2004-093
FILE REFERENCE FORM 2004-093
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Amendment to Agreement (Ordinance No. 2009-113) 05/05/09
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 WINDJAMMER, LTD.
REGARDING THE DEVELOPMENT OF APPROXIMATELY 134 ACRES OF LAND
COMMONLY KNOW AS UNICORN LAKE WHICH IS GENERALLY LOCATED ON THE
WEST SIDE OF 1-35E NORTH OF STATE SCHOOL ROAD IN THE M.E.P. & P.R.R. CO.
SURVEY, ABSRACT NO. 950, IN THE CITY OF DENTON, DENTON COUNTY TEXAS;
AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, Windjammer, Ltd. ("Windjammer") has made a request of the City of
Denton to establish an economic development program under Chapter 380 of the Texas Local
Government ("Chapter 380") to sthnulate 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 Windjammer 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 st'unulate commemial activity within the City of Denton for the benefit of
the public; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS 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 carry out the City's responsibilities and rights
under the 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 .~,~t~ day of "~/~ ~ (.
EUL1NE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B
APPR&ED AS TO LEGAL FORM:
HERBERT L. ATTORNEY
BY:
,2004.
Page 2
ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT FOR
THE UNICORN LAKE DEVELOPMENT
This Economic Development Program Grant Agreement ("Agreement") is made and
entered into by and between Windjammer, Ltd., a Texas limited parmership (the "Developer"),
and the CITY OF DENTON (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
TEX. LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic
development and to stimulate business and commemial activity in the City of Denton.
Section 2. Definitions.
"Actual Cost" or "Actual Cost of the Public Participation Items", means the actual
amount of money paid for the construction, design and other work listed among the Estimated
Costs of the Public Participation Items at Exhibit A attached hereto, but as to construction and
design applicable to such items, not to exceed the reasonable and customary cost for the
construction and design of similar items in the Dallas-Fort Worth area. The parties agree and
understand that the Actual Cost of any individual category of items listed may exceed the
corresponding estimated amount listed in Exhibit A provided that the total amount of the
Program Grant excluding Interest shall not exceed $6,664,901.
"Commercial Improvements" means a mixed use development containing a minimum of
200,000 square feet of floor area and pedestrian connectivity throughout the development to be
cOnstructed on the Property in a manner consistent with comparable mixed use developments
located in the Dallas-Fort Worth area.
"Connector Road" means that certain Public Participation Item shown on Exhibit B and
more particularly described on Exhibit A as the hardscape for Road Section 1, Former State
School Property, and Road Section 2, Eastern-Most N-S Collector.
"Grantee" means the Developer, its successors, or any party to whom Developer may
assign this Agreement with the consent of the City.
"Improvements" means the Commercial Improvements along with the Public
Participation Items listed as Exhibit A attached hereto.
"Interest" means interest on any unpaid balance of the Program Grant which shall accrue
at a rate of 4% per annum, and shall be calculated and compounded monthly. The unpaid
balance of the Program Grant shall be calculated based on the Actual Costs of the improvements
and work represented as Public Participation Items in Exhibit A. As such Actual Costs are
incurred by Grantee, such costs shall represent an equivalent component of the Program Grant
for purposes of calculating Interest. Such Program Grant components shall accrue interest for
the term of the Program from the date that Grantee incurs the corresponding costs for the design,
construction, or other work representing the Public Participation Items.
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"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 180 consecutive monthly payments of economic development grant
installments and accrued Interest approved by the City Council pursuant to the Act and this
Agreement.
"Program Effective Date" means the date upon which Grantee elects to begin
participation in the Program, which may be the first day of any month following Tenant
Occupancy, as provided in Section 3.
"Program Grant" means a grant of ½ of 1% of the Total Taxable Sales for a period of 180
consecutive months, but not to exceed $6,664,901 plus accrued Interest, and not to exceed the
Actual Cost of the Public Participation Items, to be paid by the City to the Grantee in 180
monthly installments during the term of the Program.
"Property" means that certain tract of approximately 134 acres more particularly
described in Exhibit C attached hereto.
"Public Participation Items" means those improvements, design construction and other
work and cost items described on Exhibit A.
"Retail Improvements" means those Commemial Improvements that generate sales tax to
be paid to the City.
"Substantial Completion of the Improvements" means with regard to the Public
Participation Items, the date the contractor issues a certificate of completion for the Connector
Road, and for the Commercial Improvements the date of issuance of a certificate of occupancy
by the City Building Official of a minimum of 35,000 square feet of the Retail Improvements.
"Tenant Occupancy" means the date a certificate of occupancy is issued for a tenant of
the Commercial Improvements.
"Total Taxable Sales" means the total amount of all sales from which sales and use tax is
collected from businesses located on the Property.
Section 3. Term
This Agreement shall be effective as of the date of execution by both parties (the
"Effective Date"). At any time following the Effective Date but not before Tenant Occupancy,
the Grantee may elect to designate the first day of any month to be the Program Effective Date
by providing written notice to the City of such election 60 days prior to the designated date. The
term of the Program will be 180 consecutive months beginning on the date of the first Program
Grant installment payment. This Agreement will terminate upon the earlier of (a) the payment to
Grantee of the full amount of the Program Grant, or (b) payment in full of all 180 Program Grant
installments pursuant to the computation method provided in Section 5 of this Agreement for
each month during the term of the Program.
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Section 4. Program Grant
For each month of the Program Grant term, 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. Tenant
Occupancy shall be a condition precedent to the initiation of Program Grant payments.
Notwithstanding anything contained herein to the contrary, the Program Grant installment
payments will cease, this Agreement will automatically terminate, and Grantee will refund to the
City all Program Grant payments previously made if them is not Substantial Completion of the
Improvements by December 31, 2005. Program Grant payments may be withheld if there are
delinquent property taxes on any portion of the Property owned by the Developer until such
delinquent taxes have been paid. Developer may elect to have Program Grant payments credited
towards such delinquent taxes.
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 ½ of 1% of the Total Taxable Sales for the preceding month indicated by
the most recent State Comptroller's Monthly Sales Tax Report for the Property. If the State
Comptroller shall cease to issue Monthly Sales Tax Reports, City and Grantee shall cooperate to
arrive at a reasonably equivalent and mutually agreeable alternative method of computing
Program Grant installment payments. However, in such case, the City's obligation to make the
monthly Program Grant Payment is contingent upon the actual receipt of the monthly sales tax
from the State Comptroller.
Section 6. Other Grantee Obligations
In consideration of the Program Grant, Grantee agrees as follows:
(a)
The Commercial Improvements shall be designed and constructed to provide a
mixed use development consistent with other comparable first class mixed use
developments in the Dallas-Fort Worth area (e.g. Denton Crossings in Denton;
Frisco Bridges in Frisco; and Parker Square in Flower Mound). 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 (but not limited to) the design features shown on the Concept Plan
attached hereto as Exhibit D.
(b)
In the event of tenant turnover, Grantee shall use commercially reasonable efforts
to obtain quality tenants that are new to the Denton retail market. However,
existing Denton businesses shall not be prohibited from leasing space at the
Property.
(c)
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
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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.
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 on the Property if, in the sole opinion of the City,
such action is determined to be necessary. Grantee agrees upon request to use commercially
reasonable efforts to assist the City in obtaining such records from tenant taxpayers. During the
term of this Agreement, the City will keep, or cause to be kept, copies of the State Comptroller
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 the Retail Improvements 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 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, the City shall have the annual Program
Grant financial statement audited by an independent certified public accountant agreeable to both
the City and Grantee. Upon request of Grantee, City shall provide copies of City records related
to the Program Grant to investors, lenders, auditors or other parties designated by the Grantee.
Section 8. Default
If either party should default (the "Default Party") with respect to any of its obligations
hereunder and should fail, within thirty (30) days after delivery of written notice of such default
from the other party (the "Complaining Party") to cure such default, the Complaining Party, by
action or proceeding at law or in equity, may be awarded its damages and/or specific
performance for such default. The Complaining Party may exercises any other rights and
remedies it may have under this Agreement or as provided by law which rights and remedies are
cumulative.
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 indemnification 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.
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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;
(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. The City hereby waives its immunity from suit. The 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 Texas limited partnership duly organized and validly existing under
the laws of the State of Texas and is 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.
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Section 13. Rights of Lenders and Interested Parties
The City is aware that financing for acquisition, development and/or construction of the
Improvements may be provided, in whole or in part, from time to time, by one or more third
parties, including, without limitation, lenders, major tenants, equity partners and pumhasers or
developers of portions of the Property (collectively, "Interested Parties"). In the event of default
by Grantee, the City shall provide notice of such event of default at the same time notice is
provided to Grantee, to any Interested Parties previously identified to the City. 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 permit such Interested Parties to assume all
of the rights and obligations of Grantee under this Agreement. The City agrees not to pursue
remedies under this Agreement for a period of thirty (30) days after notice is given to such
Interested Parties. Such Interested Part/es will not, however, have a duty to cure any such
default. 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 rome 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. 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 15. 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 consent of the City to such assignment. Grantee, however, may assign to an
affiliate of which Grantee has at least a 51% ownership interest without the written consent of
the City, but only upon written notice to the City setting froth the name, address, and fax number
of the affiliate and the nature of the affiliation.
Section 16. Notice
Any notice and/or statement required or permitted to be delivered shall be deemed
delivered by depositing same in the United States mail, certified with return receipt requested,
postage prepaid, addressed to the appropriate party at the following addresses, or at such other
addresses provided by the parties in writing or to the fax numbers listed below;
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If to the Grantee:
Bob Shelton
Bob Shelton Enterprises, Inc.
3505 Teasley Lane
Denton, Texas 76205
Fax No. 940.536.1150
If to the City:
City Manager
City of Denton
215 E. McKinney
Denton, Texas 76201
Fax No. 940.349.8596
Section 17. 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 18. 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 19. Governing Law
This Agreement shall be governed by and construed in accordance with the laws and
court decisions of the State of Texas.
Section 20. Legal Construction/Partial Invalidity of Agreement
If a court of competent jurisdiction finds any provision of this Agreement to be invalid,
illegal, or unenforceable as to any person or circumstance, such finding shall not render that
provision invalid, illegal, or unenforceable as to any other persons or circumstances. It is the
intention and agreement of the parties to this Agreement that each such illegal, invalid or
unenforceable provision shall be amended by the parties hereto to the extent necessary to make it
legal, valid and enforceable while achieving the same objective of such provision, of, if that is
not possible, by substituting therefor another provision that is legal, valid and enforceable and
achieves the same objectives (or, if such provision cannot be amended or a provision substituted
therefor in a manner that is legal, valid and enforceable and achieves the same objectives, then
such provision shall be amended or a new provision substituted therefore that achieves as closely
as possible the same objectives or economic position as the illegal, invalid or unenforceable
provision, irrespective of whether such amendment or substituted provision is materially
different than the illegal, invalid or unenforceable provision).
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Section 21. Covenants Running with the Land.
This Agreement or a memorandum of agreement signed by the parties shall be recorded
in the Real Property Records of Denton County, Texas to evidence that the covenants contained
herein are covenants running with the land described as the Property, inure to the benefit and are
binding upon the City, Grantee, their respective successors and assigns, and upon all subsequent
owners of or anyone claiming an interest in the Property.
EXECUTED and effective as of the 23rd day of March, 2004, by the City, signing by and
through its City Manager, duly authorized to execute same by action of the City Council and by
Grantee, acting through its duly authorized officials.
Michael A. Conduff ~
012295.00010:827177.06
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
GRANTEE:
WINDJAMMER, LTD.,
a Texas limited parmership
By:
BOB SHELTON ENTERPRISES, LTD.,
a Texas limited partnership,
its General Partner
By:
BOB SHELTON ENTERPRISES
MANAGEMENT COMPANY, LLC,
a Texas limited liability company,
its General Partner
By:
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ACKNOWLEDGMENTS
STATE OF TEXAS )
COUNTY OF DENTON )
This instrument was acknowledged before me on th °e °e~ay of ~ff~b~ ,2004, by Michael
A. Conduff, City manager of the City of Denton, Texas, on behalfCof said city.
.,t-~;¥".~';~-",. JANE E. RICHARDSON
--'*.' ' ~'- Nota~ Public, State of Texas
]1 ........... Juno 27, 2005
!'
Notggr~ ~'ublic, in and for the State of Texas
My Commission expires: t~7~/~ 7/Off'
STATE OF TE,,~S . )
COUNTY OF L'd£~_,-]~9~,~ )
(~is ins~trumcnt was ac~owledged before me on the ~ ~y of~~, 2004 by
~ , general pa~er of Windj~er, Ltd., a Texas limited pa~ership, on
behalf of said pa~ership. , ~
[-~ ~TH~YN'~'~ ' Notaw PubliSh and for the S~e of Te~s
10
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EXHIBIT "A"
THE "PUBLIC PARTICIPATION ITEMS"
'l'l'Uf. #PUBI~IC PARTICIPATION ITg, MS"
Unicom I.Jke
~ Conntn.:~n, 81dewlll~ I. andscIplng Ind 8tom1 Sewer "Up-SMe"
Former
~ 3~2~454 0 3921~
N;~I~ 7~ 791,312
~ E-W
3B: N~
~w~
~C~ ~2~ ~1~
4:. ChUM · '
~ · ~3,491 ~,~7 852,~
'~
61~874 ~,170 1,~5,~7
Wind ~r
0 1~2~ i,2~
~ 'u~
· 183~ 0
'Hl~' - RJght,,~-v~y id~ ~ ~xctw. Uor~, ~ plvement, water fine~, sewer line~,
~torm dr, f~9. systerr4, ~d t~mpora~ erosion
'8oltm~rm' - 8idewellm, handicapped mmp~,.Mme~ lights, .lgrtage upgmdes, ~reet trees.
parkway tu~, inig~on, enhanced ~reet and .idewalk paving, Mmet furnishings and furniture.
Englrmedng and Contln~encl~ have ~ t'~ctomcl into the c~t e~ttm~tes for cons~'uddon.
Dmln~e ~ 'Up*Sim" C~t i. the 41R'emnce between the ~t of a etorrn sewer.ystem
dem~ed to a~ommod~te the ~,:~,r,~ ~mdltkm IIow..nd the ~o.t of. ~tem de~ilined to
Unicorn
-1-
~ 021985012.T06
Exhibit "A"
-1-
012295.00010:827177.06
0 5OO
SCALE'I" = 500'
I000
Ill
SECTIONS
CITY OF DENTON
DENTON COUNTY, TEXAS
Exhibit "A"
-2-
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Exhibit "A"
-3-
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Exhibit "A"
-4-
012295,00010:827177.06
Exhibit "A"
-5-
012295.00010:827177.06
Exhibit "A"
-6-
012295.00010:827177.06
Exhibit "A"
-7-
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r ES'riNe (EXCbUDING ~EOTEC~I) LF ~ $1.80
Exhibit "A"
-8-
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Exhibit "A'
-9-
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Exhibit "A"
-10-
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Exhibit "A"
012295.00010:827177.06
DESCRIPTION. . UNIT QUANTITY PRICE AMOUNT
Exhibit "A"
- 12 -
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Exhibit "A'
- 13 -
012295.00010:827177.06
To Ulmb~ Onelt~ Dmilmee W
To M OffMtl Drama)ed
Co~dltlo~ Flov~ from Pmlw~y
NMIh of UnlGom LMm
-1-
Exhibit "A"
-14-
012295.00010:827177.06
J
Section 2A'+ 2B equals a'tota! o[ ~791~312.
Exhibit "A"
-15-
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Section 2A + 2B equals a total o£ ~791,312,
Exhibit"A"
- 16-
012295.00010:827177.06
Exhibit "A"
-17-
012295.00010:827177.06
I
Exhibit "A"
-18-
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Exhibit "A"
-19-
012295.00010:827177.06
Exhibit "A"
-20-
012295.00010:827177.06
~xhibit "A"
-21-
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3,67&,693.G~
Exhibit "A"
- 22 -
012295.00010:827177.06
EXHIBIT "B"
CONNECTOR ROAD
0 5~0
CiTY OF DENTON
OENTON COUNTY. TEXAS
Exhibit "B"
-1-
012295.00010:827177.06
EXHIBIT "C"
THE "PROPERTY"
133.50 acres of land, more or less, being all of Tract One described below less and except all of
Tract Two described below:
Tract One:
BEING A TRACT OF LAND SITUATED IN THE M.E.P. & P.R.R. CO. SURVEY, A-950 IN
DENTON COUNTY, TEXAS, AND BE1NG ALL OF THAT TRACT OF LAND AS
DESCRIBED 1N DEED TO J.B. MORROW AS RECORDED IN VOLUME 763, PAGE 850
OF THE DEED RECORDS OR DENTON COUNTY, TEXAS (DRDCT) AND BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING at a found %-inch iron pipe with cap at the north comer of a tract of land to
Jostene, Inc., and in the southerly line of Interstate Highway 35E (variable with right-of-way),
and from said point a found ½-inch iron rod bears S 36° 14' 4Y' W, a distance of 1.25 feet;
THENCE S 38° 14' 43" W, leaving the southerly line of said Interstate Highway 35E and along
the northwesterly line of said Jostene tract, a distance of 346.69 feet to a found ½-inch iron rod;
THENCE S 02° 27' 27" W, leaving the northwesterly line of said Jostene tract, a distance of
2,391.72 feet to a found ½-inch iron rod at an inner comer of a tract of land described in deed to
Denton State School as recorded in Volume 435, Page 12, DRDCT;
THENCE S 89° 32' 29" W, along the most southerly north line of said Denton State School tract
and generally with a fence, a distance of 1,881.30 feet to a found ½-inch iron rod;
THENCE N 00° 11' 16" E, leaving the most southerly north line of said Denton State School
tract and generally with a fence, a distance of 1,915.59 feet to a found ½-inch iron rod at the
southeast comer of a tract of land previously described in deed to Dimension Development
Company as recorded in Volume 1284, Page 718, DRDCT;
THENCE N 00° 20' 14" E, along the most easterly line of said Dimension Development tract
and generally with a fence, a distance of 1, 113.33 feet to a found 3A-inch iron pipe at the
southwest comer of a save and except tract of land previously described in deed to J.B. Morrow
as recorded in Volume 763, Page 850, DRDCT, from which a found ½-inch iron rod bears S 89°
50' 43" W, a distance of 0.29 feet;
THENCE N 89° 50' 43" E, leaving the most easterly line of said Dimension Development tract
and along the south line of said save and except tract, a distance of 1,274.85 feet to a found ½-
inch iron rod;
THENCE N 39° 48' 17" E, along the southeasterly line of said save and except tract, a distance
of 309.86 feet to a fence post in the southerly line of said Interstate Highway 35E, from which a
found ½-inch iron rod bears S 01° 58' 05" E, a distance of 0.55 feet;
Exhibit "C"
-1-
012295.00010:827177.06
THENCE S 50° 11' 43" E, leaving the southeasterly line of said save and except tract and along
the southerly line of said Interstate Highway 35E, a distance of 927.27 feet to the POINT OF
BEGINNING and containing 136.50 acres of land.
LESS AND EXCEPT
Tract Two:
BEING a 3.000 acre tract of land situated in the M.E.P. & P.R.R. Co. Survey, A-950, Denton
County, Texas, and being a portion of that certain 136.50 acre tract of land described in deed to
WlNDJAIvlMER, LTD, and recorded in Volume 4131, Page 604 of the Deed Records of Denton
County, Texas (DRDCT); said 3.000 acre tract of land being more particularly described as
follows:
BEGINNING at a 3A-inch diameter iron pipe with cap found in the southwesterly right-of-way
line of Interstate Highway 35, a variable width right-of-way, at the most easterly northeast comer
of the 136.50 acre tract, the same being the most northerly comer of a tract of land described in
deed to JOSTEN'S, INC., recorded in Volume 571, Page 39, DRDCT;
THENCE, along the common line between the 136.50 acre tract and the Josten's tract, S 37° 56'
22" W, a distance of 1.25 feet passing a ½ inch diameter iron rod found, in all a distance of
346.69 feet to a ½ inch diameter iron rod found at the southerly comer of the Josten's tract and
the northwest comer of the Jestens Addition, an addition to the City of Denton, Texas as shown
on plat recorded in Book H, Page 362 of the Map Records of Denton County, Texas;
THENCE, along the easterly line of the 136.50 acre tract and the westerly line of the Jostens
Addition, S 02° 11' 00" W, a distance of 260.45 feet to a 5/8 inch diameter iron rod with Carter
& Burgess cap set for the most southerly comer of the tract of land herein described;
THENCE N 50° 30' 07" W, a distance of 367.31 feet to a 5/8 inch diameter iron rod with Carter
& Burgess cap set for comer;
THENCE N 39° 29' 53" E, a distance of 553.70 feet to a 5/8 inch diameter iron rod with Carter
& Burgess cap set in the northeasterly line of the 136.50 acre tract, the same being the
southwesterly line of Interstate Highway 35;
THENCE, along said common line, S 05° 30' 07" E, a distance of 200.00 feet to the POINT OF
BEGINNING;
CONTAINING an area of 3.000 acres or 130,665 square feet of land, more or less.
LEAVING A BALANCE OF 133.50 ACRES, MORE OR LESS, COVERED BY THIS LEASE.
Exhibit "C"
-2-
012295,00010:827177.06
E3rFIIRIT "D"
CONCEPT PLAN
EXHmIT "D"
ZONING
Exhibit "D"
-1-
012295.00010:827177.06
EXHIBIT "D"
CONCEPT PLAN
Exhibit "D"
-2-
012295.00010:827177.06