SAID ROAD: THENCE NORTH 89 DEGREES 45 MINUTES 53 SECONDS EAST WITH THE SOUTH LINE THEREOF AND NORTH LINE OF SAID 39.381 ACRE TRACT ALONG AND NEAR A FENCE A DISTANCE OF 1175.98 FEET TO A WOOD RIGHT-OF-WAY POST FOUND FOR THE BEGINNING OF A CURVE TO THE RIGHT HAVING A RADIUS OF 526.71 FEET AND A CHORD WHICH BEARS SOUTH 45 DEGREES 37 MINUTES 24 SECONDS EAST A DISTANCE OF 741.47 FEET: THENCE IN A GENERAL SOUTHEASTERLY DIRECTION CONTINUING ALONG SAIO ROAD ALONG AND NEAR A FENCE AN ARC DISTANCE OF 821.71 FEET TO A POINT IN A 20' HACKBERRY TREE FOR THE END OF SAID CURVE; THENCE SOUTH 01 DEGREES 05 MINUTES 59 SECONDS EAST CONTINUING ALONG SAID ROAD ALONG AND NEAR A FENCE A DISTANCE OF 1263.70 FEETTO THE PLACE OF BEGINNING AND ENCLOSING 90.32 ACRES OF LAND MORE OR LESS, Exhibit D -Page I Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Tract I Being all that certain lot, tract or parcel of land situated in the W. A. Thompson Survey, Abstract Number 1238 in Denton County, Texas, being all of Lots 5, 6 and 7, Block 3 and all of Lots 7, 8, 9, 10 and 11, Block 5 of Lake Ridge Estates, an Addition to Denton County, Texas according to the plat theroof recorded in Cabinet F, Page 350, Plat Records, Denton County, Texas, and being more particularly described as follows: Beginning at an iron rod found for corner in the East line of Lake Ridge Circle, an unimproved public roadway having a right-of-way of 60.0 feet and in the South line ofFarm-to-Market Highway Number 2153, a public roadway having a right-of-way of 90.0 feet, said point being the Northwest comer of said Lot 7, Block 5 of said Lake Ridge Estates; Thence South 86° 46' 17" East, 215.11 feet with said South he of said Farm-to-Market Highway to an iron rod found for comer, said point being the Northeast comer of said Lot 7; Thence South 01" 59' 12" West, 1368.78 feet with the East line of said Blocks 5 and 3 to a fence coma for comer, said point being the Southeast comer of said Lot 7 in said Block 3; Thence North 87° 53'05" West, 317.70 feet with the South line of said Block 3 to an iron rod set for comer, Thence North 87" 58' 30" West, 269.70 feet with said South line of said Block 3 to an iron rod set for comer, said point being the Southeast comer of Lot 4 in said Block 3; Thence North 01" 59' 12" East, 300.00 feet with the East line of said Lot 4, Block 3 to an iron rod set for comer in the South line of said Lake Ridge Circle; Thence South 87" 58'30* East, 290.31 feet with said South line of said lake Ridge Circle to an iron rod set for comer, Thence along the arc of a curve to the left having a central angle of 210° 02'30", a radius of 60.0 feet, an arc length of 219.95 feet, whose chord bears North 47° 00' 20" East, 115.90 feet with said South line of said Lake Ridge Circle to an iron rod set for comm Thence North 01° 59'12" East, 987.06 feet with the East line of said Lake Ridge Circle to the Place of Begiaaing and containing 9.229 saes of land, more or less. Tract M Being sU that ccrt3in lot, tract or parcel of land situated in the W. A. Thompson Survey Abstract Number 1238 in Denton County, Texas, being all of Lots 1, 2, 3 and 4, Block 5 of Lake Ridge Estates, an addition to Denton County, Texas according to the plat thereof recorded in Cabinet F, Page 350, Plat Records, Denton County, Texas, and being more particularly destarbed as follows: Beginning at an iron rod set for comer in the West Me of Lake Ridge Circle, an unimproved public roadway baying a right-of-way of 60.0 feet, said point being the Southeast comer of Lot 5 in said Block 5 ofsaid Lake Ridge Estates; Thence South 01" 59' 12" West, 672.80 feet with said West line of said Lake Ridge Circle to an iron rod set for comer, said point being the Southeast comer of said Lot I in said Block 5; Thence North 87" 58'30" West, 259.02 feet with the North line of said Lake Ridge Circle to an iron rod set for comer said point being the Southeast comer of Lot 15, Block 4 of said Lake Ridge Estates; Exhibit D - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 vl0 1285815-00010 Thenc North 01° 59' 12° East, 672.80 feet with the East line of said Block 4 to an iron rod set for comer, said point being the Southwest comer of said Lot 5 in said Block 5; Thence South 87° 58' 30' East, 259.02 feet with the South line of slid Lot 5 in said Block 5 to the Place of Beginning and containing 4.001 acres of land, and together with a Right-of-Way Easement granted by Tommy G. Miller and wife, Gaila S. Miller, Nancy Griffin and James C. Phillips over and across the West ten (10) feet of Lots 5 and 6, Block 5, Lake Ridge Estates. Exhibit D - Page 3 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 FIELD NOTES to all that certain tract of Wd situated in the W.A. Thompson Survey, Abstract Number 1238, Denton County, Texas and being all of the called %000 an bract described in the deed from Harald C. Sundemw to Donnie Lee Spans et.ux recorded in Voturne 953 Page 971 of the Deed Records of Devon County, Texas as recogn¢ed and occupied on the grornd; the subject tract tieing more partutarly described as follows; BEGINNING for the Northwest comer of the Iract being described herein at a'V iron rod found for the Northwest comer of said 10.000 acre tract at the Northeast comer of Lot 7 in BW 5 of Lake Ridge Estates. an addition in Denton County, acco* to the Plat thereof recorded th Cat>tiiiet F Page 170 d the ft - Records of Denton County, Texas, sad rod being on the South #W-" r *of F.T. RoM 1153; THENCE North 88 degrees 37 minutes 49 seconds East with the South Me Ihereof and North line of sad 10.000 aces *ng and near a fence a distance of 317.49 feet to a iron rvd set for the Nor - comer of said 10.000 acres; THENCE South 01 degrees 12 minutes 33 seconds East with the East Erne tbereaf along and near a fiance a distance of 1371.78 feet to a wood fence comer post for the occxpied Sodeast comer of sad 10,000 3I THENCE South 89 degrees 05 minutes 07 seconds West with the South line thereof along and near a ftra a distance of 318.21 feet to a'W iron rod found for the Southwest comer of said 10.000 acres and.the Southeast comer of lot 7 in Bloclc 3 of sad Estates; . THENCE North 01 degrees 10 minutes 44 seconds West with the East line of said Estates and West (me of said 10.000 acres along and near a fence a distance of 1369.25 feet to the PLACE OF BEGINNING and enclosing 10.00 acres of land more or less. Exhibit D - Page 4 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT E Legal Description of Property Owned by Campbell Road BEING all that certain lot, tract, or parcel of land situated in the W. A. Thompson Survey Abstract. Number 1238 in Denton County, Texas, being a part of that certain tract of land conveyed by deed from Gaines F. West, II, Executor to Joseph Mortazavi and Klmiela Mortazavi recorded under Document Number 2004-25480, Real Property Records, Denton County, Texas, and being more particularly described as follows: BEGINNING at an iron rod found for comer in the north line of Farm-to-Market Highway Number 2153, a public roadway having a right-cf-way of 90.0 feet, said point being the southeast corner of Lot 10, Block B of Lakeview Ranchettes, an addition to Denton County, Texas according to the plat thereof recorded in Cabinet E, Page 177, Plat Records, Denton County, Texas; THENCE N 01 ° 44' 26' E, 786.36 feet with the east line of said Block B of said Lakeview Ranchettes to an iron rod found for comer, said point being the southwest comer of that certain tract of land conveyed by deed from Joseph Mortazavi and Kimiela Mortaravi to Scott Edwards recorded under Document Number 2004-38120, Real Property Records, Denton County, Texas; THENCE S 88' 01' 19' E, 404.85 feet with the south line of said Edwards tract to an iron rod found for comer, said point being the southeast comer of said Edwards tract; THENCE N 01' 58' 41' E, 35.00 feet with the east line of said Edwards tract to a United States Army Corps of Engineers monument found for comer in the south line Farm-to-Market Highway Number 455, a public roadway having a variable width right-of-way, THENCE S 88° 01' 19' E, 549.86 feet with said south line of said F.M. 455 to a United States Army Corps of Engineers monument found for comer, said point being the northwest comer of that certain tract of land conveyed by deed from Oscar Albert Shelton, Trustee, to Oscar Albert Shelton recorded under Document Number 2005-129093, Real Property Records, Denton County, Texas; THENCE S 01° 32' 08' W, 816.14 feet with the west line of said Shelton tract to an iron rod found for comer in said north fine of said F. M. 2153; THENCE N 88° 20' 06- W, 957.77 feet with said north line of said F. M. 2153 to the PLACE OF BEGINNING and containing 17.650 acres of land, more or less. Exhibit E - Page I Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT F CCN Release Agreement CONDITIONAL SERVICE AREA RELEASE AGREEMENT This Conditional Service Area Release Agreement (the "ggreement") is executed by JNC Partners Denton, LLC White Cake Denton, LP ("White Cake"), and Bolivar Water Supply Corporation ("Bolivar) to be effective when fully executed. WHEREAS, JNC is a Texas limited liability company engaged in real estate development; and WHEREAS, White Cake is a Texas limited partnership engaged in real estate development; and WHEREAS, Bolivar is a non-profit Texas Water Code Chapter 67 water supply corporation; and WHEREAS, JNC, White Cake, and Bolivar are individually referred to as a "Party" and collectively as the "Parties"; and WHEREAS, JNC is the owner of the land more particularly described on Exhibit' A attached to this Agreement (the "JNC PrOpertV 1; and WHEREAS, White Cake is the owner of the land more particularly described on Exhibit B attached to this Agreement (the "White Cake Property"); and WHEREAS, the JNC Property and the White Cake Property are collectively referred to as the "Property"; and Page 1. DALLAS-1083M ~ 2 015615-00010 Exhibit F - Page I Final Agreement - Oct. 7, 2008 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 WHEREAS, the Property is located within an area for which the Texas Commission on Environmental Quality TCEQ'I has issued to Bolivar a certificate of convenience and necessity ("CCN'°) granting Bolivar the exclusive right to provide retail public water utility service to the Property and to other adjacent certificated property; and WHEREAS, JNC has requested that the JNC Property be released, in phases, from Bolivar's. CCN upon the terms and conditions set forth in this Agreement; and WHEREAS, White Cake has requested that the White Cake Property be released, in phases, from Bolivar's CCN upon the terms and conditions set forth in this Agreement; and WHEREAS, JNC and White Cake represent to Bolivar that an alternative public utility is available to provide continuous and adequate service within the bmeframe, at the level, and in the manner reasonably needed or requested by current and projected service demands within the Property; and WHEREAS, Bolivar is willing to release, in phases, the JNC Property and the White Cake Property from Bolivar's CCN upon the terms and conditions set forth in this Agreement; and WHEREAS, Bolivar represents to JNC and White Cake that, -pursuant to Section 13.254(a) of the Texas Water Code, Bolivar has the authority to enter into this Agreement and to perform its obligations under this Agreement; and WHEREAS, the release, in phases, of the JNC Property and the White Cake Property from Bolivar's CCN pursuant to the terms and conditions of this Agreement requires the consent of the TCEQ; and Page 2 DALLAS-1083992 V2 015815.00010 Exhibit F - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 WHEREAS, Bolivar has outstanding indebtedness to the Rural Development, United States Department of Agriculture ("RD') pursuant to Title 7 USCA Section 1926, which indebtedness is secured, in part, by Bolivar's CCN; and WHEREAS, the release, in phases, of the JNC Property and the White Cake Property from Bolivar's CCN pursuant to the terms and conditions of this Agreement requires the consent of RD; and WHEREAS, the Parties desire to set forth in this Agreement the terms and conditions upon which the JNC Property will be released, in phases, from Bolivar's CCN and upon which the White Cake Property will be released, in phases, from Bolivar's CCN. NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS EXCHANGED HEREIN, THE SUFFICIENCY AND REASONABLENESS OF WHICH ARE ACKNOWLEDGED; THE PARTIES AGREE AND BIND THEMSELVES AS FOLLOWS: 1. The matters set forth in the 'HEREAS" clauses of this Agreement are true and correct and form the basis upon which the Parties entered into thin Agreement. 2. The obligations of the Parties under this Agreement are conditioned upon the payment to Bolivar (within 10 days after the effective date of this Agreement) of $3,600.00 as a deposit to reimburse Bolivar for legal, engineering, and other expenses incurred by Bolivar In negotiating and executing this Agreement. If Bolivar's actual incurred costs exceed this deposit, the balance shall be paid at the time of release of escrowed funds. This payment is non-refundable and is not credited against any Release Price (hereinafter defined). A payment of $2,500.00 shall be made with each request for a phased release of certificated service area to cover similar costs incurred by Bolivar. If Bolivar's actual incurred Page 3 DALLAS-1083982 V2 015815-00010 Exhibit F - Page 3 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v10 1285815-00010 costs exceed this deposit, the balance shall be paid at the time of release of escrowed funds. 3. JNC and White Cake shall each have the right, from time to time, to request from Bolivar a release of all or any portion of the JNC Property and White Cake Property, respectively, from Bolivar's CCN. Each release request (a "Release Request') shall be in writing.and shall include the following: (a) A legal description and boundary survey, including plat, of the property to which the Release Request applies (the "Release Pro a and (b) A check payable to an independent third party escrow agent selected by Bolivar (the "Escrow Agent') in an amount equal to $3,000 multiplied times the number of gross acres within the Release Property (the "Release Price") glg_s an amount to pay the fees and expenses of the Escrow Agent, together with written instructions to the Escrow Agent to pay the Release Price to Bolivar upon the delivery to the Escrow Agent of an original or certified copy of the TCEQ Approval (hereinafter defined) and an original or certified copy of the RD Approval (herein after defined); and (c) A check payable to Bolivar for $2,500.00 to reimburse Bolivar for legal, engineering, and other expenses incurred by Bolivar in obtaining a release of the service area. _ (d) A complete application - (including a copy of this Agreement) requesting TCEQ approval to the release of the Release Property from Bolivar's CCN (the "TCEC Application'. DAUAS-1083892 V2 01581500010 Page 4 Exhibit F - Page 4 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 00 1285815-00010 (e) A request for a release of service area at the $3,000 per acre price in Section 3(b) must be made within eight (8) years of the execution of this Agreement. After this period, Bolivar may elect to change the per acre consideration while remaining obligated to release any remaining sections covered by this Agreement upon JNC and/or White Cake fulfilling all conditions precedent created in this Agreement or under Texas law. If Bolivar elects to change the release consideration and such new consideration is deemed to be unacceptable, JNC and White Cake may surrender in writing their rights to request future service area releases. If such surrenders occur, Bolivar shall remain responsible under its CCN for serving the remaining service area. 4. Bolivar shall review each TCEQ Application within 10 days after the Release Request is delivered to Bolivar, and if the TCEQ Application is administratively complete, Bolivar shall execute the TCEQ Application and return it to JNC or White Cake within such 10-day period. If the TCEQ Application is not administratively complete, Bolivar shall notify JNC or White Cake of the deficiencies, and JNC or White Cake shall correct the deficiencies and resubmit the corrected application to Bolivar for execution. JNC or White Cake shall file the executed TCEQ Application with the TCEQ and shall deliver to Bolivar two file-stamped copies of the TCEQ Application, and shall use all reasonable efforts to obtain TCEQ approval (the `TCEQ Approvar) of the TCEQ Application (whether by written authorization of the Executive Director if a hearing is not required or by final order if a hearing is required). Bolivar shall actively support the TCEQ Application, shall cooperate fully in obtaining the TCEQ Approval, and shall take all action reasonably requested by JNC, White Cake, or the TCEQ in connection with obtaining TCEQ Approval. An original or certified copy of each TCEQ Approval shall be delivered to the Escrow Agent. If for any reason JNC or White Cake fails or refuses to prepare, execute, and file the TCEQ Application, Bolivar, shall have the right (but not the obligation) to prepare, execute on behalf Page 5 DALLAS-1083892 v2 015815-00010 Exhibit F - Page 5 Final Agreement.- Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 of JNC or White Cake, as the case may be, and file the TCEQ Application and seek the TCEQ Approval. 5. Within 30 days after the delivery of each Release Request to Bolivar, Bolivar will prepare, execute, and file with RD a complete application requesting RD approval to the release of the Release Property from Bolivaes CCN (the "RD AApplication. Bolivar shall deliver to JNC and White Cake a file-stamped copy of each RD Application and shall take all reasonable efforts to obtain RD approval (the "RD Approval's of the RD Application. Bolivar shall actively support the RD Application, shall cooperate fully in obtaining the RD Approval, and shall take all action reasonably requested by JNC, White Cake, or the RD in connection with obtaining the RD Approval. An original or certified copy of each RD Approval shall be delivered to the Escrow Agent. If for any reason Bolivar fails or refuses to prepare, execute, and file the RD Application, JNC or White Cake, as the case may be, shall have the right (but not the obligation) to prepare, execute on behalf of Bolivar, and file the RD Application and seek the RD Approval. 6. If either the TCEQ or RD denies any TCEQ Application or RD Application, respectively, the Parties shall use reasonable efforts to determine the basis for the denial and shall take such action as may be reasonably necessary to obtain the approvals including, but not limited to, the agreement of the Parties that the property to which the TCEQ Application or RD Application applies may lie within a "dual-serve" CCN area. If, however, notwithstanding such efforts and actions the Parties are unable to obtain the approvals, then Bolivar shall have the right, upon 60 days prior written notice, to terminate this Agreement; whereupon, any funds than being held by the Escrow Agent shall be returned to the Party who deposited such funds (net of fees and expenses due and owing to the Escrow Agent), and the Parties shall have no further rights, duties, obligations, or liabilities under this Agreement. Notwithstanding the foregoing, however, during such 60-day period, JNC and White Cake (with the consent and cooperation of Bolivar) shall have the right to continue efforts to obtain the TCEQ Approval or Page 6 DALLAS-1083992 V2 015815-00010 Exhibit F - Page 6 Final Agreement -Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 RD Approval; and should the approvals be obtained Agreement shall continue in full force and effect. 7. Upon delivery to the Escrow Agent of the TCEQ Approval and the RD Approval applicable to Release Property, the Escrow Agent shall pay the Release Price to Bolivar, whereupon the Release Property shall be immediately and unconditionally released from Bolivar's CCN subject only to the terms and conditions, if any, set forth in the TCEQ Approval and RD Approval and without any further action or approval by Bolivar. Notwithstanding the foregoing, the General Manager of Bolivar is hereby authorized and directed to execute, from time to time, an instrument (in standard form reasonably approved by Bolivar's legal counsel) evidencing each release of Release Property from Bolivar's CCN. 8. The Parties agree to exercise their diligent, good faith efforts to obtain TCEQ Approval and RD Approval of each TCEQ Application and RD Application respectively. Each Party will bear its expenses to obtain such approvals and otherwise to perform its duties and obligations under this Agreement. 9. Any and all notices or other communications required or permitted by this Agreement or by law to be delivered to, served on, or given to any Party shall be in writing and shall be deemed properly delivered, given, or served when personally delivered to the Party to whom it is directed, or in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, certified mail, return receipt requested, at the address for notices set forth in this Agreement. The Parties may change their addresses for the purposes of this section by giving written notice of the change to the other Parties in the manner provided in this section. The address of the Parties for purposes of this section shall be the following until written notice is given of any change: JNC: JNC Partners Denton, LLC Attn: John Lau 2050 North Plano Road, Suite 100 Page 7 DALLAS-1083882 v2 015815-00010 Exhibit F - Page 7 . Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 Richardson, Texas 75082 Phone: (972) 231-9791 extension 231 Fax: (972) 690-0479 E-mail:jlau@jncent.com With a copy to: K&L Gates Attn: Misty Ventura 1717 Main Street, Suite 2800 Dallas, Texas 75201 Phone: (214) 939-5462 Fax: (214) 939-5849 E-mail: misty.ventura®klgates.com White Cake: Kerri Scott 5956 Sherry Lane, Suite 1350 Dallas, Texas 75225 Phone: (214) 750-9407 extension 108 Fax: (214) 692-7147 E-mail: kscott®mtvm.com With a copy to: K&L Gates Attn: Misty Ventura 1717 Main Street, Suite 2800 Dallas, Texas 75201 Phone: (214) 939-5462 Fax: (214) 939-5849 E-mail: misty.ventura@klgates.com Bolivar: Bolivar Water Supply Corporation Attn: President P.O. Box 1789 Sanger, TX 76266 Phone: (940) 458-3931 Fax: (940) 458-7050 E-mail: pollyk@bolivarwsc.com With a copy to: Mark H. Zeppa, Esq. Law Offices of Mario H. Zeppa, PC 4833 Spicewood Springs Road Suite 202 Austin, TX 78759-8436 Phone: (512) 346-4011 Fax: (512) 346-6847 E-mail: mark@zeppalaw.com DALLAS-1083902 V2 015815-OW10 Page 8 Exhibit F - Page 8 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 10. This Agreement supersedes any and all other agreements, either oral or in writing, among the Parties with respect to the subject matter of this Agreement, and no other agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. 11. In the event of a default by JNC or White Cake or by their successors or assigns as permitted by this Agreement, Bolivar shall have all rights and remedies available at law or in equity; provided, however, Bolivar's right to terminate this Agreement must be exercised in writing (with a minimum of 30 days' notice) and shall be limited to material breaches of this Agreement. No termination of this Agreement shall affect any Released Property for which the release from Bolivar's CCN occurred prior to the effective date of termination. If Bolivar terminates this Agreement for a material breach, any funds then being held by the Escrow Agent shall be returned to the Party who deposited such funds (net of fees and expenses due and owing to the Escrow Agent), and the Parties shall have no further rights, duties, obligations, or liabilities under this Agreement 12. This Agreement may be assigned by JNC or White Cake to any successor owner of any portion of the JNC Property or White Cake Property, respectively, or to any lender to JNC, White Cake, or any successor owner without the consent of Bolivar; provided, however, no assignment shall be effective until a copy has been delivered to Bolivar. In addition, all assignments shall be in writing executed by the assignor and assignee and shall bind the assignees to the terms and conditions of this Agreement. Except as provided by this section, neither this Agreement nor any right, title, or interest under this Agreement may be assigned without the prior written consent of Bolivar, which consent will not be unreasonably withheld or delayed. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors and assigns as permitted by this Agreement, and the trustees, receivers, administrators of the Parties and their successors and assigns as permitted by this Agreement. Page 9 OALLAS-1083992 V2 015815-00010 Exhibit F - Page 9 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 13. This Agreement may be amended by the mutual agreement of the Parties in a written instrument specif ically referencing this Agreement. 14. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement. 15. Wherever the context shall so require, all words in the male gender shall be deemed to include the female or neuter gender, all singular words shall include the plural, and all plural words shall include the singular. 16. This Agreement is performable in Denton County, Texas. If any Parry should default on any of the conditions and covenants hereunder or threaten to do so,,or should it be necessary for any reason for a Parry to hire or retain an attorney to represent it in connection with this Agreement, the Party found to be responsible agrees to pay to the prevailing Party a reasonable amount for costs and attomeys' fees. Prior to the commencement of litigation, the Parties agree to submit any dispute arising hereunder not resolved by mutual agreement to non- binding mediation. The parties agree that this Agreement may be enforceable by specific performance as well as any other remedy available at law or in equity. Venue over any civil cause of action arising from this Agreement shall lie in the courts of Denton County, Texas, and shall be subject to and interpreted by the laws of the State of Texas. Venue over any administrative causes of action arising from this Agreement shall lie in the TCEQ and the District Courts of Travis County, Texas, and shall also be subject to and interpreted by the laws of the State of Texas. 17. There are no third party beneficiaries of this Agreement and none are intended. DALLAS-1083992 v2 015815-00010 Page 10 Exhibit F -Page 10 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 00 1285815-00010 18. It is the intent of the Parties that this Agreement be Interpreted as broadly as necessary to achieve the manifest intent of the Parties consistent with the provision of continuous and adequate state-approved retail public water utility service to the Property. If any provision is determined to be invalid or unenforceable, the remainder of this Agreement shall continue to be in full force and effect 19. The following exhibits are attached to and are part of this Agreement: Exhibit A - Legal Description of the JNC Property Exhibit B - Legal Description of the White Cake Property TO BE EFFECTIVE ON THE LATEST DATE EXECUTED AS SHOWN BELOW: JNC Partners Denton, LLC, a Texas limited liability company By: Title: Date: WHITE CAKE DENTON LP, a Texas limited partnership By: White Cake Denton GP LLC, a Texas limited liability company Its: General Partner By: +~8 ~GuvfYtU Title: Nr15 ha al Date: AvY. l 2002, DALLAS-1083992 Vt 015815-00010 Page 11 Exhibit F - Page I I Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 18. It is the Intent of the Parties that this Agreement be in erpreted as broadly as necessary to achieve the manifest Intent of the Parties consistent with the provision of continuous and adequate state-approved retail public water utility service to the Property. If any provision Is determined to be invalid or unenforceable, the remainder of this Agreement shall contin a to be in full force and effect 19. The following exhibits are attached to and are part of is Agreement: Exhibit A - Legal Description of the JNC Property Exhibit B - Legal Description of the White Cake Prope , TO BE EFFECTIVE ON THE LATEST DATE EXECUTED ASISHOWN BELOW: JNC Partners Denton. LLC, a Texas limited liability company JBr Title: Date: C- A a WHRE CAKE DENTON LP. !a Texas limited partnership 13y: White Cake Denton GP LLC, a Texas limited liability company Its: General Partner By. Title: Date: DALLAS-10M= V2 016816-00010 Page 11 Exhibit F - Page 12 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 Bolivar Water Supply Corporation By: Title: Y~, e j,'-Wek0'" Date: A - 40 V OALLAS-1083992 v2 01 set s-00010 Page 12 Exhibit F - Page 13 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v10 12858 15-000 10 Exhibit A Legal Description of JNC Property DUPIT 'A' Being all that certain tract or parcel of land situated in the A.W. Patton Survey Abstract No. 990 and the W. Thompson Survey Abstract No. 1238, Demon County, Texas and being more particularly described by mates and bounds as follows: Feld Notes to that certain tract of land shunted In the William A. Thompson Survey Abstract Number 1238, the A.W. Patton Survey, Abstract Number 990 In Denton County, Taxes and being 111 of the called 1• and 24 and 3' tracts described in the deed from Mrs. Evelyn Benton to Kenneth Craver recorded in Volume 445 Page 40 of the Deed Records of Dutton County, Turns and being a pert of the called 240 acre First Tract and all at the caged 400' acres Second Tract described In the deed from James E. Kemp to Kennett Craver recorded In Volute 417 Page 416 of said Deed Records and being 16 of to called 358 5/16 eve tract described in tro dead from Roy ambry at tai. To Kenneth Craver recorded In Volume 439 Page 186 said Deed Records and also being a part of the called Flat Tract described In the dead from W.R. Waggoner and Susie Waggoner to Kenneth Craver fecorded in Volume 440 Page 45 of old Deed Records as recognized and oaupled an the ground, the subject tract being more particularly described es follow. - BEGINNING for to Northeast comer of the tract being described herein at e capped iron rod set for a comer in the North fine of said 1e tract and the West right-cf-way One of F.M. Highway 2153, also being the Southeast comer of a called 56.369 acre tract described In the deed from Jo Ann Terry and Curtin 0. Allan to Glens Dean Allen recorded In Volume 2331 Page 482 of the Real Property Records of said County; THENCE South 00 dogmas 15 minutes 38 seconds East with thiWest right of way line of said Highway a distance of 3631.28 feet to a upped trot rod for an angte polm in sold Highway; THENCE South 00 degrees 00 minutes 37 seconds East with said Highway a distance of 555.94 feet to a capped iron rod sat for the Southeast comer of said 11 tract, same being the Northeast coma of the called 15.000 acre tract described in the deed to Herold Dean McSween and Wynons McSwesn. Trustees recorded In Volume 3459 Page 327 of said Real Property Records; THENCE North 89 degrees 58 minutes 17 seconds with the North line of said 15.000 acres, same being the Northeast comer of said 358 5115 eves, said coma also being the Beginning Paint of that certain Flowage Easement DALLAS-1083992 v2 015815-00010 Exhibit A - Page 1 Exhibit F - Page 14 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 tract 241 .5 described in the Notice of Us Pendens recorded in volume 2263 Page 186 of said Real Property Records;. THENCE in a general Southeasterly direction along and near a fence with said flowage easement boundary fine the following 23 courses and distances; 1.) South 00 degrees 14 minutes 21 seconds East a distance of 303.22 feet to a 1' Iron rod found; 2.) South 00 dogmas 46 minutes 40 wands East for a distance of 331.11 teat to a capped Iron rod found; . 3J South 00 degree 48 minutes 45 seconds East for a distance. of 243.88 feat to a metal fence comer post for the Southeast coma of a called 18.364 acre tract described In the dead. to HBC Broadcasting Taxes, L.P. recorded in Volume 4776 Page 188 Real Property Records; 4.) South 73 degrees 02 minutes 27 wands East for a distance of 237.55 feet to a upped ton rod sat; 5.) South 81 degrees 25 minutes 13 seconds East for a d'utancs of 288.10 feet to a 3/8' tron rod found; 6.) South 10 degrees 13 minutes 50 seconds East for a distencs of 137.92 feet to a 318' fron red found; 73 South 31 degrees 25 minutes 10 seconds East for a dieterm W 81.06 feet to s 318' Iran rad found; . 8.) South 47 degrees 46 minutes 25 seoonds East for a distance of 67.31 feat to a 318' Iron rod found; 9.1 South 57 dograaa 68 minutes 46 seconds East for s dIsLnct of 30.17 feet to a capped iron rod set; 10.1 South 80 degree 34 minutes 30 secede East for a distance of 28.49 feat to a 318' Iron rod found; 11.) South 88 degree 02 mUwtas 17 seconds East for a distance of 342.84 feet to a 5/8' Iron rod found for the Northwest comer of the aped 37.7184 ace tract described in the dsed'to Larry Hibbard at=. recorded in Volume 4505 Page 2008 Real Property Records; 12.) South 07 degrees 27 minutes 32 seconds East for a distance of 632.87 feet 13.) South 03 degree 68 minutes 17 seconds East tar a distance of 210.34 feet 14.) South 13 degrees 14 minute 58 seconds East for a distsna of 106.56 feet 15.) South 18 degrees 17 minutes 64 seconds East for a disUhce of 77.78 fast 16J South 17 degree 36 minutes 49 seconds East for a distance of 178.65 feat DALLAS-1083992 v2 015815-0W10 Exhibit A - Page 2 Exhibit F - Page 15 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 17.) South 27 degrees 49 minutes 56 seconds East for a distance of 57.16 feet; 18.1 South 35 degrees 05 minutes 30 seconds East for a distance of _ 64.50 feet; 19.) South 75 degrees 34 minutes 28 seconds East for a distance of 117.45 feet; 20.) North 87 degrees 05 minutes 13 seconds East for a distance of 145.94 feet; 21.) South 60 degrees 28 minutes 27 seconds East for a distance of 116.10 feet; 22.) South 22 degrees 11 minutes 52 seconds East for a distance of 147.48 feet to a, X' capped iron rod set; 23.) South 89 degrees 41 minutes 31 seconds East for a distance of .571.10 feet to a K' capped iron rod set or the Southeast comer of said Hibbard tract an the West right of way line, of said Highway; THENCE South 00 degrees 00 minutes 38 seconds East with the West right of way line of said highway for a distance of 3145.21 feet to a capped iron rod set for the beginning of a curve to the left; THENCE with the West right of way line of said highway along a curve to. the left having a radius of 1190.92 feet and an arc length of 132.05 feet - being subtended by a chord of South 03 degrees 11 minutes 13 seconds East for a distance of 131.98 feet to a capped iron rod set for the Southeast corner of-the herein described tract ln.Shepard Road in the South line of said Survey and last mentioned Craver tract; THENCE North 89 degrees 46 minutes 31 seconds West with said line in said Road a distance of 4749.05 to a capped iron rod set for the Southwest comer of the said 358 5/16 acre tract; THENCE North 00 degrees 10 minutes• 40 seconds East with the West line thereof a distance of 2914.29 feet to a capped iron rod set; THENCE South 88 degrees 48 minutes 27 seconds West for a distance of 4780.48 feet to a capped iron rod set in the West line of said Thompson Survey and the East line of said Patton Survey; THENCE North 00 degrees 04 minutes 01 seconds West with said common Survey line a distance of 1060.53 feet to a wood fence comer post for the Northeast comer of the called 101.25 acre tract described in the deed to Paul C. Guzik recorded in Volume 4539 Page 1978 Real Property Records; DALLAS-1083992 v2 015815-00010 Exhibit A - Page 3 Exhibit F - Page 16 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 THENCE South 89 degrees 24 minutes 48 seconds West with the South line of the above mentioned in tract a distance of 2288.75 feet to a capped iron rod found for the Northwest corner of the called Tract I said Guzik deed; THENCE South 88 degrees 51 minutes 54 seconds West for a distance of 248.71 feet to a capped iron rod found for the Southeast comer of the called 66.247 acre tract described in the deed to Gregory James Egnar, Jr. and Sue Ellen Egner recorded under Clerk's File Number 96-0049242 Real Property Records; THENCE North 00 degrees 01 minutes 41 seconds East for a distance of 4076.10 feet to a K" iron rod found for the Northwest comer of the 1" tract described in Volume 417 Page 416 of said Craver deeds and being the Southwest corner of Lot 1 Block one, of Lot 1 Block One, Nye Addition, an addition in said County, according to the Plat thereof recorded in Cabinet G Page 2213 Plat Records Denton County, Texas; THENCE North 89 degrees 24 minutes 17 seconds East with the South line thereof a distance of 390.88 feet to a Y,' iron rod found for the Southeast comer of said Lot; THENCE North 89 degrees 13' minutes 19 seconds East continuing with the North line of said Craver tract a distance of 2132.51 feet to a capped iron rod set for the-Southeast comer of Quail Ridge Addition as shown on the Plat thereof recorded in Cabinet D Page 231 of said Plat Records, said comer also being in the,Wast line of Block 1 of Culp Branch Addition as shown on the Plat thereof recorded in Cabinet B Page 323 of said Plat Records; THENCE South 00 degrees 42 minutes 30 seconds East with the West line of said Block 1 passing the Southwest comer thereof and continuing along said course, in all, a total distance of 1977.58 feet to a capped iron rod set for the Southwest comer of that certain tract Identified as Exhibit "8" in the instrument recorded in Volume 2139 Page 952 of said Real Property Records; THENCE North 89 degrees 50 minutes 20 seconds fast with the South fine of the last mentioned tract along and near a fence a distance of 1884.63 feet to a capped iron rod set for the Southeast comer thereof and being the Southwest comer of the above mentioned Craver 2" tract; THENCE North 00 degrees 22 minutes 30 seconds West with the West line thereof passing it's Northwest comer and the Southwest comer of DAUAS-1083992 V2 015815.OW10 Exhibit A - Page 4 Exhibit F - Page 17 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 the Craver 3'° tract and continuing along the West line thereof, a total distance of 2799.94 feet to a capped iron rod set for the most Easterly Northeast comer of the above mentioned Culp Branch Addition; THENCE North 00 degrees 35.minutes 19 seconds West again with said West line a distance of 465.52 feet to a metal corner past for the Northwest comer of said TO tract; THENCE North 89 degrees 36 minutes 58 seconds East_ with the North line thereof and the South line of Lake Ridge Estates an addition in said County, according to the Revised Plat thereof recorded in Cabinet F Page 350, Plat Records, a distance of 898.29 feet to a 1/2' iron rod found for an angle point in said South line; THENCE North 89 degrees 51 minutes 35 seconds East again with the North line of said 3n0 tract a distance of 1978.29 feet to a metal fence comer post for the Northeast corner of said 3'd tract;' THENCE South 02 degrees 32 minutes 59 seconds East with the East line thereof a distance 422.73 feet to a metal fence corner post for the Northwest corner of the above mentioned 1 a tract; _ THENCE North 89 degrees 42 minutes 58 seconds East with the North line thereof a distance 768.78 feet to a iron rod found for the Southwest comer of the taped 65.940 acre tract conveyed in the deed to Donna Small, Trustee recorded under Clerk's File Number 96-R0001704 Real Property Records; THENCE North 89 degrees 46 minutes 02 seconds East with the South line thereof and the North fine of said 1` tract along and near a fence a distance of 1622.87 feet to a metal fence corner post for the Southeast comer of said Small tract; THENCE North 89 degrees 50 minutes 47 seconds East continuing with said North line a distance of 238.19 feet to the PLACE OF BEGINNING. and enclosing 1898.19 *acres of land. DALLAS-1083992 V2 015815-00010 Exhibit A - Page 5 Exhibit F - Page 18 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHO "A" BEING A that owtaln tract d land situated in the P. G. YARBROUGH SURVEY, ABSTRACT NUMBER 1447, Dentan County, Tares and being d of a called 21IL73 sore tract d lard described In the Deed from Chars Tucker Testamentary Trust to C. Dean DavE as recorded In Instrument Number 2006112203 Of Oro Real Property Records of sold County, the subject tract bang more particularly described as follows. BEGINNING at a to Inch Iron rod found In the East One of FM 2164 for the Northwest canna of sad Dean tract and the So ttmest comer of a called 643298 acre tract at land desalted In the Deed from Dan Reding, Trustee of the Mary Lau Raft Grantor Trust to Dan Reding as recorded In Yak= 4464. Pape 2080 of said Rea Property Records; THENCE North 88 degrees 59 minutes 28 seconds Fast w0h the South Ine thered and the North Ore of said Dean tract along acid now a fence a distance of 4281.31 feet to a wood face corner post found on the East One of said Storey far the Southeast caner of said Reding tract and the Northeast carter of said Dean bad and berg on the West One d a grwat road posted as Indian Wets; THENCE South 00 degrees 42 mhtas 54 seconds East with the Wet be thereof and the East One of said away and 0r. East line of sold Dew*M along and now a double torus a dismnoe of 2339.70 feet tq capped 12Inch ton rod set in the bud of an asphalt road posted ors Grfibhle Springs Road and connects to said Indian Wda Rood for the Southeast corer of said Dean tract THENCE South 89 degrees 05 mh1w 32 seconds Wast with the South One thereof and slap or now the middle of sold Gdbble Sp tw Road pad an angle to. the Nartanest n said toad 912702%d and owtin ft along said course a toted dlotance of 3028.62 feet to a capped 12 Inch Yon rod ad In a fence In the occupled west Ina of said,a+vey for the Southwest omer of sold bean tract THENCE North 00 degrees 57 m1mbe 26 seconds West wdh 00 West One thereof Ping said GIN* Sprhp Road at 43 teat and cantlrwtrg along sold Doane a total adanee of 1364.22 feet to metal fence comer post found for the Northeast comer of a called 15.00 sae tract of lard described In the Deed to Bobbie J. TAWtsch as recorded In Volume 1783, Page 40 of sad Rea Property Records; THENCE South 89 dogma 23 minutes 13 seconds West wth the North IYe thereof and a South Ore Of said Dean trad Wong and raw a term a distance of 125270 fad o W u-tle fetnce Co. a post for the moat Wastarty Southwest Dona of said Dean trod and Via Southeast coma of a cried 0.881 - trod Of lard deacdbed in the Deed from Mortgage eadrordc Regldtrs,,. Systems, Yr to Household Fhww;v CorP-10 as recorded in Instrument Number 200ti-W= of sold Real Ropaty Records; THENCE North 00 degrees 48 minutes 60 seconds West with the East One thered and a West One d sad Dean trod along and now a fence a distance of 467.71 feet to a Sr8 Irish Yon rod bxW for the North o mw of said 0.881 acre bad in the E29 Tine of sold FM 2164 at the be h*V of a 0-m to the left hwAng a radha of 95537 feet and a acrd bearkv and distance of North 00 1191 69 minutes 28 seconds 122A feet THENCE Wong said curve with sold East Me of FM 2164 an etc distance of 122.95 feet to a woad ROW marker THENCE Nath 00 degrees 57 mhAm 01 seconds West with the East Ins of FM 2164 and a West Tate of sad Dean tract a distance of 1180.88 toot to the PLACE OF BEGINNING and endmlrg 219.478 acres of lad more a less. DALLAS-1083992 V2 015815-00010 Exhibit A - Page 6 Exhibit F - Page 19 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 Exhibit B Legal Description of White Cake Property DESCRIPTION Tract 1 205.00 ACRES M thol •certaln tract of land situated in the John Morton Survey, Abstract Number 792, Denton County, Texas, and a part of o called 643.298 acre trod of land described in a deed from Don Reding, Trustee of the Mary Lou Reding Grantor Trust to Dan feeding recorded in Volume 4454, Poge 2090, Real Property Records of Denton County,- Texas, bnd being more particularly, described as follows: COMMENCING from o. pipe fence corner post at the recognized and occupied Northeast comer of said Reding tract; HENCE South 00 Degrees 23 Minutes 08 Seconds East a distance of 1175.51 feet to a capped iron rod found for a comer, and being the Point of Beginning of t" herein described tract and being the Southwest yomer of Lot 1 Block One Nye Addition, an addition in sold County, as shown on the Plat thereof recorded in Cabinet G Page 213 Plat Records Denton County, Texas;; THENCE North 89 Degrees 24 Minutes 17 Seconds East a distance of 5.09 feet to a 1/2" iron rod found for comer, THENCE-South 00 Degrees 01 Minutes '41 Seconds West continuing with the East line of sold Reding tract along or near a fence a distance of 1229.76 feet to a capped iron rod found for the Southeast comer of the herein described tract; THENCE South 89 Degrees 48 Minutes 35 Seconds West with a line parallel with the North One of said Reding - tract with a line severing said Reding tract o distance of 5200.28 feet to a capped iron rod found in the West line of said tract and the East right-of-w line of F.M. Road 2164 in o non-tongant curve to the left having o radius of 118&30 feet; THENCE in a Northeasterly direction along the arc of said curve with the East right=of-ray One of sold F.M. Road an arc distance of 644.90 feet (chord bearing of North 16 Degrees 28 Minutes 45 Seconds East a -distance of 536.99 feet) to a capped iton rod found for comer, THENCE North 00 Degrees 54 Minutes 20 Seconds East with the East right-of-way line of said F.M. Road a distance -of 333.40 feet to a capped iron rod found the most Westerly Northwest corner of sold Reding tract, being the- Southwest comer of Wild Wept Addition on addition in said County, according to the Plat thereof recorded In Cabinet G Page 150 Plot Records; THENCE North 89 Degrees 46 Minutes 44 Seconds East with the South.line of said Wild West Addition and a North fine of acid Reding trod along or near a feriae a distance of 1565.04 feet to a metal "t" post fence comer found for the Southeast corner of sad Addition; THENCE' North 00 Degrees 12 Minutes 04 Seconds East with the East Tme thereof. and -the most Northerly West line of said Reding tract along or hedr o fence a distance of 1460.86 feet to a copped iron rod found for the Northerly 'most Northwest comer. of Said Reding trail; THENCE North 89 Degrees 48 Minutes 35 Seconds East with the Norffl 'fine thereof along or near a fence a distance of 2690.63 feet tq at capped. iron rod found ot.the Noftwest comer of a 20 acre tract surveyed under the drnction and supervision of J.E. Thompson--on 7/18/05; THENCE South 00 Degrees 23 Mhfutee 08 Seconds East with the Wyst 6ne thereof, o distance of 1175.51 feet to o cappeQ • iren rod set for the Southwest comer of sold 20 acre troet; THENCE North 89 Degrees 48 MMutes 35 Second8 East with the Sottth lina-themd. a.diistorics of 741.13 feet to the PLACE OF BEGINNING and enclosing 205.00 acres of. fond; more or lase. DALLAS-1083992 J2 015815-OW10 Exhibit B - Page 1 Exhibit F - Page 20 Final Agreement - Oct. 7, 2008 DALLAS-1 123766 v 10 1285815-00010 DESCRIPTION Tract 2 203.00 ACRES All that certain tract of land situated in the Jghn• Morton Survey, Abstract Number 792, and the P. Yarbrough Survey, Abstract Number 1447, the Norment Survey, Abstract Number 965 and the J.W. Jagoe Survey, Abstract Number 1640 Denton County, Texas, and o part of a called 643.298 acre tract of land described in o deed from Don Reding, Trustee of the Mary Lou Reding Grantor Trust to Don Reding recorded in Volume 4454, Page 2090, Real Property Records of Denton County, Texas, and being more particularly described -as follows BEGINNING for the Southeast comer of the tract being described herein at a• point at the base of an old 'fence comer post for -the most Easterly Southeast comer 'of said Reding tract and being 'the recognized and occupied Southeast comer of said Morton Survey; THENCE North 86 Degrees 42 Minutes 20 Seconds West with the South One of said Morton Survey and along or near a fence a distance of 069.34 feet' to a point at the base of an old fence comer post in the East line of sold Yarb h Survey of a re-entrcnt corner of said Reding tract; THENCE South 86 Degrees 49 Minutes 33 Secondds~ Wert. with a ins severing said Reding tract a distance of 4284.78 feet to a copped iron rod f%nd In the West line of sold Reding tract and the East right-of-way line of F.M. Rood.2164; THENCE in a general Northeast" direction with' the East right-of-way line of said F.M. Rood the following 6 courses- and distances;' 1.) North 00 Degrees' 14 Minutes 40 Seconds West o distance of 120.62 feet to a capped iron rod found for the beginning of o curve to the right having a radius of 1076.30 feet; 2.) along the arc of said curve an ore distance of 327.60 feet (chord bearing North 08 Degrees 28 Minutes 31 Seconds East o distance of 326.34 feet) to a capped Iron rod found for the end of said curve; 3.) North 05 Degrees 36 Minutes 52 'Seconds Eqpt a distance of 101.94 feet to a capped iron rod set for the beginning of a non-tongant. curvef:to the right having a radius of 1101:30 feet; 4.) along the arc of said curve an are distance; of 649.51 feet (chord bearing of North 39 Degrees 17 Minutes '35 Seconds East a distance 61 -640.14 feet) to a capped iron rod found; 5.) North 56 Degrees 11 'Minutes 20 Seconds Fast a distance of 404.80 feet to a capped- iron rod set for the beginning of a curve to the left NwIng a radius of 1186.30 feel: 6.) along the arc of said cures an arc distance. of 499.74. feet (chord bearing of North 44 Degrees 07 Minutes 15 Seconds East a distance of 496.05 feet) to o capped iron rod- 4ound for the Northwest comer of the herein described trod; THENCE North 89 Degrees 48 MMUtea 35 Seconds East with c One severing said-116 ding trod a distance of 5200.28 feet to a capped iron rod falxld in the East One of acid Reding tract and said Morton Survey; THENCE South 00 Degrees 01 Minutes 41. Second . West with said East One along or near a fence a distance of 1520.56 test to .the PLACE of BEGINNING and enclosing 203.00 acres of loud. DALLAS•I D83M v2 015815-00010 Exhibit B - Page 2 Exhibit F - Page 21 Final Agreement - Oct. 7, 2008 DALLAS-I 123766 00 1285815-00010 DESCRIPTION Tract 3 215.21 -ACRES Ali that certain tract of land situated in the P. Yarbrough Survey, Abstract Number 1441, Denton County, Texas, and a part of a called 643.298 acre tract of land described in a dead' from. • Dan Reding, Trustee of the ' Mary Lou Reding Grantor Taut to Dan Riding rbcordid In Volume - 4454, Page 2090, Red Property Records of Denton County, Texas, and being moro parucularly. described 'as follows: BEGINNING for the, Southwest comer of the tract being described heroin at o capped iron rod found in the East right-of-wdy fine of F.M. Road 2164 at the Southwest comer of said Reding tract; THENCE North 00 Degrees 14 Minutes 44 Seconds West with the East right-of-way Una of said F.M. Road along or near a -fence a distance of 1147.12 feat to a capped Iron rod found for. comer, THENCE North 13 Degrees 47 }finites 30 Seconds East with the East right-of-way line of said F.M. Road a distance of 105.03 feet toa capped iron rod found for comer, THENCE North 00 Degrees 14. Minutes 40 Seconds West continuing with the East right-of-005 Gne'of said F.M. Road a distance of 830.48 feet to o capped iron rod found-for the Nortlte'bst corner of the herein described tract; THENCE North 86 Degrees 49 Minutes 33 Seconds East With a line sevaAng said 'Reding tract a distance of 4284.78 feet to the base of an old fence comer post in the East line of said Survey; THENCE South DO Degrees 02. Minutes 21 Seconds West with sold Survey Una along or nqw a fence o distance of 2296.05 feet to a fence comer post found for the- SoulheoM comer of said Reding tract; THENCE South 89 Degrees 44. Minutes 52 Seconds West with the South One thereof along or near a fence a distance of 4292.79 feet to the PLACE OF BEGINNING and' enctosing 215.21 acres of land. DALLAS-1083992 V2 0158154=10 Exhibit B - Page 3 Exhibit F - Page 22 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT G Proposed Concept Plan Alternatives Exhibit G Final Agreement - Oct. 7, 2008 DALLAS-1 123766 00 1285815-00010 ty':", ~F ,i _ 'til @ -.'~.~'r 1 - - ~ _ ~ - , is ~ 'x ~s • 'r f rr - v arm' ~ _ ~ ".--'Y 'tee . r ~ ~ < 7 W F ~ ~ ! r j' Z~ ~ ~ ~ 6 ~ ~ r t.' t f. /k ' L t ~3. . s r./ / t% ~ W . ~ * e ~ ' ~ ` t' fir. r 4J~- I ~ ~ i. r'" i opt;, x° K _i,+;`r 4 C ~ ; ,.Sr. . ~ `rte _ ~ v r n Y:~ 1~ ~ ~ m s 4, „i re~i w .i r • y r 7At r Q C < C ^ t C < ~y 'sR~ ~~iyR ~r ' , T pit G r h ~ -0_ O 'ti ~ rf. - - N u y' T ti! r. ~ ~ 1 7 I ~ ~ / P 2 C ~•y ~ ^ 7 .SC r ~ n „ ~ ~ of _ !rd's] F `A~:. a .,e a: ,Z~- cY cwt v v L r< ~ , _ _ I ` % 1t 3i C ea Y < L ~ r• ` ~3 ~ ~ : " ~ ' J ? i j6;rM 7 ? ~ DZ ~-t'n'rr`.! ~ JiYf ~ r ,O 5 c ~ - / - n< a. ;i ~ r ~ `'{(obi V' ~ :s (i ~ ~ y < o ~ ~ ( .,~>~~ry'.f'"r'~r ~ r ' ~ .E ~ ~ s0 - ~ t Q r ` t ~ ~ a m,~- r.. ~ - ~ nV ,~➢'$Z ti ~.✓'r: ;~y fem. tL ~ !IZ s ``til; •s • : y ~ ` , ~,:fi~""' ~ ~ ~ ~U - r i+'s~~ . r r~ v - t ~ y i~'!;'y C. ~lx~en'.../r'ti'X~::•eC.t..L~.e.: byt« _ < e ~ s A. c , ~ < P < 3. g V r a ~ ~ • , ~ L ~ iJ ~+L~~ 1! 1 R f ~ ~ . ! } - ..~y. Y~< " fit. ~'v,"~~,f`'~ - ~ - ~ ti ~ y=cszy'~c O ~ • r J 4C Y: ~ ~ R . F .~~s ~ r. ~ ~ + ~ . ' ~ ~ ti. s tr'%~~ ~v~~. n -y . 4 .,~.,ti s; ///1 ~q5; ? ~ , - :i: i f ~i ~ ~ rah, j5 p "a~ ~ - ~ I r .."'N/ " ~ r' ~ ~ .1 ~ ~ Q U ti < l: L' V J il U ' ~ ' ~ _ ' y~ ~ ~ f ' yK, w ' y 3 t 3 ~ . ~ _Js' ~ A _ P. aaL . a 3 r :r; a~! m ,r rb < ~ ~ a. is-. ~ .4U V a` Q i ° _ . ~ err lEZ J.. ; ~ n~ r ~ 'l is a icF tl: ~ 'S i ~ ~ L O: t u ~ ~ i a J+ G n A ~'t ~ l!` Y `:f .t t ~ K 'L..~ ~ rk _ s [Yr ~ I r~ ' ~ Y < 5' a + z F~ ~ ~ °,{y~ x'+ + .i yy .mow r~I .~Q r:- i : N.. • . , ~ `its +~Y. [ C^' _ ^ «t A !f L t~t_~ ' < _ t.m{-7. ~ r 1*ly + o ~ r a 1r ~°.?~~,-,x ,,i y F An {~(1 . < Fem. ~ ~ < \ O ~ s ~-T r < • i ~ < • z L'_ ~ a2 ~ J * . 'a E EXHIBIT H Land Use Regulations The following land use regulations shall apply to the development of the Property as set forth in this Agreement. All capitalized terms used in this exhibit shall have the meanings attributed to them herein or in the body of this Agreement. 1. A maximum block length of 1,200 feet between street intersections is permitted, and no maximum block length applies when blocks back up to developed properties, FEMA floodplains, non-FEMA watercourses, open spaces, major gas lines, major electric lines, or freeways with frontage roads. 2. A maximum cul-de-sac length of 800 feet is permitted and shall be measured from the centerline of the street with which it intersects to the center point of the cul-de-sac. A maximum right-of-way radius of 50 feet is permitted around the cul-de-sac bulb regardless of the lot width adjacent to the cul-de-sac. 3. Double-fronted lots are permitted along the perimeter of a residential subdivision and shall have a minimum lot depth of 100 feet. 4. Intersections along a neighborhood street shall be at a minimum spacing of 125 feet measured centerline to centerline. Intersections along a collector street shall be at a minimum spacing of 125 feet measured centerline to centerline. Intersections along an arterial street shall be at a minimum spacing of 400 feet measured centerline to centerline. 5. A neighborhood street is defined as a street that carries traffic from residential areas to collector streets. The minimum right-of-way width for a residential street is 50 feet and the minimum pavement width is 28 feet measured from back-of-curb to back-of-curb. Exhibit H - Page 1 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 6. A collector street is defined as a street that carries traffic from neighborhood street to an arterial street. The minimum right-of-way width for a collector street is 65 feet and the pavement width is 37 feet measured from back-of-curb to back-of-curb. 7. The Parties agree that the City shall have and exercise exclusive jurisdiction over the review and approval of plats, and the design, construction, installation, and inspection of all public infrastructure to serve the ETJ Property, and that Denton County shall have and exercise no jurisdiction over such matters during the Term, pursuant to the authority of Section 242.001(a)(3) of the Texas Local Government Code. 8. The City may secure installation of improvements for a subdivision plat with letters of credit or other guarantee of lieu of requiring construction of improvements prior to final plat approval. 9. The City may require detailed development plans in a Master Planned Community zoning district placed upon the Property in order to assure compliance with terms and standards of the zoning district. Exhibit H - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 00 1285815-00010 EXHIBIT I Form of Agreed Motion to Dismiss CAUSE NO. 2005-60397-393 JNC PARTNERS DENTON, LLC, § IN THE DISTRICT COURT OF Plaintiff, § V. § DENTON COUNTY, TEXAS CITY OF DENTON, TEXAS, § § 393rd JUDICIAL DISTRICT Defendant. § AGREED MOTION FOR DISMISSAL WITH PREJUDICE TO THE HONORABLE COURT: Plaintiff JNC Partners Denton, LLC ("JNC") and Defendant City of Denton, Texas ("City of Denton") file this Agreed Motion for Dismissal with Prejudice and respectfully show the Court as follows: 1. JNC and the City of Denton have compromised and settled the matters at issue in this case pursuant to the Compromise Settlement Agreement and Mutual Release of Claims (the "Settlement Agreement") entered into by JNC, White Cake Denton, L.P., John Lau, Campbell Road Holding Company, and the City of Denton effective which Settlement Agreement is entered into pursuant to Rule 11 of the Texas Rules of Civil Procedure and is recorded at Volume , Page , Denton County Real Property Records. Accordingly, Exhibit I - Page I Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 JNC and the City of Denton request that the Court dismiss this case with prejudice to the refiling of same, with all costs to be taxed against the party that incurred them. . WHEREFORE, JNC and the City of Denton request that all claims asserted in this case be dismissed with prejudice to the refiling of same, with all costs to be taxed against the party that incurred them. Respectfully submitted, R. Matthew Molash - State Bar No. 14255300 Dwight A. Shupe State Bar No. 18328700 Misty M. Ventura State Bar No. 00795843 of K&L Gates, LLP 1717 Main Street, Suite 2800 Dallas, Texas 75201 214-939-5500 214.939.5849 - fax ATTORNEYS FOR PLAINTIFF JNC PARTNERS DENTON, LLC Terry D. Morgan State Bar No. 14454075 Terry Morgan & Associates, P.C. Renaissance Tower 1201 Elm Street, Suite 4800 Dallas, Texas 75270 ATTORNEY FOR DEFENDANT CITY OF DENTON, TEXAS Exhibit ! - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 EXHIBIT J Form of Agreed Order of Dismissal with Prejudice CAUSE NO. 2005-60397-393 JNC PARTNERS DENTON, LLC, IN THE DISTRICT COURT OF Plaintiff, V. CITY OF DENTON, TEXAS, DENTON COUNTY, TEXAS 393r' JUDICIAL DISTRICT Defendant. AGREED ORDER OF DISMISSAL WITH PREJUDICE Came on for consideration the Agreed Motion for Dismissal with Prejudice filed by Plaintiff JNC Partners Denton, LLC and Defendant City of Denton, Texas. The Court, having considered the Motion, finds that it should be granted. It is, therefore, ORDERED that this action and all claims and counterclaims filed in this lawsuit are hereby dismissed with prejudice, and that all costs are taxed against the party incurring those costs. SIGNED this day of )2008. JUDGE PRESIDING Final Agreement - Oct. 7, 2008 Exhibit 1- Page I DALLAS-1 123766 00 1285815-00010 EXHIBIT K Form of Draft Service Plan for ETJ Property 1. AREA ANNEXED The area to be annexed comprises approximately acres of land adjacent to the City of Denton, Texas, located in the northeastern area of the City's Extraterritorial Jurisdiction (ETJ). On the accompanying map, the land is identified as the [Lau Property, Campbell Road Property, White Cake Property or Davis Property]. II. INTRODUCTION This service plan has been prepared in accordance with the Texas Local Government Code, Sections 43.021, 43.065, and 43.056(b)-(o) (Vernon 1999, as amended). Municipal facilities and services to the annexed area described above will be provided or made available on behalf of the City in accordance with the following plan. The City shall provide the annexation area the levels of service, infrastructure, and infrastructure maintenance that are comparable to the levels of service, infrastructure, and infrastructure maintenance available in other parts of the city with topography, land use, and population density similar to those contemplated or projected in the annexation area. Nothing herein is intended to or shall reduce the City's obligations with regard to levels of service, infrastructure and infrastructure maintenance required by Chapter 43. Nothing herein is intended to or shall obligate the City to provide services to the annexation area inconsistent with or exceeding the capacity required to serve the. annexation area, as set forth in that certain Compromise Settlement Agreement and Mutual Release of Claims (the "Settlement Agreement") between the City and the owners of the annexed properties dated III. AD VALOREM (PROPERTY OWNER) TAX SERVICES A. Police Protection, Code Enforcement, and Animal Control Police service, including patrolling, response to calls, and other routine functions, will be provided to the property upon the effective date of the annexation using existing - personnel and equipment. Code enforcement and animal control services will also be provided to the property upon the effective date of the annexation. B. Fire Protection Fire protection (within the limits of existing hydrants) and emergency medical services will be provided to the property upon the effective date of the annexation. The estimated emergency response time in this area is 10 minutes, which is similar to responses for surrounding properties within the city limits. The City of Denton will provide emergency medical services ("EMS"). Exhibit K -Page 1 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v 10 1285815-000 10 C. Roads and Streets Roads and streets, which have been properly platted, duly dedicated, and accepted by the City of Denton and/or Denton County shall be maintained by the City of Denton on the effective date of the annexation. Maintenance of street signs, street lighting and traffic control devices will commence by the City. of Denton on the effective date of the annexation. D. Parks and Recreation Facilities There are few residents in the area to be annexed, and no parks are currently located within the proposed annexation area. Denton neighborhood park facilities are located within reasonably close distance of the proposed annexation area. Residents of the proposed annexation area will be able to use existing City of Denton park and recreation facilities and programs. As the land develops, the City will evaluate the need for park and recreational facilities in accordance with the 2000 Parks and Recreation Master Plan and applicable city ordinances. E. Library Services Library services will be made available on the effective date of the annexation on the same basis and at the same level as similar library facilities are maintained throughout the city. F. Building Inspections and Consumer Health Services Building inspections and consumer health services will be made available on the effective date of the annexation on the same basis and at the same level as similar facilities are maintained throughout the City. Both services are provided on a "cost recovery" basis, and permit fees offset the costs of services delivered. Incomplete construction must obtain building permits from the Building Inspections Department of the City of Denton. C. Planning and Development Services Planning and development services will be made available on the effective date of the annexation. The Planning and Development Department currently services this property by way of administration of the Development Code, concerning subdivision and land development regulations. IV. UTILITY (RATEPAYER) SERVICES A. Solid Waste Collection The City of Denton is the exclusive residential and commercial Solid Waste service provider within Denton's city limits. City ordinances require Solid Waste services for all residences and commercial businesses located in the City. The City of Denton Solid Waste Department is fully funded through the service fees charged, and receives no funding from city tax revenues. Solid waste refuse collection services will be provided to the newly annexed property immediately upon the effective date of the annexation. Exhibit K - Page 2 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010 All residential homeowners and commercial businesses should telephone the City of Denton Solid Waste Customer Service Department at 940-349-8787 to initiate service. Commercial customers are required to complete and submit a Service Agreement to Solid Waste Customer Service prior to receiving service. Residential Solid Waste Services Each residential address will be provided a 96-gallon wheeled refuse cart, which will be serviced one time per week. Residents are required to place their refuse cart(s) at the curb. prior to 7:00 a.m. on their collection day. Carts should be placed at the curb for collection no earlier than 6:00 p.m. the evening prior to their collection day. Carts are to be removed from the curb no later than 6:00 a.m. on the day following their collection day. All refuse placed in the cart for collection must be bagged to eliminate wind blown debris and littering. Refuse that is not placed in the cart with the lid closed will not be collected. Additional carts may be provided for an additional- monthly charge. Weekly yard waste service is provided. Weekly curbside recycling services are provided by Trinity Waste Services. Contact Trinity at 1-800-766-1758 to obtain curbside recycling information. Each residential customer's refuse cart service, curbside-recycling service, and yard waste service will occur on the same day each week. Please telephone Customer Service, 940-349-8787, to find out which day your refuse, yard waste, and recyclables will be collected. Commercial Refuse Service Each commercial business will be provided with a commercial container(s), which are available in a variety of sizes and frequencies of collection, based on the waste type and volume generated. All refuse placed in the container for collection must be bagged to eliminate wind blown debris and littering. Refuse that is not placed in the container with the lid closed will not be collected. Refuse placed outside the container is subject to code enforcement regulations, including potential fines. Landfill Service The City of Denton Solid Waste Landfill hours of operation are 7:00 a.m. to 4:00 p.m. Monday through Friday; and 7:00 a.m. to 12:00 p.m. on Saturdays. For information regarding disposal charges, call the Landfill Office at 940-349-7510. B. Water/Wastewater Facilities The annexation area is along the northeastern border of the City of Denton. The annexation property is located within Denton's wastewater Certificate of Convenience . and Necessity (CCN), which is a utility service area permit authorizing a specified utility to be the retail service provider. The water CCN holders for the annexation property include the City of Denton, Bolivar Water Supply Corporation and Green Springs Water Supply Corporation. Exhibit K - Page 3 Final Agreement - Oct. 7, 2008 DALLAS-1123766 v10 1285815-00010