2007-113
FILE REFERENCE FORM 2007-113
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Amended Chapter 380 Agreement - Ordinance No. 2009-064 03/10/09 JR
s:Aour documents\ordinancesV07A380 agreement-allegiance hillview.doc
ORDINANCE NO. 2,1) &9 /
AN ORDINANCE ESTABLISHING AN ECONOMIC DEVELOPMENT PROGRAM UNDER
CHAPTER 380 OF THE LOCAL GOVERNMENT CODE FOR MAKING GRANTS OF
PUBLIC MONEY TO PROMOTE ECONOMIC DEVELOPMENT AND TO STIMULATE
BUSINESS ACTIVITY IN THE CITY OF DENTON; APPROVING AN ECONOMIC
DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, LP
REGARDING THE DEVELOPMENT OF AN APPROXIMATE 410 ACRE PARCEL OF
LAND GENERALLY LOCATED ON BOTH SIDES OF US HIGHWAY 380 (WEST
UNIVERSITY DRIVE) BETWEEN I-35 AND BONNIE BRAE; AUTHORIZING THE
EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Allegiance Hillview, LP ("Allegiance") has made a request of the City of
Denton ("City") to establish an economic development program under Chapter 380 of the Texas
Local Government ("Chapter 380") to stimulate the development of commercial property within
the City of Denton; and
WHEREAS, the City Council by this ordinance is establishing an economic development
program under Chapter 380 which will stimulate business activity in the City and promote the
public interest (the "Program");
WHEREAS, to effectuate the Program the City and Allegiance have negotiated an
Economic Development Grant Agreement (the "Agreement'), a copy of which is attached hereto
and made a part hereof by reference; and
WHEREAS, the City Council finds that the Program and Agreement promote economic
development and will stimulate commercial activity within the City of Denton for the benefit of
the public; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
incorporated into the body of this ordinance.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of
Denton under this Agreement, including without limitation the authorization to make the
expenditures set forth in the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of '2007.
PERRY K. McNEILL, MAYOR
s:Aour documents\ordinancesV07A380 agreement-allegiance hillview.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: w
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
Page 2
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH
ALLEGIANCE HILLVIEW, LP
This Economic Development Program Grant Agreement ("Agreement') is made and
entered into by and between ALLEGIANCE HILLVIEW, LP ("Grantee"), a New York Limited
Partnership, and the CITY OF DENTON, TEXAS (the "City"), a Texas municipal corporation,
for the purposes and considerations stated below:
Section 1. Authorization.
This Agreement is made pursuant to the Economic Development Programs provisions of
TEXAS LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic
development and to stimulate business and commercial activity in the City.
Section 2. Definitions.
"Eligible Incentive Costs" means the actual amount of money paid for the eligible
improvements set forth on Exhibit A. The parties agree and understand that the actual cost of
any individual category of such improvements listed may exceed the corresponding estimated
amount listed in Exhibit A.
"Grantee" means Allegiance Hillview, LP, its successors, or any party to whom
Allegiance Hillview, LP may assign this Agreement.
"Monthly Sales Tax Report" means the monthly report received from the Texas State
Comptroller that shows the amount of Total Taxable Sales for a month period.
"Program" means 240 consecutive monthly payments of Program Grant installment
payments. ,
"Program Effective Date" has the meaning given to such term in Section 3 of this
Agreement.
'Program Grant' means a grant of. (i)'/4 of 1% of the Total Taxable Sales for a period of
36 consecutive months commencing on the Program Effective Date, and (ii) %2 of 1% for a
subsequent period of 204 consecutive months. The Program Grant shall not exceed the lesser of
$62,000,000 or the Eligible Incentive Costs.
"PropertX" means that certain tract of approximately 410 acres more particularly
described in Exhibit B attached hereto.
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016562.00011:1031545.02
"Required Infrastructure" means the public infrastructure designated as the Required
Infrastructure on Exhibit C attached hereto including, but not limited to, Heritage Trail and the
Highway 380 Improvements, and including the improvements to North Lakes Park required by
the zoning applicable to the Property
"Retail Improvements" mean a minimum of 600,000 square feet of retail shopping center
buildings located within the Property and on the north side of US 380 and a minimum of 600,000
square feet of retail shopping center buildings located within the Property and on the south side
of US 380 comprised of the Town Center (as described by the zoning applicable to the Property)
and other retail development.
"Highway 380 Improvements" mean two additional lanes (one on the north side of US
380 and one on the south side) of US 380 adjacent to the Property, including required utility
relocations, from (i) the intersection of US 380 and Bonnie Brae to (ii) the intersection of US 380
and the nearest service road right-of-way for Interstate 35.
"Substantial Completion" means: (i) with respect to the Retail Improvements, when
certificates of occupancy have been issued for the Retail Improvements; and (ii) with respect to
the Required Infrastructure, when the Required Infrastructure has been constructed in accordance
with City and TxDot standards and inspected and accepted by the City or TxDot, as applicable.
"Total Taxable Sales" means the total amount of all sales from which sales and use tax is
collected from businesses located on the Property, excluding sales occurring at any Dillard's,
J.C. Penny Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe
Warehouse, and Ross Dress for Less that locates within the Property and closes any store located
within the retail shopping area commonly known as the "Golden Triangle Mall."
"TxDot" means the Texas Department of Transportation.
"US 380" means U.S. Highway 380.
Section 3. Term
This Agreement shall be effective as of the date of execution by both parties. At any time
following execution of this Agreement and following Substantial Completion of the Required
Infrastructure (but not before January 1, 2009, and not later than January 1, 2012), Grantee may
designate the first day of any month to be the Program Effective Date by providing written notice
to the City at least 60 days prior to the designated Program Effective Date. The City will begin
making Program Grant installment payments on the Program Effective Date and shall continue
to make such installment payments for 240 consecutive months as provided by this Agreement.
This Agreement will terminate upon the earlier to occur of (i) the payment to Grantee of the full
amount of the Program Grant, or (ii) the payment to Grantee of all 240 Program Grant
installment payments regardless of whether Grantee has been paid the full amount of the
Program Grant.
Section 4. Program Grant
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016562.00011:1031545.02
For each month of the Program Grant term, the City agrees, subject to the conditions
contained in this Agreement, to make a Program Grant installment payment to Grantee on or
before thirty days following the City's receipt from the State Comptroller of the Monthly Sales
Tax Report indicating sales tax revenue from businesses located on the Property. Monthly
Program Grant installment payments shall be calculated as provided in Section 5 below. Issuance
of the first certificate of occupancy by the City to a tenant within the Property shall be a
condition precedent to the initiation of Program Grant installment payments. Program Grant
installment payments may be withheld at any,time if there are delinquent property taxes on the
Property owned by Grantee and will not be resumed until such delinquency is cured.
Notwithstanding anything contained herein Ito the contrary, the Program Grant installment
payments will cease, this Agreement will automatically terminate, and Grantee will refund to the
City all Program Grant installment payments previously made if Substantial Completion of the
Retail Improvements has not occurred on or before January 1, 2012. In addition, the City, in its
sole discretion, may terminate this Agreement if Substantial Completion of the Required
Infrastructure has not occurred on or before January 1, 2012.
Section 5. Computation of Program Grant
Program Grant installment payments for each month of the Program term shall be made
in an amount equal to 3/4 of I% of the Total Taxable Sales for the preceding month indicated by
the most recent State Comptroller's Monthly Sales Tax Report for the Property for a period of 36
consecutive months beginning on the Program Effective Date and a grant equal to %2 of 1% for a
subsequent period of 204 consecutive months, The City's obligation to make such payments is
contingent upon the City's receipt of the Monthly Sales Tax Report. If the State Comptroller
shall cease to issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at
a reasonably equivalent and mutually agreeable alternative method of computing monthly
installment payments.
Any adjustments resulting from overpayment or underpayment of sales tax by a retail
business(es) located within the Property will be reflected in the monthly Program Grant
installment payment in which such overpayment or underpayment was reported by the State
Comptroller. If for any reason the City is required to remit back to the State Comptroller sales
tax previously collected on reported sales within the Property, the next schedule Program Grant
installment payment will be adjusted by the amount of overpayment or underpayment. Should
the adjustment result in a negative Program Grant installment payment due, Grantee will remit
the balance to the City within 30 days.
Section 6. Other Grantee Obligations
in consideration of the Program Grant,Grantee agrees as follows:
(a) The Retail Improvements shall be designed and constructed to provide attractive
retail environment consistent with other first class retail centers in the Dallas-Fort
Worth area. Design shall reflect an attention to architectural details, the use of
high quality materials and finishes, visual interest, and articulation of building
facades that is generally consistent with the design features shown in Exhibit D.
(b) In the event of tenant turnover, Grantee shall diligently seek to obtain quality
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016562.00011:1031545.02
retail tenants that are new to the Denton retail market. However, existing Denton
retail businesses shall not be prohibited from leasing retail space at the Property.
(c) Grantee shall fund the Highway 380 Improvements based on the cost established
by the lowest responsible bidder. Grantee shall pay such cost (currently estimated
to be less than $10,000,000) within 30 days after written notice to Grantee from
the City (including a copy of the bid) certifying that the City has selected the
lowest responsible bidder and is prepared to award a contract to such bidder. To
the extent permitted by law, Grantee's payment shall be deposited into an interest
bearing account, and the interest earned shall be paid to Grantee. Failure to do so
will be a default under this Agreement, and the City may withhold all Program
Grant payments until said sum is received by the City or, in City's sole discretion,
may terminate this Agreement as provided in Section 8 hereof. Should Grantee
receive reimbursement for the Highway 380 Improvements from TxDot, the
amount of such reimbursement shall be deducted from the total amount of the
Program Grant. Cost savings, if any, will be returned to Grantee immediately
upon completion, inspection, and acceptance of the Highway 380 Improvements.
(d) The Property will not be conveyed during the term of this Agreement to any entity
whose ownership of the Property would cause the Property to become exempt
from ad valorem taxes unless an agreement with the City to ensure a program of
payments in lieu of ad valorem taxes has first been agreed upon.
(e) Grantee will dedicate within the Property all required right-of-way for the future
expansion of Bonnie Brae as a secondary arterial.
(f) In the event Grantee or any of. its affiliates purchases any retail buildings in the
retail shopping area commonlyknown as the "Golden Triangle Mall," Grantee or
its affiliate shall offer in writing to sell such buildings to FMP Denton, LLC for:
(i) the then fair market value of such buildings as established by a qualified,
independent MAI appraiser, or (ii) the amount of any arms-length offer to
purchase such buildings received by Grantee or its affiliate from any third-party
retail user unrelated to Grantee or any of its affiliates, whichever is greater.
Section 7. Audits and Monitoring
During the term of this Agreement, the City reserves the right to conduct audits of the
sales and use tax records of businesses located within the Property if, in the sole opinion of the
City, such action is determined to be necessary. Grantee agrees upon request to use reasonable
efforts to assist the City in obtaining such records from tenant taxpayers. Failure to provide such
assistance shall be grounds for default, and City may withhold any Program Grant installment
payment until such assistance is provided. During the term of this Agreement, the City will
keep, or cause to be kept, copies of the Monthly Tax Reports and proper and current books and
accounts in which complete and accurate entries shall be made of the amount of sales taxes
received by the City from the State of Texas attributed to retail sales within the Property and
such other calculations, allocations and payments required by this Agreement. During the term,
the City shall prepare within 180 days after the close of each fiscal year of the City, a complete
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0 16562.00011:1031545.02
1
financial statement for such year in reasonable detail covering the above information, and shall
furnish a copy of such statement to Grantee. Upon the request of Grantee, and at Grantee's
expense, City shall have the annual Program Grant financial statement prepared by an
independent certified public accountant. Upon request of Grantee, City shall provide copies of
City records related to the Program Grant to investors, lenders, or other parties designated by the
Grantee.
Section 8. Default
If a party fails to perform any of its obligations under this Agreement and such failure is
not cured within 30 days after written notice, the failure of the non-performing party to cure
within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably
be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non-
defaulting party to all remedies available at law or in equity (including injunctive relief, specific
performance, and suspending or withholding Program Grant Payments); PROVIDED, HOWEVER,
NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE
AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION, AND
(ii) THE CITY CANNOT TERMINATE THIS AGREEMENT UNLESS (1) SUBSTANTIAL COMPLETION
OF THE RETAIL IMPROVEMENTS DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2012, AS
PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED
INFRASTRUCTURE DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2012, AS PROVIDED BY
SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO FUND THE
HIGHWAY 380 IMPROVEMENTS AS PROVIDED BY SECTION 6(C) HEREOF.
Section 9. Mutual Assistance
The City and the Grantee shall do all things necessary or appropriate to carry out the
terms and provisions of this Agreement and to aid and assist each other in carrying out the terms
and provisions of this Agreement.
Section 10. Indemnity
It is understood and agreed that Grantee in performing its obligations hereunder is acting
independently and the City assumes no responsibilities or liabilities in connection therewith to
third parties and grantee agrees to defend, indemnify and hold harmless the City from and
against any and all claims, suits, and causes of action of any nature whatsoever arising out of
grantee's obligations hereunder. Grantee's in obligations include the payment of
reasonable attorney's fees and expenses incurred by the City in connection with such claims,
suits, and causes of action.
Section 11. Representations by the City
The City represents that:
(a) The City is a home rule Texas municipal corporation and has the power to enter
into and has taken all actions to date required to authorize this Agreement and to carry out its
obligations hereunder;
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016562.00011:1031545.02
(b) The City knows of no litigation, proceedings, initiative, referendum, investigation
or threat of any of the same contesting the powers of the City or its officials with respect to this
Agreement that has not been disclosed in writing to Grantee;
(c) The City knows of no law, order, rule or regulation applicable to the City or to the
City's governing documents that would be contravened by, or conflict with the execution and
delivery of this Agreement.
(d) This Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of
general application affecting creditors' rights and by equitable principles, whether considered at
law or in equity. Subject to the indemnity provided by Section 10 of this Agreement, the City
will defend the validity of this Agreement in the event of any litigation arising hereunder that
names the City as a party or which challenges the authority of the City to enter into or perform
its obligations hereunder. City recognizes that Grantee intends to commence construction and
expend substantial monies in reliance upon the accuracy of the representation and warranty of
the City as set forth in this Section 11.
Section 12. Representations and Warranties by Grantee
Grantee represents that:
(a) Grantee is a New York Limited Partnership duly organized and validly existing
under the laws of the State of Texas and is, or will prior to the effective date of this Agreement,
be qualified to do business in the State of Texas; has the legal capacity and the authority to enter
into and perform its obligations under this Agreement;
(b) The execution and delivery of this Agreement and the performance and
observance of its terms, conditions and obligations have been duly and validly authorized by all
necessary action on its part to make this Agreement;
(c) Grantee knows of no litigation proceeding, initiative, referendum, or investigation
or threat of any the same contesting the powers of the City, Grantee or any of its principals or
officials with respect to this Agreement that has not been disclosed in writing to the City; and
(d) Grantee has the necessary legal ability to perform its obligations under this
Agreement and has the necessary financial ability, through borrowing or otherwise, to construct
the Improvements. This Agreement constitutes a valid and binding obligation of Grantee,
enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and
other laws of general application affecting creditors' rights and by equitable principles, whether
considered at law or in equity.
Section 13. Rights of Lenders and Interested Parties
The City is aware that financing for acquisition, development, and/or construction of the
Retail Improvements and Required Infrastructure may be provided, in whole or in part, from
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016562.00011:1031545.02
time to time, by one or more third parties, including, without limitation, lenders, major tenants,
equity partners and purchasers or developers of portions of the Property (collectively, "Interested
Parties"). In the event Grantee fails to perform any of its obligations under this Agreement, all
notices to which Grantee is entitled under Section 8 hereof shall be provided to the Interested
Parties at the same time they are provided to Grantee (provided the Interested Parties have
previously been identified to the City and provided their notice addresses). If any Interested
Parties are permitted under the terms of its agreement with Grantee, to cure the event of default
and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize
such rights of any Interested Parties and to otherwise pen-nit such Interested Parties to cure the
event of default and to assume all of the rights and obligations of Grantee under this Agreement.
The City shall, at any time upon reasonable request by Grantee, provide to any Interested Party
an estoppel certificate or other document evidencing that this Agreement is in full force and
effect and that no event of default by Grantee exists hereunder (or, if appropriate, specifying the
nature and duration of any existing event of default). Upon request by any Interested Party, the
City will enter into a separate assumption or similar agreement with such Interested Party,
consistent with the provisions of this Section 13.
Section 14. Compliance
This Agreement shall be conditioned upon and subject to compliance with all applicable
federal, state and city laws, ordinances, rules and regulations, including, without limitation, all
provisions of the Development Code of the City of Denton.
Section 15. Limitation
This Agreement shall never be construed as constituting permission or authority for
development or construction pursuant to Chapter 245 of the Texas Local government Code.
Section 16. Changes and Amendments
Except as specifically provided otherwise in this Agreement, any alterations or deletions
to the terms of this Agreement shall be by written amendment executed by both parties to this
Agreement.
Section 17. Successors and Assigns
This Agreement shall be binding on and inure to the benefit of the parties, their respective
successors and assigns. Grantee may assign all or part of its rights and/or obligations hereunder
upon written notice to the City of such assignment. If an assignee agrees in writing to be bound
by the terms and conditions of this Agreement and executes an amendment to this Agreement,
the assignor shall be released as to the obligations assigned but not as to any obligations or
liabilities of the assignor to the City that arose prior to the assignment.
Section 18. Notice
Any notice and/or statement required or permitted to be delivered shall be deemed
delivered five business days after being deposited in the United States mail, certified with return
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receipt requested, postage prepaid, addressed to the appropriate party at the following addresses,
or at such other addresses provided by the parties in writing. Any such notice and/or statement
shall also be deemed delivered when delivered by a nationally recognized delivery company
(e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address.
If to the Grantee: Allegiance Hillview, LP
Attn: Joe Gampper
14881 Quorum Drive, Suite 950
Dallas, Texas 75254
Phone: 214.378.8500
Fax: 214.361.7104
With a copy to Angella Gregory, General Counsel
14881 Quorum Drive, Suite 950
Dallas, Texas 75254
Phone: 214.378.8500
Fax: 214.361.7104
If to the City: City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Phone: 940.349.8307
Fax: 940.349.8596
With a copy to City Attorney
City of Denton
215 E. McKinney
Denton, Texas
Phone: 940.349.8333
Fax: 940.382.7923
Section 19. Venue
The obligations of the parties to this Agreement are performable in Denton County,
Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Denton,
Texas.
Section 20. Applicable Laws
This Agreement is made subject to the provisions of the Charter and ordinances of City,
as amended, and all applicable State and federal laws.
Section 21. Governing Law
This Agreement shall be governed by and construed in accordance with the laws and
court decisions of the State of Texas.
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016562.00011:1031545.02
Section 22. Benefit of Agreement
This Agreement is executed solely for the benefit of the parties and their successors and
assigns, and nothing in this Agreement is intended to create any rights in favor of or for the
benefit of any third party.
Section 23. Legal Construction/Partial Invalidity of Agreement
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Agreement shall be
considered as if such invalid, illegal, or unenforceable provision had never been contained in this
Agreement.
EXECUTED and effective as of the day of 2007, by City, signing by
and through its Mayor, duly authorized to execute same by a ion of the City Council and by
Grantee, acting through its duly authorized officials.
CITY OF DENTON, TEXAS
PERK R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY.
BY: '
APPR *ATO LEGAL FORM:
EDWIN SNYDER, CITY ATTORNEY
BY:
i
GRANTEE:
ALLEGIA r HH VIE LP
BY u"~
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01656100011:1031545.02
ACKNOWLEDGMENTS
STATE OF TEXAS )
COUNTY OF DENTON )
This instrument was acknowledged before me on the &,day of 2007, by Perry R.
McNeill, Mayor of the City of Denton, Texas, on behalf of said city.
JANE E. RICHARDSON N tary Public, in and for the State of Texas
" Notary Public, state of Texas
E My Commission Expires
June 27, 2009 My Commission expires: e264:? 71112 1
STATE OF TEXAS )
COUNTY OF~I
This instrument was acknowledged before me on the~~~day of 2007 by
aAcb,l) A111 g of Allegiance Hillview, LP, a NA York Limited
Partnership.
No y Pubic, in and for the State of Texas
JENNIFER K. WALTERS
Notary Public, State of Texas
My Commission Expires
My Commission expires:
December 19, 2010 Y
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016562.00011:1031545.02
EXHIBIT "A"
ELIGIBLE COSTS FOR INFRASTRUCTURE IMPROVEMENTS
RAYZOR RANCH DEVELOPMENT
Hwy 380 Improvements $8,133,150
Drainage 4,720,750
North Lakes Improvements 2,696,750
Internal Commercial Roads, includes water and sewer 20,004,064
Scripture Road Improvements 675,050
Bonnie Brae Improvements 1,271,900
Public Parking Garage 6,730,375
Major Public Infrastructure Relocation 2,013,650
Miscellaneous Fees/Services 5,754,311
Interest During Construction on Commercial Development 10,000,000
Total Eligible Costs 62,000,000
Exhibit B1
METES AND BOUNDS DESCRIPTION
Overall Tract
BEING a 152.925 acre tract of land situated in the Francis Baston Survey, Abstract
Number 43, Denton County, Texas, in the City of Denton, being a portion of the tract of
land described as Tract Two in the deed to Allegiance Hillview, LP, recorded in
Document Number 2006-41743, Deed Records of Denton County, Texas, and a portion
of the tract of land described in the deed to Allegiance Hillview, LP, recorded in
Document Number 2006-41738, Deed Records of Denton County, Texas, and all of the
tracts of land described in the deeds to Allegiance Hillview, LP, recorded in Document
Number 2006-41741, and Document Number 2006-50702, Deed Records of Denton
County, Texas, and a portion of the tract of land described in the deed to Mesquite Creek
Development, Inc., recorded in Volume 14562, Page 683, Deed Records of Denton
County, Texas, said 152.925 acre tract of land being more particularly described as
follows:
BEGINNING at a 5/8 inch iron rod with a yellow plastic cap stamped "Dunaway Assoc,
LP" set in the northerly right-of-way line of West University Drive (U.S. Highway 380, a
100 foot wide right-of-way) for the most southerly southeast corner of Lot 1, Sandy
Addition, an addition to the City of Denton according to the plat recorded in Volume 13,
Page 47, Plat Records of Denton County, Texas;
THENCE with the northerly right-of-way line of West University Drive the following:
North 88°45'00" West a distance of 448.00 feet passing a 5/8 inch iron rod found
for the southwesterly corner of said Lot 1, Sandy Addition in all a total distance of
773.39 feet to a 5/8 inch iron rod with a yellow plastic cap stamped "Dunaway
Assoc, LP" set for comer;
North 88°33'20" West a distance of 1,684.90 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for corner;
THENCE departing the northerly right-of-way line of West University Drive North
00°46'38" East a distance of 258.10 feet to a 5/8 inch iron rod with a yellow plastic cap
stamped "Dunaway Assoc, LP" set for corner;
THENCE North 43°52'35" West a distance of 21.34 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for corner;
THENCE North 88°31'49" West a distance of 292.99 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for corner;
THENCE North 01028' 11" East a distance of 80.00 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for corner;
THENCE North 88°31'49" West a distance of 286.72 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set in the easterly line of Lot 1, Block
A, Porter/Andrus Addition, an addition to the City of Denton, according to the plat
recorded in Cabinet O, Page 45, Plat Records of Denton County, Texas;
THENCE with the easterly line of said Lot 1, Block A, North 00°43'47" West at a
distance of 39.64 feet passing the common easterly comer of said Lot 1, Block A, and
Lot 2, Block A, Porter/Andrus Addition, an addition to the City of Denton according to
the plat recorded in Cabinet V, Page 856, Plat Records of Denton County, Texas,
departing the easterly line of said Lot 1, Block A, with the easterly line of said Lot 2,
Block A, in all a total distance of 221.98 feet to a 1/2 inch iron rod found for the common
easterly corner of the tract of land described in the deed to Allegiance Hillview, LP,
recorded in Document Number 2006-41741, Deed Records of Denton County, Texas and
said Lot 2, Block A;
THENCE with the common line of said Allegiance Hillview tract (2006-41741) and said
Lot 2, Block A, Porter/Andrus Addition the following:
North 88°33'32" West a distance of 400.81 feet to a 1/2 inch iron rod found for
the northwest comer of said Lot 2, Block A, Porter/Andrus Addition;
South 01'38'29" West a distance of 27.68 feet to a 5/8 inch iron rod with a yellow
plastic cap stamped "Dunaway Assoc, LP" set in the southerly line of said
Allegiance Hillview tract (2006-41741) for the northeasterly corner of Lot 2R,
Block 1, Alvin & Charlotte Whaley Addition, an addition to the City of Denton
according to the plat recorded in Cabinet I, Page 148, Plat Records of Denton
County, Texas;
THENCE departing the common line of said Allegiance Hillview tract (2006-41741) and
said Lot 2, Block A, Porter/Andrus Addition with the northerly line of said Lot 2R, Block
1, Alvin & Charlotte Whaley Addition North 88°23'07" West a distance of 400.60 feet to
a 1/2 inch iron rod found in the easterly right-of-way line of Interstate Highway 35W (a
variable width right-of-way) for the southwesterly corner of said Allegiance Hillview
tract (2006-50702);
THENCE departing the northerly line of said Lot 2R, Block 1, Alvin & Charlotte Whaley
Addition with the easterly right-of-way line of Interstate Highway 35W North 15°34'50"
West a distance of 633.81 feet to a 1/2 inch iron rod found for the southwesterly comer of
Greenway Club Estates, an addition to the City of Denton according to the plat recorded
in Volume 4, Page 27, Plat Records of Denton County, Texas;
THENCE departing the easterly right-of-way line of Interstate Highway 35W with the
southerly line of said Greenway Club Estates the following:
North 73°53'24" East a distance of 519.22 feet to a 1/2 inch iron rod found for
comer in a non-tangent curve to the right, the radius point of said curve being
situated South 16°57'22" East a distance of 345.00 feet from said iron rod;
Northeasterly along said curve through a central angle of 16°45'31" an are
distance of 100.91 feet with a chord bearing of North 81 °25'23" East and a chord
distance of 100.55 feet to a 1/2 inch iron rod found for the end of said curve;
South 89°32'03" East a distance of 364.57 feet to a 3/4 inch iron rod found in the
westerly line of said Allegiance Hillview tract (2006-41743) for the southeast
corner of said Greenway Club Estates;
THENCE departing the southerly line of said Greenway Club Estates with the easterly
line of said Greenway Club Estates North 00'33'11" West a distance of 450.46 feet to a
5/8 inch iron rod with a yellow plastic cap stamped "Dunaway Assoc, LP" set for the
southwest comer of Block 1, Westgate Heights Phase 1 according to the plat recorded in
Cabinet E, Page 77, Plat Records of Denton County, Texas;
THENCE departing the easterly line of said Greenway Club Estates with the southerly
line of said Block 1, Westgate Heights Phase 1 the following:
North 89°35'31" East a distance of 48.01 feet to a 5/8 inch iron rod with a yellow
plastic cap stamped "Dunaway Assoc, LP" set for comer;
South 87°12'35" East a distance of 1,043.04 feet to a 518 inch iron rod found for
the southeasterly corner of said Block 1, Westgate Heights Phase 1;
THENCE departing the southerly line of said Block 1, Westgate Heights Phase 1 with the
easterly line of said Block 1, Westgate Heights Phase 1 North 00°55' 15" East a distance
of 318.04 feet to a 1/2 inch iron rod found for the southwest corner of the tract of land
described in the deed to The Estate of Jess Newton Rayzor, Lola LaCrosse, Trustee
recorded in Document Number 2005-87420, Deed Records of Denton County, Texas;
THENCE departing the easterly line of said Block 1, Westgate Heights Phase 1 with the
southerly line of said Jess Newton Rayzor Estate tract South 88°51'35" East at a distance
of 2,048.65 feet passing a found 5/8 inch iron rod in all a total distance of 2,067.29 feet to
a 5/8 inch iron rod with a yellow plastic cap stamped "Dunaway Assoc, LP" set for
corner in the westerly right-of-way line of Bonnie Brae Street (a variable width right-of-
way);
THENCE departing the southerly line of said Jess Newton Rayzor Estate tract with the
westerly right-of-way line of Bonnie Brae Street the following:
South 00°59'30" West a distance of 1,455.41 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for the northeast corner of
said Lot 1, Sandy Addition;
South 00°49' 16" West a distance of 568.70 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for the most easterly
southeast corner of Lot 1, Sandy Addition;
South 46'11'16" West a distan ce of 90.93 feet to the POINT OF BEGINNING;
CONTAINING a computed area of 152.925 acres (6,661,420 square feet) of land.
Exhibit B2
RAYZOR RANCH NORTH
Lot IA
METES AND BOUNDS DESCRIPTION
BEING a 5.177 acre tract of land situated in the Francis Batson Survey, Abstract Number
43, Denton County, Texas, in the City of Denton, being a portion of the tract of land
described in the deed to Mesquite Creek Development, Inc. recorded in Volume 4562,
Page 683, Deed Records of Denton County, said 5.177 acre tract of land being more
particularly described as follows:
COMMENCING at a 1/2 inch iron rod found in the northerly right-of-way line of West
University Drive (U.S. Highway 380, a 100 foot wide right-of-way) for the common
southerly corner of the tract of land described in the deed to Allegiance Hillview, L.P.,
recorded in Document Number 2006-41738, Deed Records of Denton County, Texas and
said Mesquite Creek Development tract;
THENCE with the common line of said Allegiance Hillview tract and said Mesquite
Creek Development tract North 00°45'40" East a distance of 275.19 feet to a 5/8 inch iron
rod with a yellow plastic cap stamped "Dunaway Assoc, LP" set for the POINT OF
BEGINNING;
THENCE departing the common line of said Allegiance Hillview tract and said Mesquite
Creek Development tract North 88°32'57" West a distance of 230.82 feet to a 5/8 inch
iron rod with a yellow plastic cap stamped "Dunaway Assoc, LP" set for comer;
THENCE North 01°28'11" East a distance of 80.00 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set for comer;
THENCE North 88°32'57" West a distance of 286.79 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" set in the easterly line of Lot 1, Block
A, Porter/Andrus Addition, an addition to the City of Denton, according to the plat
recorded in Cabinet O, Page 45, Plat Records of Denton County, Texas;
THENCE with the easterly line of said Lot 1, Block A, North 00°43'47" West at a
distance of 36.90 feet passing the common easterly corner of said Lot 1, Block A, and
Lot 2, Block A, Porter/Andrus Addition, an addition to the City of Denton according to
the plat recorded in Cabinet V, Page 856, Plat Records of Denton County, Texas,
departing the easterly line of said Lot 1, Block A, with the easterly line of said Lot 2,
Block A, in all a total distance of 220.85 feet to a 1/2 inch iron rod found for the common
easterly corner of the tract of land described in the deed to Allegiance Hillview, L.P.,
recorded in Document Number 2006-41741, Deed Records of Denton County, Texas and
said Lot 2, Block A;
THENCE with the easterly line of said Allegiance Hillview tract (2006-41741) North
00°40'55" West a distance of 114.70 feet to a 5/8 inch iron rod with a yellow plastic cap
stamped "Dunaway Assoc, LP" found for the northwesterly comer of said Mesquite
Creek Development tract;
THENCE departing the easterly line of said Allegiance Hillview tract (2006-41741) and
with the common line of said Allegiance Hillview tract (2006-41743) and said Mesquite
Creek Development tract the following:
South 88°20'50" East a distance of 646.69 feet to a 5/8 inch iron rod with a yellow plastic
cap stamped "Dunaway Assoc, LP" found for the northeasterly corner of said Mesquite
Creek Development tract;
South 00°23'01" West at a distance of 227.30 feet passing a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" found for the most northerly northwest
comer of said Allegiance Hillview tract (2006-41738), also being the most southerly
southwest corner of said Allegiance Hillview tract (2006-41743) departing the common
line of said Allegiance Hillview tract (2006-41743) and said Mesquite Creek
Development tract in all a total distance of 268.78 feet to a 5/8 inch iron rod with a
yellow plastic cap stamped "Dunaway Assoc, LP" found in the common line of said
Allegiance Hillview tract (2006-41738) and said Mesquite Creek Development tract;
THENCE with the common line of said Allegiance Hillview tract (2006-41738) and said
Mesquite Creek Development tract the following:
North 88°34'48" West a distance of 123.17 feet to a 1/2 inch iron found for the most
westerly northwest comer of said Allegiance Hillview tract (2006-41738);
South 00°45'40" West a distance of 144.24 feet to a 5/8 inch iron rod with a yellow
plastic cap stamped "Dunaway Assoc, LP" set for the POINT OF BEGINNING;
CONTAINING a computed area of 5.177 acres (225,516 square feet) of land.
Exhibit B3
SITUATED in the City of Denton, Denton County, Texas, and being a tract of land in the
B.B.B. & C. R.R. COMPANY SURVEY, Abstract No. 192, and embracing part of Tract
One, and all of Tracts Two and Three, of Section Nine of that certain deed to Rayzor
Investments, Inc., recorded in Volume 1796, Page 601, of the Denton County Deed
Records, and also embracing all of Lot 3, Pearcy/Christon Addition No. 1, as shown on
plat thereof recorded in Cabinet B, Slide 34, of the Denton County Plat Records, all being
described as Hillview (Tract 1) in deed to Denton Hillview, L.. P., filed under County
Clerk's File No. 2005-127450, and being more fully described as follows:
BEGINNING at the most southerly southwest corner of said Tract One, said point being
the southeast corner of a"comer clip'in the northeast quadrant of the intersection of the
easterly line of Interstate Highway 35 with the north line of Scripture Street (60 foot wide
right-of-way per adjacent plats), and from which point a fence corner post bears North 16
degrees, 05 minutes West, 3.3 feet, and a"Gerry Curtis RPLS 1640' capped 5/8' iron rod
found in place for reference at the point of intersection of said easterly and north lines
extended bears North 88 degrees, 35 minutes West, 41.30 feet;
THENCE North 53 degrees, 44 minutes, 45 seconds West with the northeasterly line of
said corner clip for a southwesterly line of said Tract One and along a fence line, 64.39
feet to the northwesterly end of said comer clip for the most northerly southwest comer
of said Tract One, in said easterly line of I-35, and from which point a fence corner post
bears North 48 degrees, 22 minutes East, 1.73 feet, and said reference 5/8'iron rod bears
South 16 degrees, 01 minute East, 38.56 feet;
THENCE North 16 degrees, 01 minute West (base bearing from TxDOT original U.S. 77
right-of-way maps) with said easterly line of I-35 for southwesterly lines of said Tracts
One, Two, and Three and along a fence line, in all 3494.36 feet to a"Deny Curtis RPLS
1'640' capped 5/8' iron rod found in place for an angle point in said easterly line and said
westerly line of Tract Three;
THENCE North 15 degrees, 13 minutes, 05 seconds East, continuing with said easterly
line of I-35 and northwesterly line of Tract Three, and along a fence line, 171.01 feet to
an angle point in said easterly and westerly lines, from which point a 4'metal fence post
bears North 10 degrees, 31 minutes West, 0.9 foot, and a TxDOT highway guard post
bears North 23 degrees, 37 minutes West, 1.8 feet;
THENCE continuing with said easterly line of I-35 and a northwesterly line of Tract
Three and along a fence line, North 46 degrees, 27 minutes, 10 seconds East, 303.95 feet
to a"Gerry Curtis RPLS 1640'capped 5/8'iron rod found in place for an angle point in said
easterly and westerly lines, and from which point a TxDOT guard post bears South 30
degrees, 46 minutes West, 1.2 feet;
C:\DOCUME-1\TLREEDY\LOCALS-1\Temp\XPgrpwise\Exhibit B3 Property Description.doc
THENCE continuing with said easterly line of I-35 and a northwesterly line of Tract
Three and along a fence line, North 60 degrees, 55 minutes, 20 seconds East, 114.22 feet
to dGerry Curtis RPLS 1640'eapped 5/8'iron rod found in place for an angle point in said
easterly line at the north comer of said Tract Three in the west line of said Tract Two;
THENCE North 1 degree, 21 minutes, 25 seconds East, continuing with said easterly line
of I-35 and with said west line of Tract Two and along a fence line, 13.0 feet to a`TxDOT'
capped iron rod found in place for the northwest corner of said Tract Two in the south
line of West University Drive (US Highway 380)(100 foot wide right-of-way);
THENCE South 88 degrees, 33 minutes, 35 seconds East with said south line of
University Drive for the north line of said Tract Two and along a fence line, passing the
northwest corner of said Lot 3, Pearcy/Christon Addition No. 1, and continuing with said
north line of Lot 3, in all 2440.17 feet to an angle point in said south and north lines, and
continuing with said north line of Lot 3 and south line of University Drive, South 88
degrees, 45 minutes, 10 seconds East, 117.6 feet to the common north corners of said Lot
3 and Lot 2 in said Pearcy/Christon Addition, from which point a 'Gerry Curtis RPLS
1640'capped 5/8'iron rod found in place bears 0.2 foot South 2 degrees West;
THENCE South 1 degree, 31 minutes, 25 seconds West with the common line of said
Lots 3 and 2, Pearcy/Christon Addition, 600.0 feet to the common south comers of said
Lots 3 and 2, from which point a"Gerry Curtis RPLS 1640' capped 5/8' iron rod found in
place bears 0.2 foot South 2 degrees West;
THENCE South 88 degrees, 40 minutes, 35 seconds East with the south line of said Lot 2
and the south line of Lot 1 in said Pearcy/Christon Addition for the most easterly north
lime of said Tract Two, at 711.60 feet passing a %z' iron rod found in place for the
southeast corner of said Lot 1 and continuing with said most easterly north line, in all
730.60 feet to a"Gerry Curtis RPLS 164U'capped 5/8'iron rod found in place for the most
easterly northeast comer of said Tract Two in the west line of Bonnie Brae Drive
(variable width right-of-way);
THENCE South 1 degree, 21 minutes, 55 seconds West with the most easterly east line
of said Tract Two and said west line of Bonnie Brae Drive and along a fence line,
1438.01 feet to the common east corner of said Tracts Two and One, from which point a
Tmetal fence post bears North 25 degrees, 18 minutes West, 1.3 feet;
THENCE South 1 degree, I 1 minutes, 45 seconds West with the east line of said Tract
One and said west line of Bonnie Brae Drive and along a fence line, 1175.56 feet to a
'Gerry Curtis RPLS 1640'capped 5/8'iron rod found in place for the beginning of a curve
whose center bears North 88 degrees, 48 minutes, 13 seconds West, 321.07 feet;
THENCE southerly with said curve and continuing with said west line of Bonnie Brae
Drive for an easterly line of said Tract One, and along a fence line, in all 252.35 feet to
the end of said curve and the beginning of a curve whose center bears South 43 degrees,
46 minutes, 15 seconds East, 392.01 feet and from which point a"Gerry Curtis RPLS
C:\DO00ME^1\TLREEDY\LOCALS-1\Temp\XPgrpwise\Exhibit B3 Property Descripbon.doc
1640'eapped 5/8'iron rod found in place bears North 48 degrees, 10 minutes, 15 seconds
West, 0.20 foot;
THENCE southerly with said curve and continuing with said west line of Bonnie Brae
Drive for an easterly line of said Tract One, and partially along a fence line, in all 393.63
feet to a"Gerry Curtis RPLS 1640'capped 5/8'iron rod found in place for the end of said
curve;
THENCE South 11 degrees, 18 minutes, 10 seconds East, continuing with said west line
of Bonnie Brae Drive, 10:57 feet to a"Gerry Curtis RPLS 1640' eapped 5/8' iron rod found
in place for the north corner of a"comer clif parcel at the intersection of said west line of
Bonnie Brae Drive with said north line of Scripture Street;
THENCE South 39 degrees, 56 minutes, 50 seconds West with the northwesterly line of
said comer clip for the southeasterly line of said Tract One, 11.48 feet to a"Gerry Curtis
RPLS 1640' capped 5/8' iron rod found in place for the west comer of said comer clip in
said north line of Scripture Street;
THENCE North 88 degrees, 35 minutes West with said north line of Scripture Street and
the south line of said Tract One and along a fence line, 1264.93 feet to an`RPLS 1640'
capped 5/8' iron rod set for the southeast corner of an 8 acre parcel previously surveyed
for conveyance;
THENCE North 1 degree, 25 minutes East with the east line of said 8 acre parcel, 500.00
feet to an"RPLS 1640' eapped 5/8' iron rod set for the northeast comer of said 8 acre
parcel;
"THENCE North 88 degrees, 35 minutes West and parallel with. said north line of
Scripture Street and south line of Tract One, and with the north line of said 8 acre parcel,
at 261.36 feet passing an`RPLS 1640'capped 5/8'iron rod found in place and continuing
in all 761.36 feet to an`RPLS 1640'eapped 5/8'iron rod found in place for the northwest
corner of said 8 acre parcel;
THENCE South 1 degree, 25 minutes West with the west line of said 8 acre parcel, 500.0
feet to an`RPLS 1640'eapped 5/8'iron rod found in place for the southwest corner of said
8 acre parcel in said north line of Scripture Street and south line of Tract One;
THENCE North 88 degrees, 35 minutes West with said north line of Scripture Street and
south line of Tract One and along a fence line, in all 318.86 feet to the PLACE OF
BEGINNING, and containing 256.8981 acres (11,190,481 square feet).
C:\DO00ME-1\TLREEDY\LOCALS-1\TempVPgrpwise\Exhibit B3 Property Description.doc
Exhibit C
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PAGE ]9
om.. x, „;x EXHIBITC RAYZOR RANCH
REQUIRED INFRASTRUCTURE I.H. 35& University Drive
Denton, Texas
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Exhibit D
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