HomeMy WebLinkAboutResolution No. 2013-022
CITY OF THE COLONY, TEXAS
RESOLUTION NO. 2013-022
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, APPROVING A LETTER AGREEMENT FOR
FURTHER DEVELOPMENT OF HIDDEN COVE PARK; PROVIDING A
SEVERA13IL1TY CLAUSE; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, on .lanuary 10, 2005, the City and Marine Quest - Hidden Cove, L.P., a
Texas limited partnership (hereinafter referred to as "Developer") entered into the initial
development agreement (hereinafter referred to as the "Original Development Agreement")
pi-n-suant to Texas Local Government Code, Section 212.071 et seg., relating to the design and
construction of improvements to Hidden Cove Park (also referred to as the "Leased Premises");
and
WHEREAS, on or about January 3, 2005, the City and Developer entered into that
certain Ground Lease, Real Property and Personal Property Lease Agreement (hereinafter
referred to as the "Sublease Agreement") pursuant to Texas Local Government Code, Section
2 12.071 cwt seal. relating to the demise of the Leased Premises for the purpose of developing,
constructing, maintaining, and operating various facilities and improvements thereon; and
WHEREAS, on or about August 10, 2008, the City and Developer entered into that
certain Ameridincnt No. 1 to the Development Agreement (hereinafter referred to as the "First
Development Agreement Amendment"), which amended the Original Development Agreement
in certain respects, and
WHEREAS. the City and Developer entered into that certain Amendment No. 1 to the
Marine Quest Groundlease, Real Property, and Personal Property Lease Agreement (hereinafter
referred to as the "First Groundlease Amendment"), which amended the Sublease Agreement in
certain respects by including water surface area as part of the Leased Premises; and
WHEREAS, on July 30, 2010, the City, Developer, and Lender entered into an
Agreement as to Lease and Sublease Agreement Assignment (hereinafter referred to as the
"Assignment Agreement") in order for [lie Developer to refinance the development of the Leased
Premises, and
WHEREAS, Section 3 of the Assignment Agreement provides that if Developer fails or
refuses to perform any of the covenants or agreements contained in the Original Lease sufficient
to constitute a default on the part of Developer, the City will provide the same notice of such
default to Lender as to Developer under the terms of the Original Lease and the Sublease
Agreement, and Lender shall have the right and shall be given a reasonable opportunity to cure
such default if Developer shall fail to cure the default; and
WHEREAS, on or about May 17, 2012, the City sent a sixty (60) day notice of intent to
terminate the Original Development Agreement and Sublease Agreement to Developer and
Lender contending there was a default. This written notice provided a sixty (60) day window for
Developer to cure certain defaults as enumerated therein; and
WHEREAS, on or about July 23, 2012, following the sixty (60) day window to cure
various alleged defaults, the City sent a letter to Developer and Lender purporting to terminate
the Original Development Agreement and Sublease Agreement (the "Termination Letter"). This
written notice further included notice and demand for Developer to vacate and surrender the
Leased Premises within ten (10) days; and
WHEREAS, on or about July 27, 2012, and following receipt of the Termination Letter,
Lender notified the City in writing of its rights under the Assignment Agreement, including
Lender's right to cure any actual or perceived default by Developer, and demanded a reasonable
opportunity to cure such alleged or perceived defaults in accordance with the applicable
agreements; and
WHEREAS, following Lender's July 27"' correspondence, the City, Developer, and
Lender have indicated to each other their desire to work together to resolve the disputes between
them in accordance with Section 8 of the Assignment Agreement, the Sublease Agreement, and
the Development Agreement; and
WHEREAS, on or about August 23, 2012, the City, Developer, and Lender held a face-
to-face meeting to discuss possible resolution of this dispute; and
WHEREAS, on or about September 4, 2012, the City Council of the City of The Colony,
Texas, held a City Council meeting and discussed the resolution of this dispute; and
WHEREAS, since receiving the Termination Letter, and throughout the City's
consideration of this matter, Developer has continuously possessed the Leased Premises, has
continuously used and operated the existing facilities and improvements, and has proceeded with
due diligence with respect to the construction and development of additional facilities and
improvements as requested by the City; and
WHEREAS, Developer is seeking additional funding to complete the development and
construction of the improvements to the Leased Premises, and Lender is agreeable to advancing
the same to Developer provided Developer receives sufficient assurances from the City regarding
the status of the development of the Leased Premises and the enforceability of the Sublease
Agreement and related agreements; and
WHEREAS, to avoid the time, expense, and risk of litigation, to promote certainty with
respect to the parties' rights, duties, and legal obligations, and to allow the development of the
Leased Premises to proceed in an orderly fashion, the City, Developer, and Lender desire to
amend and restate their mutual obligations and evidence the same pursuant to the Letter
Agreement for Further Development of Hidden Cove Park, a copy of which is attached hereto as
Exhibit A.
Page 2
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF THE COLONY, TEXAS, THAT:
SECTION 1. The findings set forth above are incorporated into the body of this Resolution
as if frilly set forth herein.
SECTION 2. The City Council of the City of The Colony, Texas, does hereby approve
the Letter Agreement for Further Development of Hidden Cove Park, a copy of which is attached
hereto as Exhibit A, and is incorporated herein for all purposes.
SECTION 3. If any section, article paragraph, sentence, clause, phrase or word in this
Resolution, or application thereto to any persons or circumstances, is held invalid or
unconstitutional by a Court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this Resolution; and the City Council hereby declares it would have
passed such remaining portions of this Resolution despite such invalidity, which remaining portions
shall remain in full force and effect.
SECTION 4. This Resolution shall become effective from and after its date of passage
in accordance with law.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE
COLONY, TEXAS, THIS day of 2013.
Joe McCourry, Mayor
ATTEST:
Christie Wilson, City Secretary
APPROVED AS TO FORM:
Jeff Moore, Ci Attorney;
}
Te1~'r/t
Page 3
Exhibit A
Letter Agreement for Further Development
of
Hidden Cove Park
Page 4
LETTER AGREEMENT FOR FURTHER DEVELOPMENT
OF HIDDEN COVE PARK
This LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
(hereinafter referred to as the "Agreement") is made by and between the City of The Colony,
Texas, a Texas home-rule municipality (hereinafter referred to as the "City"), PlainsCapital
Bank, a Texas financial institution (hereinafter referred to as "Lender"), and Marine Quest
Hidden Cove, L.P., a Texas limited partnership (hereinafter referred to as "Developer"), and each
acting by and through their duly authorized representatives, on this day of March, 2013
(the "Effective Date"), agree as follows:
RECITALS:
WHEREAS, the City is the holder of the leasehold under Lease No. DACW63-1-00-
0816 (the "Original Lease"), dated May 12, 2000, granted by authority of the Secretary of the
Army for a term of fifty years, beginning April 1, 2000, and covering approximately 720 acres of
land and water in Denton County, Texas, commonly known as Hidden Cove Park; and
WHEREAS, on or about January 3, 2005, the City and Developer entered into that
certain Ground Lease, Real Property and Personal Property Lease Agreement (hereinafter
referred to as the "Sublease Agreement") pursuant to Texas Local Government Code, Section
212.071 et seq. relating to the demise of a portion of Hidden Cove Park, being 428 acres, more or
less (hereafter the "Leased Premises"), for the purpose of developing, constructing, maintaining,
and operating various facilities and improvements thereon; and
WHEREAS, on or about January 10, 2005, the City and Developer entered into a
Development Agreement (hereinafter referred to as the "Original Development A reement")
pursuant to Texas Local Government Code, Section 212.071 et seg., relating to the design and
construction of various improvements on the Leased Premises; and
WHEREAS, on or about August 10, 2008, the City and Developer entered into that
certain Amendment No. 1 to the Development Agreement (hereinafter referred to as the "First
Develmment Agreement Amendment"), which amended the Original Development Agreement
in certain respects; and
WHEREAS, the City and Developer entered into that certain Amendment No. 1 to the
Marine Quest Groundlease, Real Property, and Personal Property Lease Agreement (hereinafter
referred to as the "First Groundlease Amendment"), which amended the Sublease Agreement in
certain respects by including water surface area as part of the Leased Premises; and
WHEREAS, on or about July 30, 2010, the City, Developer, and Lender entered into an
Agreement as to Lease and Sublease Agreement Assignment (hereinafter referred to as the
"Assignment Agreement") to allow Developer to refinance the development of the Leased
Premises; and
334596 9 [March O6. 2013] Page 1 of 21
LETCER AGREFMENT FOR FURT7IER DEVELOPMENT OF H1DL)EN COVE. PARK
WHEREAS, Section 3 of the Assignment Agreement provides that if Developer fails or
refuses to perform any of the covenants or agreements contained in the Original Lease sufficient
to constitute a default on the part of Developer, the City will provide the same notice of such
default to Lender as to Developer under the terms of the Original Lease and the Sublease
Agreement, and Lender shall have the right and shall be given a reasonable opportunity to cure
such default if Developer shall fail to cure the default; and
WHEREAS, on or about May 17, 2012, the City sent a sixty (60) day notice of intent to
terminate the Original Development Agreement and Sublease Agreement to Developer and
Lender contending there was a default. This written notice provided a sixty (60) day window for
Developer to cure certain alleged defaults as enumerated therein; and
WHEREAS, on or about July 23, 2012, following the sixty (60) day window to cure
various alleged defaults, the City sent a letter to Developer and Lender purporting to terminate
the Original Development Agreement and Sublease Agreement (the "Termination Letter"). This
written notice further included notice and demand for Developer to vacate and surrender the
Leased Premises within ten (10) days; and
WHEREAS, on or about July 27, 2012, and following receipt of the Termination Letter,
Lender notified the City in writing of its rights under the Assignment Agreement, including
Lender's right to cure any actual or perceived default by Developer, and demanded a reasonable
opportunity to cure such alleged or perceived defaults in accordance with the applicable
agreements; and
WHEREAS, Developer denies that any default has occurred under the Original
Development Agreement, as amended by the First Development Agreement Amendment
(hereafter the "Development Agreement"), and the Sublease Agreement, as amended; and
WHEREAS, following Lender's July 27th correspondence, the City, Developer, and
Lender have indicated to each other their desire to work together to resolve the disputes between
them in accordance with Section 8 of the Assignment Agreement, the Sublease Agreement, and
the Development Agreement; and
WHEREAS, on or about August 23, 2012, the City, Developer, and Lender held a face-
to-face meeting to discuss possible resolution of this dispute; and
WHEREAS, on or about September 4, 2012, the City Council of the City of The Colony,
Texas, held a City Council meeting and discussed the resolution of this dispute; and
WHEREAS, on or about October 2, 2012, the City Council of the City of The Colony,
Texas, held a City Council meeting and further discussed and approved a request to change the
boat slips required to complete Hidden Cove Marina. A copy of the revised boat slip layout is
attached hereto as Exhibit B; and
WHEREAS, since receiving the Termination Letter, and throughout the City's
consideration of this matter, Developer has continuously possessed the Leased Premises, has
334596.9 [March 06. 2013] Page 2 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
continuously used and operated the existing facilities and improvements, and has proceeded with
due diligence and care with respect to the construction and development of additional facilities
and improvements as requested by the City; and
WHEREAS, Developer is seeking additional funding to complete the development and
construction of the improvements to the Leased Premises, and Lender is agreeable to advancing
the same to Developer provided that Developer and Lender receive sufficient assurances from
the City regarding the status of the development of the Leased Premises and the enforceability of
the Sublease Agreement and related agreements; and
WHEREAS, to avoid the time, expense, and risk of litigation, to promote certainty with
respect to the parties' rights, duties, and legal obligations, and to allow the development of the
Leased Premises to proceed in an orderly fashion, the City, Developer, and Lender desire to
amend and restate their mutual obligations and evidence the same pursuant to this Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the City, Developer, and Lender agree as follows:
SECTION I.
INCORPORATION OF RECITALS
The foregoing recitals are true and correct and are hereby incorporated into the body of
this Agreement and shall be considered part of the mutual covenants, consideration, and
promises binding the parties.
SECTION II.
DEFINITIONS TO AGREEMENT
A. Definitions. Certain terms have been defined in the recital section. Other terms,
as used in this Agreement, are defined as follows:
1. Applicable Standards. The term "Applicable Standards" shall mean, as it
relates to marina operations, the standard by which Texas lakes, otherwise similar to Lake
Lewisville, are maintained by quality marina and campground operators and which are generally
consistent with the Texas Clean Marina standards; and as it relates to park operations, the
standard by which parks owned and operated by the State of Texas or Corps with similar
amenities and characteristics of the Hidden Cove Marina development project are maintained.
2. Boat Dock(s) and Marina. The term "Boat Dock(s) and Marina" shall
mean a lead way, landing, pier, or wharf having one or more Boat Slips at or near the water as a
place to receive and store boats and water crafts, which includes a gangway or walking surface to
connect the same to dry land.
334596.9 [March 06, 2013] Page 3 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
3. Boat Slip. The term "Boat Slip" or "Boat Slips" shall mean a portion of a
pier, main pier, finger pier, or float where a boat is berthed or moored, or used for embarking or
disembarking.
4. Cabins. The term "Cabins" shall mean a small building containing one to
four rooms, which is rustic in appearance and blends in with the natural settings, and provides for
heating, air conditioning, and sleeping accommodations, as well as any other improvements as
agreed upon by the City and Developer and as permitted by the Corps. Cabins may be portable
or permanent but must comply with the Corps' elevation requirements.
5. Ci Manama. The term "City Manager" shall mean the City of The
Colony City Manager, or his or her designee.
6. Construction Documents. The term "Construction Documents" shall
mean the site plan and the plans and specifications submitted for the design, installation, and
construction of the Hidden Cove development project, as approved by the City.
7. Corps.. The term "Corps" shall mean the U.S Army Corps of Engineers.
8. Dr Sy torn ee Spaces. The term "Dry Storage Spaces" shall mean those
areas currently existing or which may be constructed on the Leased Premises dedicated to the
storage of equipment or goods for use on the Leased Premises pursuant to the Construction
Documents, but shall not include any petroleum products for use in equipment or watercraft.
9. Force Majeure. The term "Force Majeure" shall mean strikes, riots, acts
of God, shortages of labor or materials, war, governmental and agency approvals, including,
without limitation, approval by the Corps, laws, regulations, or restrictions, or any other cause of
any kind, whatsoever which is beyond the reasonable control of a party.
10. Group Bunkhouses. The term "Group Bunkhouses" shall mean group
dormitories containing kitchen facilities, restroom facilities, and sleeping accommodations and
other similar type structures as agreed upon between the City and Developer and approved by the
Corps.
11. Peak Summer Season. The term "Peak Summer Season" shall mean the
time period generally from April 1 to October 31 of each year.
12. Project. The term "Project" shall mean the construction and development
of the improvements to the Leased Premises in accordance with the Construction Documents.
13. Restaurant/Bar. The term "Restaurant/Bar" shall mean an area of the
Rustic Lodge or separate facility dedicated to the preparation and sale of food and beverages for
human consumption in accordance with the Construction Documents.
14. Wet Slip. The term "Wet Slip" shall mean Boat Slips that are covered or
uncovered, on or over the water, but with direct access to the water.
334596.9 [March 06, 2013] Page 4 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
SECTION III.
AFFIRMATIVE OBLIGATIONS OF DEVELOPER
Developer covenants and agrees that it shall comply with each of the following terms,
conditions, and obligations:
A. Project Construction; New Development. Developer shall continue to develop the
Project in accordance with this Agreement. Any and all new development must adhere to the
items listed in Hidden Cove Park's 10-year development plan as identified in the Lake
Lewisville Resource Document and 1999 Programmatic Environmental Assessment. Any new
development, including new locations for development, which have not been included in said
documents may be subject to additional environmental assessments and other studies in order to
obtain Corps approval and shall be done at Developer's expense. Any mitigation required for
new development shall be at Developer's expense. Developer shall conduct studies and survey
plans for projected demands and growth for the future by July 9, 2018.
B. Existing / Currently Planned Improvements. In further of the development of the
Project, Developer covenants and agrees to construct, cause to be constructed, or continue to
construct, each of the following currently planned improvements with the same being completed
or substantially completed by, if not otherwise specifically stated, the later of May 1, 2013, or
one hundred and eighty (180) days from the date that Developer receives final written approval
by the Corps for construction of the same (hereafter the "Development Deadline"):
1. Boat Slips. A total of 350 Boat Slips. In connection, the City
acknowledges that Developer has previously constructed some or all of the Boat Slips under the
existing Development Agreement and that credit should be given for all Boat Slips constructed,
in full or part, as of the Effective Date. To that end, and with Developer receiving credit for any
Boat Slips constructed, in whole or part, as of the Effective Date, Developer shall only be
required to deliver a maximum of 350 Boat Slips on or before the Development Deadline, with
such Boat Slips having the following dimensions and characteristics:
(a) 39 - twenty-four foot (24') Boat Slips;
(b) 39 - thirty foot (30') Boat Slips;
(c) 124 - thirty-six foot (36') Boat Slips;
(d) 52 - forty-eight foot (48') Boat Slips with pump outs;
(e) 48 - sixty foot (60') Boat Slips with pump outs;
(f) 24 - seventy-two foot (72') Boat Slips with pump outs; and
(g) 24 - covered rental Boat Slips.
334596.9 [March 06, 2013] Page 5 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
2. Sewage Pump-Outs to Boat Slips. Sewage pump-outs to 124 Boat Slips
consistent with Section IILB. L(d) -(f) of this Agreement.
3. Lakeview Restaurant/Bar. The Lakeview Restaurant/Bar.
4. Dry Storyge Spaces. A total of 520 Dry Storage Spaces as set forth
below:
(a) 320 Dry Storage Spaces on or before the Development Deadline.
(b) 200 Dry Storage Spaces by the later of July 9, 2016, or 180 days
from the date that Developer receives final written approval from all governmental bodies,
agencies, and regulatory authorities having jurisdiction over the design, engineering, planning,
and construction.
(c) The parties acknowledge that Developer is currently in the process
of completing construction of 200 Dry Storage Spaces, which shall count towards the total
number of 520 Dry Storage Spaces to be delivered hereunder.
5. Covered Dry Storage Spaces. 124 covered Dry Storage Spaces, which
shall also count and be included towards the total of 520 Dry Storage Spaces provided in Section
III. B.4. above.
6. Recreational Vehicle (RV) Sites. A total of 50 recreational vehicle (RV)
sites. The parties acknowledge that Developer's plan for the construction and design of the RV
sites while submitted for approval, has not been finally approved by the Corps as of the Effective
Date and that until such approval is received, Developer may not proceed with this part of the
development plan.
7. Group Bunkhouses. Six (6) Group Bunkhouses. The parties acknowledge
that Developer's plan for the construction and design of the Group Bunkhouses while submitted
for approval, has not been finally approved by the Corps as of the Effective Date and that until
such approval is received, Developer may not proceed with this part of the development plan.
8. Rustic Lod eiConference/Nature Center. A resort Rustic
Lodge/Conference/Nature Center with deluxe pool, or alternative agreed to by Developer and the
City, to be constructed and substantially completed within the later of five (5) years from the
Effective Date, or one (1) year following the date that final approval is received from each
governmental body / regulatory authority having jurisdiction over the same, including the Corps.
9. Rustic Cabins. Install rustic Cabins based upon market demand and as
further agreed upon by Developer and the City.
10. Refurbish Beach. Refurbish beach located on the Leased Premises by July
9, 2018.
334596.9 [March 06. 2013] Page 6 of 21
LETTER AGREEMENT FOR FURTHER DFVELOPMENT OF HIDDEN COVE PARK
C. Water and Wastewater. Developer shall, at its cost, maintain and renew as needed
for full compliance all water and wastewater permits with the Texas Commission on
Environmental Quality ("TCEQ") for operation of existing systems. Developer shall construct
and complete such infrastructure expansion of water and wastewater systems to accommodate
additional amenities as needed. The wastewater system shall be properly maintained and tested
weekly. Water and wastewater shall be subject to monthly testing. All water systems shall be in
compliance with applicable state and federal laws and regulations as well as with the guidelines
and standards as set forth by TCEQ and/or other local agencies. Developer shall provide
certified and licensed personnel to conduct all water and wastewater systems maintenance and
shall provide copies of all testing reports to the City upon request. The City shall be notified
immediately of any violation notifications received by Developer from TCEQ, and shall provide
to the City a written action plan to rectify the violation(s).
D. Compliance with Law. All buildings and facilities shall be constructed in
accordance with the Americans with Disabilities Act and state law requirements for Building and
Facilities, a copy of which has been provided to Developer by the City.
E. Maintenance; Maintenance Standards.
1. Developer shall provide proper, good and workmanlike maintenance of all
facilities, grounds, equipment, structures, and amenities in accordance with Applicable
Standards.
2. Developer shall diligently provide required maintenance of all
improvements to the Leased Premises, including but not limited to, outdated roofs, outdated
electrical, outdated plumbing, and shall perform all necessary upgrades to structures and assets
as needed. Roadways, parking lots and utility infrastructure shall be kept in good repair and
shall be replaced, renovated and/or upgraded as needed.
3. Docks and walkways shall be reviewed daily and inspected weekly. All
docks and walkways shall be kept clean and clear of dirt, debris, spider webs, vegetation and all
prohibited materials, and will be further maintained in accordance with Applicable Standards.
Repairs shall be made as required to maintain compliance with this Agreement.
4. Shoreline erosion areas shall be maintained to minimize loss of usable
parkland and to protect against loss of buildings and structures to the extent reasonably
practicable. Whenever possible, shoreline erosion shall be controlled by nonstructural measures
that encourage the preservation of the natural environment are the preferred methods. The use of
native and adoptive plants that are suited to the existing conditions can help ensure the long term
viability of the non-structural controls. In accordance with the Clean Texas Marina Guidelines,
best management practices, will be observed. All shoreline and erosion control constructed
under this Agreement shall be done upon approval of the Corps and City.
5. During the Peak Sumner Season, grass shall be mowed weekly in day-use
and camping areas and trees shall be trimmed and treated for disease as needed. Hike/bike trail
in primitive area shall be kept in good usable condition. Restrooms shall be kept clean and
334596.9 [March 06, 2013] Page 7 of 21
LETTER AGREEMENT I-OR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
sanitary at all times. Campsites, shelters, beaches, pavilions, buildings and all public use areas
shall be kept clean and properly maintained to provide a high quality experience for customers at
all times in accordance with Applicable Standards.
F. Development Schedule and Maintenance Compliance.
1. The City shall perform regular inspections of all equipment, structures,
infrastructure, and all other assets in the Leased Premises, and shall provide Developer written
notice of non-compliant maintenance issues. Developer shall be given forty five (45) days to
comply with standards set forth in this Agreement or will be subject to a non-conformance
penalty of $50 per day until compliance is reached. Any penalties must be paid by Developer to
City within thirty (30) days of assessment. If maintenance compliance cannot be reached within
the periods of time specified in this section due to circumstances beyond the reasonable control
of Developer, and Developer can demonstrate due diligence in attempting to reach compliance,
City Manager may consider waiving said maintenance non-conformance penalties if requested in
writing by Developer.
2. Developer shall adhere to all development schedules as reflected in this
Agreement, and shall be subject to non-conformance penalties in the amount of $100 per day for
any improvements that do not meet the development standards and/or timeline approved by the
City. Any penalties must be paid by Developer to City within thirty (30) days of assessment.
Waiver of non-conformance development penalties shall be considered by City Council if
Developer can demonstrate due diligence in ensuring schedules are adhered to, and/or factors
beyond Developer's control caused a delay in development of the Project, including delay caused
by the timing or lack of any approvals required by the Corps.
G. Development Standards.
1. All new development under this Agreement shall be designed and built
with materials approved under the requirements of the Corps, state and local codes.
2. All new construction shall meet the standards outlined by the Corps
Standard Operating Procedures Outgrant Management Directives, as well as all applicable state
and local requirements, including, but not limited to: 2008 NFPA 70 National Electrical Code;
Standard Specification for Construction of Highways, Streets, and Bridges, Texas State
Department of Highways and Public Transportation; City of The Colony Code of Ordinances;
International Building Code 2006, International Plumbing Code 2006, International Fire Code
2006, International Mechanical Code 2006, 2006 International Fuel Gas Code, 2006
International Energy Conservation Code; U.S. Department of Transportation; Americans with
Disabilities Act -TDLR TAS (Texas Dept. of Licensing and Regulations -Texas Accessibility
Standards); Clean Water Act; American National Standards Institute; Texas Commission on
Environmental Quality (TCEQ); U.S. Fish and Wildlife; and National Environmental Protection
Act (NFPA).
3. With the exception of repairs, additions, expansions, upgrades, and
improvements to the existing water supply and sewer treatment plant, all design and construction
334596.9 [March 06, 2013] Page 8 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
of new or additional improvements shall be in compliance with the Corps Construction and
Maintenance Criteria for Commercial Docks, Marinas, and Public Parks, including floatation,
walkways, handrails, anchorage, electrical, fire protection, fuel storage, refueling area, and
battery storage area.
4. Floatation elements of construction shall be encapsulated. Floatation shall
provide a minimum freeboard of nine (9") inches, plus a 40 PSF (pounds per square foot) live
load. All steel shall be galvanized. Walkways shall be a minimum of four feet (4') wide, with
slip fingers no less than three feet (3') wide. Decking materials shall be concrete or other
material approved by the City. Wave attenuators shall be attractive and functional. "Tire"
breakwaters shall be prohibited.
H. Operations and Meetings. Developer shall provide continual full service and
business operations of all facilities and improvements in the park for the duration of the
Agreement, subject to events of Force Majeure. Developer shall conduct an annual meeting with
the City within forty-five (45) days of the beginning of each year to in good faith review the
development and marketing schedule for the Project for the upcoming year, and in good faith
review contractual agreements for compliance and to mutually determine if
amendments/adjustments to the agreements are needed. Developer shall expand the existing
marketing plan and will submit an updated plan for approval by no later than July 9, 2016.
1. Permitted Use of Existing Facilities.
1. The City shall be permitted to use the existing Hidden Cove Park
Conference/Dining facility six (6) times per year for one (1) day events sponsored by the City,
provided, however, that such event shall neither conflict with any prime time event previously
scheduled nor interfere with or negatively impact the operation of the Marina. The City shall
give Developer at least sixty (60) days' prior notice of its intent in this regard to minimize any
scheduling conflicts. Unless otherwise agreed to in writing, and with the exception of providing
access and utilities to the Hidden Cove Park Conference/Dining facility, Developer shall have no
other obligation, duty, or responsibility to the City in connection with such events.
2. Upon sixty (60) days' written notice from the City to Developer, the City
shall be permitted to host four (4) special events per year at Hidden Cove Park, provided
however, that such event shall neither conflict with any event previously scheduled nor
negatively impact the operation of the Leased Premises by Developer. Unless otherwise agreed
to in writing, Developer shall have no obligation, duty, or responsibility to the City in connection
with such events.
3. Developer shall provide the City with a Wet Slip and a lift to store the
City's Fireboat as required by City Code for fire protection of the Leased Premises and other
locations within the City's jurisdiction. Within ninety (90) days of the Effective Date, Lender
shall provide title to said Fireboat free and clear of all liens and encumbrances.
4. Developer must obtain City and Corps approval before finalizing any
concession agreements for operations within the Leased Premises, which approval shall not be
334596.9 [March 06, 2013) Page 9 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
unreasonably withheld, and such agreements shall comply with applicable City ordinances and
Corps regulations.
J. Permits. All applicable local, state and federal permits, licenses and certifications
shall be kept current and maintained by Developer during the term of this Agreement. Testing
and reporting requirements and obligations shall be kept current, including, but not limited to,
Spill Prevention and Countermeasure Control Plan, Clean Water Permits, Storm Water
Prevention Pollution Plans, Certificate of Registration for Weights and Measures, TCEQ Storage
Tank Registration, public water supply and wastewater system reports and permits as required by
TCEQ.
K. Miscellaneous.
1. Fee structures for entry, use of facilities, services and goods must be
reasonable and comparable to rates charged at similar parks and facilities. The City of The
Colony, Texas residents shall receive a five dollar ($5.00) discount on an annual park pass.
2. Exempt park entry permits held by City employees, City Council, and
Board members shall be honored throughout the term of this Agreement.
3. Combination annual permits, for both Stewart Creek Park and the Leased
Premises and outstanding gift certificates shall be honored by Developer through the expiration
date of any such permit and gift certificate. The cost for printing, and revenue from sales of the
permits and gift certificates, shall be shared equally between the City and Developer. The City
and Developer shall mutually agree on the cost for production of the permits, and the fee
structure for the sale of the permits and gift certificates.
L. Revocation of Development Agreement. This Agreement shall supersede and
take the place of the Development Agreement, as amended. To that end, it is expressly
acknowledged and agreed that the Development Agreement, as amended, is hereby revoked and
is of no further force or effect whatsoever.
SECTION IV.
DEFAULT; OPPORTUNITY TO CURE; IMMUNITY
A. Events of Default. Any of the following occurrences or acts shall constitute an
event of default under this Agreement:
1. if Developer shall fail to commence or complete the construction of any
improvement to the Leased Premises in accordance with the timetable established herein or any
other timetable agreed upon by the parties from time to time in writing; fail to make any payment
due hereunder within the time and manner prescribed herein; or fail to abide by any material
term, condition, or obligation of this Agreement.
2. if the City shall fail to abide by any material term, condition, or obligation
of this Agreement.
334596.9 [March 06, 2013] Page 10 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
3. if Lender shall fail to abide by any material term, condition, or obligation
of this Agreement.
B. Notice and Opportunity to Cure - the City. If the City is in default hereunder,
written notice of the same shall be delivered to the City. Written notice of default must specify
the act or omission constituting the event of default. The City shall have sixty (60) days to cure
any default for which written notice is given. In the event that the City fails to timely cure any
default for which written notice is given, the City shall be liable for any and all damages
resulting therefrom and as allowed by law and this Agreement.
C. Notice and Opportunity to Cure - Developer. If Developer is in default
hereunder, the City shall give Developer written notice of the default and provide Developer
with at least sixty (60) days to cure the same. Any written notice of default to Developer shall
include a short and concise statement describing each and every act or omission constituting a
default hereunder, and in no event shall Developer ever be deemed or found to be in default of
this Agreement for an act or omission that is not specifically enumerated and described in the
written notice of default. The sixty (60) day cure period shall begin on the first day following
the day that the written notice of default is actually received by Developer. The receipt of
written notice of default and Developer's failure to timely cure the alleged default shall be an
express condition precedent to the City's right to pursue termination of this Agreement under
Section V.
D. Notice and Opportunity to Cure Developer's Default. If Developer should fail to
timely cure any default under this Agreement for which written notice has been given in
accordance with Section IV.C., Lender shall be afforded a reasonable opportunity under the
circumstances to cure the default as an express condition precedent to the City's right to pursue
any remedy available at law, in equity, or under this Agreement, including termination under
Section V, as set forth below. To that end, and following the expiration of Developer's cure
period, the City shall provide written notice of the uncured default to Lender, with such notice
including a copy of the written notice first provided to Developer. Upon receipt of notice of the
uncured default, Lender shall have the right and be given at least sixty (60) days to trine
Developer's default. If Developer's default is not cured within said sixty (60) days, and
provided that Lender has commenced efforts to cure Developer's default, Lender shall have such
additional time as may be reasonably necessary under the circumstances to cure Developer's
default provided that Lender's attempts are continuously prosecuted with no lapse thereof of
more than sixty (60) consecutive days. To the extent that the City may terminate this
Agreement, it is specifically acknowledged and agreed that in no event shall a termination occur
until such time that Lender has been afforded a reasonable opportunity under the circumstances
to cure a default as set forth above for which notice has been given and has failed to do so.
E. Dispute Resolution; Waiver of Immunity. The parties agree to work together to
resolve any dispute that may arise out of this Agreement. Should a dispute arise that is not
resolved by agreement of the parties, then such dispute shall be resolved pursuant to the
provisions of Chapter 2260 of the Texas Government Code. It is further expressly
acknowledged and agreed that by entering into this Agreement, that the City is hereby waiving
334596.9 [March 06, 2013] Page I I of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
its immunity in accordance with Sections 271.151 to 271.160 of the Texas Local Government
Code, as amended.
SECTION V.
TERMINATION
This Agreement may be terminated by the mutual written agreement of all the parties
hereto. Further, this Agreement may be terminated by a non-defaulting party if another party
breaches any of the material terms, obligations, or conditions of this Agreement, and such breach
is not cured within the time prescribed herein after notice and opportunity to cure as set forth in
Section IV. Should said breach remain uncured as of the last day of the applicable cure period,
and the non-defaulting party is not otherwise in default, the non-defaulting party shall have the
right to immediately terminate this Agreement. Upon termination, the City shall have immediate
possession of the Leased Premises.
SECTION VI.
RELEASE AND INDEMNIFICATION
A. The City hereby releases, waives, and forever discharges Developer and Lender,
and each of their officers, directors, partners, agents, employees, and representatives (collectively
the "Developer Releasees"), from and against any and all claims, demands, causes of action,
damages, and legal proceedings of any kind whatsoever, statutory or otherwise, that it has or may
have as of the Effective Date. The City further hereby agrees to indemnify and hold harmless the
Developer Releasees from and against any and all claims, damages, causes of action of any kind
whatsoever, statutory or otherwise, personal injury (including death), property damage, and
lawsuits and judgments, including court cost, expenses and attorney's fees, and all other
expenses arising directly or indirectly from the City's performance of this Agreement. This
release and indemnity shall survive termination of this Agreement.
B. The Developer Releasees hereby hereby release, waive, and forever discharge the
City and its officers, agents, employees, and representatives (collectively the "City Releasees"),
from and against any and all claims, demands, causes of action, damages, and legal proceedings
of any kind whatsoever, statutory or otherwise, that they have or may have as of the Effective
Date. The Developer Releasees further hereby agree to indemnify and hold harmless the City
Releasees from and against any and all claims, damages, causes of action of any kind
whatsoever, statutory or otherwise, personal injury (including death), property damage, and
lawsuits and judgments, including court cost, expenses and attorney's fees, and all other
expenses arising directly or indirectly from the City's performance of this Agreement. This
release and indemnity shall survive termination of this Agreement.
SECTION VII.
CONSENT TO ASSIGNMENT OF LIEN
It is specifically acknowledged by the parties hereto that contemporaneously with the
execution of this Agreement, that Lender will advance additional funds to Developer for the
purpose of constructing, developing, and operating the improvements and facilities on the Leased
334596.9 [March 06, 2013] Page 12 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
Premises, which shall be evidenced by a separate loan agreement requiring, among other things,
and as a condition to funding, security and collateral in the form of a mortgage on Developer's
subleasehold interest in the Leased Premises pursuant to Developer's rights under the Sublease
Agreement.
A. Notwithstanding any term or condition of the Sublease Agreement, including,
without limitation, §10.01 thereof, the City hereby consents to the assignment, transfer, and to
the granting of a lien on Developer's subleasehold interest under the Sublease Agreement and the
conveyance of said Sublease Agreement by Developer to Lender for collateral purposes, with
right of reassignment by Lender to a purchaser at Lender's foreclosure sale or by Lender to a
purchaser if Lender acquires the Sublease Agreement through foreclosure, but subject to the
consent of the City, which consent shall not be unreasonably upheld or delayed; provided
however, that the assignment following foreclosure shall become effective when, but only when,
Lender provides written notification to the City that Lender or another purchaser at foreclosure
has come into lawful ownership and possession of the rights of Developer under the Sublease
Agreement, pursuant to the terms of the specified loan agreement(s) and security agreements
between Lender and Developer, and the City has furnished to Lender separate acknowledgments
in a form satisfactory to the City of its receipt of Lender's written notification. If Lender or
another purchaser at foreclosure has obtained such possession through judicial proceedings, the
notice to the City required by this provision shall be accompanied by a certified copy of the order
of the Court in such proceedings.
1. After Lender has foreclosed its mortgage interest, and if Lender is the
purchaser at foreclosure, then Lender may reassign the Sublease Agreement, subject to its terms,
in Lender's efforts to satisfy and make Lender whole as a result of Developer's default.
Approval of the assignment shall not become effective until approved in writing by the City as
provided in the Original Lease and Sublease Agreement, with such approval not being
unreasonably withheld or delayed.
B. The City hereby represents that the Original Lease is in full force and effect as of
the Effective Date, and that neither or none of the parties thereto is, or is believed to be, in
default. The City also warrants and represents to Lender that there has been no assignnment of or
pledge of the Original Lease by the City, except for any assignment or pledge that has previously
been disclosed or made known in writing to Lender.
C. The City hereby represents that the Sublease Agreement is in full force and effect
as of the Effective Date, and that neither or none of the parties thereto is, or is believed to be, in
default. The City also warrants and represents to Lender that there has been no assignment of or
pledge of the Sublease Agreement by the City, except for any assignment or pledge that has
previously been disclosed or made known in writing to Lender.
D. The City agrees that if Developer should fail or refuse to perform any of the
covenants or agreements contained in the Original Lease or the Sublease Agreement sufficient to
constitute a default on the part of Developer, the City shall provide Lender with the same notice
of default as to Developer under the terms of the Original Lease and the Sublease Agreement,
and Lender shall have the right and shall be given a reasonable opportunity to cure such default.
334596.9 [March 06, 2013] Page 13 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
It is further agreed that in no event shall Lender's rights be extinguished, cut-off, or forfeited
until such time that Lender has been afforded a reasonable opportunity to cure Developer's
default and has failed to do so.
E. The City agrees not to modify the Original Lease and the Sublease Agreement,
respectively, without prior notification to Lender.
F. Developer shall, promptly upon final execution, provide the City with a copy of
the security agreement(s) and loan agreement(s) pertaining to Developer's indebtedness to
Lender as referred to in this Section VII, including all renewals, extensions, and modifications
thereof. Lender may transfer or assign such loans and security agreements without first
obtaining the City's consent. Lender shall provide the City notification of any extensions of
times of payments or any changes to terms and conditions of Developer's indebtedness to Lender
for the improvements and facilities described herein. Lender shall provide written notice to the
City when the indebtedness of Developer to Lender referenced herein has been paid in full.
VIII.
MISCELLANEOUS PROVISIONS
The following miscellaneous provisions are a part of this Agreement:
A. Amendments. This Agreement, together with any related documents, constitutes
the entire understanding and agreement of the parties as to the matters set forth in this
Agreement. No alteration of or amendment to this Agreement shall be effective unless given in
writing and signed by the party or parties sought to be charged or bound by the alteration or
amendment.
B. Applicable Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, and all obligations of the parties created
hereunder are performable in Denton County, Texas. Venue for any action arising under this
Agreement shall lie in the state district courts of Denton County, Texas.
C. Assignment. This Agreement may not be assigned without the express written
consent of the other party.
D. Binding Obli ation. This Agreement shall become a binding obligation on the
signatories upon execution by all signatories hereto. Each of the parties represents to the others
that the individual or individuals executing this Agreement on their behalf has full authority to
execute this Agreement and bind the party for whom he or she is signing.
E. Books and Records. Developer and the City agree to make their respective books
and records relating to the construction and operations of the Project and facilities located on the
Leased Premises available for inspection by the other party upon request on location or at their
principal office / corporate location.
334596.9 [March 06, 2013] Page 14 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
F. Caption Headings. Caption headings in this Agreement are for convenience
purposes only and are not to be used to interpret or define the provisions of the Agreement.
G. Compliance with Laws. Developer shall fully comply with all local, state and
federal laws, including all codes, ordinances and regulations applicable to this Agreement and
the work to be done thereunder, which exist or which may be enacted later by governmental
bodies having jurisdiction or authority for such enactment. Developer shall be in full compliance
with the terms and conditions set forth in the lease agreement by and between the City and the
Corps regarding the Leased Premises.
H. Construction. This Agreement shall be constructed in connection with the
Sublease Agreement executed by the parties hereto; should a conflict arise between the Sublease
Agreement and this Agreement, the provisions of this Agreement shall control; in the event that a
conflict arises between the ordinances of the City of The Colony, and this Agreement, the
ordinances of the City shall control with the exception of any conflict or issue arising out of or
relating to the Hidden Cove Park water supply and sewage treatment facilities.
1. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall constitute one and the same
document.
J. Default Notice. If Developer or Lender is considering declaring bankruptcy or
purposefully defaulting under this Agreement, notice must be promptly given to the City to allow
as much time as possible for both parties to prepare for such action and ensure the Project's
operations continue uninterrupted.
K. Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
L. Governmental Functions. The parties acknowledge and agree that this Agreement
arises out of and is entered into for the express purpose of providing the following governmental
functions: public parks and recreational facilities, consistent with and as defined in Sections
101.0215(a)(13) and (23) of the Texas Civil Practices and Remedies Code, as amended.
M. Notices. Any notice or other communication required or permitted by this
Agreement (hereinafter referred to as the "Notice") is effective when in writing and (i)
personally delivered either by facsimile (with electronic information and a mailed copy to
follow) or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal Service,
postage prepaid, certified with return receipt requested, and addressed as follows:
If intended for Lender, to: With copy to:
PlainsCapital Bank Mr. James E. Key
Attn: Steve Hambrick Harris, Finley & Bogle
801 Houston Street 777 Main Street, Suite 3600
Fort Worth, Texas 76102 Fort Worth, Texas 76102
334596 9 [March 06, 20131 Page 15 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
Facsimile: (817) 431-1949 Facsimile (817) 333-1182
If intended for the City, to: With copy to:
City of The Colony, Texas Mr. Jeff Moore
Attn: City Manager Brown & Hofineister, LLP
6800 Main Street 740 East Campbell Road, #800
The Colony, Texas 75056 Richardson, Texas 75081
Facsimile (972) 624-2298 Facsimile (214) 747-6111
If intended for Developer, to: With copy to:
Marine Quest - Hidden Cove, L.P. Mr. Sam Burke
Attn: Marcel Bosworth Wood, Thacker & Weatherly, P.C.
1125 S. Ball Street, Suite 104 400 W. Oak Street, Suite 310
Grapevine, Texas 76051-4038 Denton, Texas 76201
N. Recordation of Agreement. A Memorandum of this Agreement may be recorded
in the Deed Records of Denton County, Texas.
0. Release. Upon the full and final satisfaction by the City and Developer of their
respective obligations contained herein, the City and Developer shall execute and record in the
Deed Records of Denton County, a release of the City and Developer from their obligations set
forth herein.
P. Severability. If a court of competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall
not render that provision invalid or unenforceable as to any other persons or circumstances. If
feasible, any such offending provision shall be deemed to be modified to be within the limits of
enforceability or validity; however, if the offending provision cannot be so modified, it shall be
stricken and all other provisions of this Agreement in all other respects shall remain valid and
enforceable.
Q. Time is of the Essence. Time is of the essence in the performance of this
Agreement.
R. Ratification. The City and Developer each hereby ratify the Sublease Agreement,
as amended, and represent to Lender that neither party is in default thereunder as of the Effective
Date.
[intentionally left blank]
334596.9 [March 06, 2013] Page 16 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
CITY:
CITY OF THE COLONY, TEXAS
A Texas home-rule municipality
Y:
Joe Mc0ourry, Mayor
R
9
d
ATTEST:
By: t J,
Christie Wilson, City Secretary
APPROVED AS TO FORM:
r
By:
leffMoore,'C<ity Attorney
DEVELOPER:
MARINE QUEST - HIDDEN COVE, L.P.,
a Texas limited partnership
By: Marine Quest, Inc., it General Partner;
Y•
Name: ce aS w®~ TT! ,
Tile: 3 g 20 / 3 lo' e
334596.9 [March 06, 20131 Page 17 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
LENDER:
PLAINSCAPITAL BANK
A Texas financial institution
By:
Na xe,~~'nn /~ovPL
Title: ~_n jdt V Le &gS,`c%n f
334596 9 (March 06, 2013] Page 18 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
CITY'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of 2013
by Joe McCourry, Mayor of the City of The Colony, Texas, a Texas home-rule municipality, on
behalf of said municipality.
Lisa CM HN&W
f v f / r a
commilt"Eqku
10-01-2016 Notary Public, State of Texas
DEVELOPER'S ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF ja f(_& F §
This instrument was acknowledged before me on the '~N day of c ( 2013,
by (&c C 6t) Jr ' , the V V d ~ 6 0 of Marine Quest, Inc., being the General
Partner of Marine Quest - Hidden Cove, L.P., a Texas limited partnership, for and on behalf of said
limited partnership
DENISE LAI~
~
r ! ~110TARY FUF2~~.LIC.~
a 4" ` a < of to of to r Notary Public, State of Text
LENDER'S ACKNOWLEDGMENT
STATE OF TEXAS §
COUNTY OF r~1 §
his instrument was acknowledged before me on the day of 2013,
by
f. °A the of PlainsCapital Bank, a Texas financial
institution, on behalf of said financial institution.
DENISE 1.10i
e j iAOTARY P+ BBC Notary Public, State of as
. Ya, rat Texas,
raF C or;)r)a. Exp. 04
334596.9 [March 06, 2013] Page 19 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
Exhibit A
Leased Premises
334596.9 [March 06, 2013] Page 20 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
lG : 4 acre par°;ef of lard sil"Uated in tine KB.BB & C R. . CAa, ~rar~r~~j, ~bV:tract
NaI 179, B. & s R,R . C'0, Srrn ey, Abstract IND.. `M, B.B,& , C.,R . G, -0, S-Luxe y,
Absfm t No. 170, F, M. Grace Survey, Abstract 469. Wirllarra H. U@rk ~ infey, Abstra
317, G W C'~r c e Survey, F llbstract 490, tjB.:rilliarn Loving Gurw y, Abaftact 74-t, A. King
uneav Mstraact 07: AXtk Rogers Sunjoy, Abstract I11,4,,I,1; Pere Swiley, Abstract
'1068, and (10. unity, Abstract Y20 Denton County, Texas, said tract heing a purflovi
of the tract of land in Annexation by the City of The Colony as described in Ordinaacfe
V9, dated November , 1985, said tract being more padicularly described as follows,
BF004i°t ING, at a Carlos eii Engineers rnonurnent fOUnd having Texas Coordinates of X
2,173,307-96 feet, = 533,993.35 feat NAD ' axas North Central rave, and being
n the West, Fight-of-tray of HacRberry Creek Park Road ( a 100 foot wide right-of-way):
said point being in the north line of tho vernninder of a tract of lead acquired by the
United States of Americs from Maud S. McE ttlre by Declaration of "Taking, riled-
September 16, 1952, in condemnation proc ee-dings (Civil No. 05), in District Court of
the united States for the Lastarn District of Texas, She an Division and designated as
Tract E-401-2 forihe Garza-Little l„lrra Reservoir, said paint being the southeast corner
of a tract of land described in Special Warranty Deed from Sunset f oInte I, LTD to One
Hackberry Creek I- D P/S recorded In County Clerk lrtstrument No. 2004-11830 of the
Real Property Records of Denton County, Texas, Said point berg in the north line off
said Annexation by the City of The Colony;
THENCE, South 39 degrees, 57 minutes, 42 seconds East, with the said north lime of
said A,nnr xation by the City of The Colony, for a distance of 100.00 feet to a point in the.
mast, line of said I lackberry Creek Park Road; said print being the southvirest corner of
Saratoga, Se rion One, an addition to Denton County, Texas according to the plat
recorded in Cabinet Cam, Page 35 of the Flat Records of Denton Countyjexas, said point
belatg the south-west corner of Lot 1 Cam, Replat of Tract No. 1, Saratoga, Section One, an
addition to Dentan County, Texas according to the plat refforded in Cabinet K, Page 310
of tine Flat Records of Denton County, Texas;
CHE10 C , South 21 degrees, 43 minutes, 17 seconds East, departing said East, Una cal:
Ha kbeny Crreek, Pmrl( Road, for a distance of 107.70 feet-,
°l"HNV' , South 00 degrees, OPT atinutes, 48 seconds Vest, for a distance of 245.39
feet to a paint at the beginning of a tangent cur m cr:)ncave to the northeast, i*rith, radiea'
of 140.00 feet, a central nogle, of 59 degrees, 38 aorninut€:s, 45 seconds, on a chard Of
which bears South 29 degrees, 44 roinutes, 34 seconds East, for a distance of 1 39.26
feet;
THENCE, In a. southeasterly direction; along a said curve, througb an arc length of
145.74 feet to a point at the beglrtning of a compound curve concave. to the northeast,
vvltli radius of 310,00 feet, a central angle of 36 degrees; 27 minutes, 55 seconds, on a
chord of which beare South 77 degrees, 47 minutes, 64 sawrtds East, for a distance of
193.93 feet;
Page I of 7
6erambor 27, 2004
JF ti ~s y tf t [5n1~€ c1 ~ €$6 E:t 4f x h WCAICii 3J tl<? Ve, tfjrojjg ll ~ s hC~ F C u
`197.30 fee 2Cm i point i Vhe llbeg mit-ig o a FeV6,A-S GUI-170 COVCaVO RD the `aC~)9l~"I~1~°vest. iVit'6
dies of 80,00 fa t, a cent€ i ungle' of 146 degrees, gS GZ' mutes,; 36 secot,ds, Oft i
tea ,('t o kI+IVf9 1 1 bears e.w th 22 g-as, 45 h'o llt's, a jc>s',.c :1 t, t 5"' dESt_s of
I E)3-w' A t,
t HRN Ch, fro 8 E-outhok-stor y direcdon, along a said nub ve, th roa. gh an art-, len th alk
204-6/t. feet;
`t'HF-MME, South 0,13 r as t~4minutes, 26 seconds fez t;
THEN
CE, S ouih 1 tit = , 42 minutes, 17 seconds East, for a distance of 15910
feet,
HENCE N,oWh 82 degroes, -910 minutes, 94 seconds East; for aj distance of 238.58 fcot
to m point at the begin-ninq of a tuangent o nve t-rcave to the north with radius of MOM
feet, a central angle of F3 dog eos, 128 minutes, 32 seconds, oei a, chard of which bL-ar
Hortl7, 7 't ,art a 26 tIiinil L,-'4 nds East, for a distance of 197,69 feat;
°fHENGEF lrt a loTt1hea.stedy div--ution, al€ hig a said curve, through are are larogth od
201,46 feet:
THENCE, moilh 59 dogrr sk II r€ notes, 15 seconds Last, for distance of €19.01
feet-,
C~'~
~yP{ .l North 16 degrees, 09 1°€ im-Ifes, c 0 seconds Wort, fore-, distance of 212J7
feet,
THENG2, North tag degrm, , 17 minutes, 26 mxinds Went, for a distance of 44'7,'16
feet to a V;*4 in a sratyth lit- e. as atbromentioned aratogm, Section Onp,e
THENCE, easiedy and northeAsterly with the southei y hoij=adary of said Saratoga,
Section One the following three courses,
1. Sor101 89 degrees, 67 rx mute 42 seconds East, for a distance of 642.30 feet,,
2, North 34 degrees, 47 wit-arttes, 33 seconds East, for a distance of 464051 feet;
3. North 54 degrees, 'Vi rr inute_s, 58 seconds Fast, for a distance of 65.4; feet to 4➢
Corps of Engineers morm manf found he ing € arras CoardInates of X!
2,,176,663./W feet„ Y ~ 634.13&59 feet NFAD 27 Texas North Central Zonn-, end
being in a uvesterly line of Saratoga, Section Two, an addition to Danton County,
-texas according to the plat recorded in Cabinet , Page 6 of the Mat RerArds
of Derton County, Texas,
r 3El' CE, eaetarly~ and westerly vvich the southerly [boundary of said Saratoga, Section
One the following gins courses
1. Sosta! 09 degrees, 26 roinutes, 28 seconds West for a distance of 429,79 feet;
Page W7
7
Deoem'aer 27, 2004
tJ J~ft ,F q r°rrR a . ,r r. =i, Rat,
rnultssx °2 se ii f -'a di,c ~-&anV+e of 99 ~,a F7 -
,,9.1.?
=s, 2z7 tt.iE.
( EE i{rE X 1 Noi4i~~Ct 17 seconds, We&, urn {:?i` MEMOS QT Mi~;S,92
S n . o,. ,
Or~€61 3 s.egree& 117 ,-•a-o 45 SOGOi-ld 3 West, fi'ua` a rlistanr;o of M oE ~a Corps rt i_t~~it raoriunte t fount-1 having Cllox cfirna£os rob X
2A F 5.BB0 61 'f.-O, = 532, : 8.698 feei: NAi 2`7 e exus Vfortlt cc~jtr 1 --Of,,
5. South 195 degraen,, 47 n it uit i, 3 se dads ~!'t ast, f -i dista eb at 6 3~ 12 feet to
a Corps of Fnginc r~ rriririrnent found :saving € exas Goordimv tes of X
2.175,304J 3 fee%. Y ° 532,589.54 f~~t NAD 27 Texas North Contraf Zone;
6.. South 72 degrees 1 ririnutes, 2' seconds East, for a distance of 44130 feet,
7: North 55 degrees, 7 ztrii Mes,. 39 Gecunds Eaet, for a dlofara o 630.00 fea,;
8~ or cfa 85 degrees, roinuia-s,' g ser=ids East. for a d- istarles of :315.100 eFiG
P `youth 00 degrees, 26 rini€ ut:es, 34 seconds West, passing at a distanes of 330M
feet the seuth west comer of L oil 9, Bilocic of said Saratoga, Section Two, then
continuing for are additional distance of proximately 300 feet, for a totaf
distance of approximately 546 feet to a point at the conservation water elevation
of 522 feet.
THENCE., 8autherty, westorly and northerly 1,Mth tho cor, sawatfor, wator of vation of 522
fe-01, approxirnateiy 33750 feet;
` HEs`,NGF, oLdh 89 degrees, 45 minutes, 06 € oconds Vast, departing scold kirater
conservation fire, paasing of a distance of approximately 42 Meta point from frith. t,
5/8--irROT, m,-) n rod set in concrete ~,,r$ith 3-inch aluminum cap stamped "Survey Ma l"er
Do Not Disturb -Cyan 2°" having Texas Coordinates of v 2,167,750.58 feet, Y
532,862A1 feat NAD 27 `texas Nor Central Zone nears North 00 degrees, 1 z;!
railnutes, 00 seconds Fast, a distarrc~e of 108.10 feet from said point, ttren coritirftdh~ +
-in additional distance of approximately 2133 feet, for a total distance of approximately
2175.50 feet to a 5/8nlnela Iron rod set in concrete with 3-inch alunninum cap starnped
,;Sixwey Marker - Do Not Disturb Dan 1" having `texas Coordinatos of X
„10 Y
883 .00
LL~ 4- N
feete ° 532,74 r. eL feet ALA 27 Texas North Central Zone
I-IEMC , E\fQirth 00 degrees, 15 r 1putes, 00 seconds East, br distance of
approydnia-MV 1437 feet to a point at the conservation water elevation of 522 feet.
THENOn, easterly northerly w th the r-iirtservation water elevation ~f 522 feet,
approarirnotefy 975 feet to a point,
THEMCF, Holrth 60 degrees, 34 rjelfmtes, 59 secoracfs East, departing said water-
conseivaition line, for a distance of appmxirnately 380 feet;
Par, 3 of 7
[Jecomber ~7, 2!}0~
L-1cxi iN O t C-p, -F_ S, 9 MJ11111t s, = f° sc c r, wIs Ist 'PC r d stv@r! o elf 49 .61
?Cr', SM9th 010 Cleg< le , i 5 mirjoi ,-S, 11l, 3+1i ~r~ ( a~, Tr:glr r c 1 "i{~`,~ t;S `i @6 L .[fit
7'F~ef;
i°t 4'1w, : Souts"o ( dagrees, 46 rnirnAfes, 00 zie cads East, for a distance of zi08,60 ieaL
a pir1rL at the e ilkiaing ors a i' ontange nt ourve ~et~f~c~ve tai the ni~'tE~i~~#esf with i-,?,dius
of 390.M- feet, a c an al angle, of 30 dogrecs, he minutes, 30 seconds, oft a chord o
which bears Noi1h 0 degrs es, 56 rt=rinufa , I)Q seconds East, for a distance of 2115.86
feet,;
TIVINCIE,, In a northeasterly direction, alone a said curva, through an arc Length of
2W136 o feat to a fa%~as"r`i$ at r $ ia bea`irarraiig of a reverse cL$ERie co(ii3vr -to the uffiesst luv'ith
rad,iasea of 1200°00 ;eet, a central angle of 13 degrees, 34 minutes, 52 seconds, on a
~i-Jiord of whictr wears f•Aer~h 42 degrees, 20 nain?zkp:, 4 E ands East, for e- diq'tanca of
75-3, 78 feet;
FIFEN E, in a- northeasterly dii°c otion, MoNg a s t:iJ uur ve- to :lie :eft through an .ar•C
lrnsdth of 284A/11- feef. try a point at the beginning of a coropound crjirve coneave to the
southeast with radi-zia of 325,00 feet, a ceentral angle of 15 desgrecs: 00 irnlnutas, 12
sooDrids, on a chord of vehich bears North 56 degrees, 38 minutes, 14 acconds East, for
a dist2MG, of 54.85 feet,
TRENCE, in a nojlheaste ly direction, along a said crarvP to the left thlough ar) arc
k-'gth of 5.10 ;eel;
4.,tf k North 64 d0greos, 03 minutes, 20 seconds East, for a distance of -14M feet
to a point ad the beginning of a ncrotangent ourve concave to the northwest with radius
of 18,00 feet, a nontr°ai ang?e of 95 degree,-,,, '19 minutes, 25 seconds, an a cheast of
which bears March 14 degrees,. 54 minutes, 47 second.4 East, for a distance of 272A
feet,
THENCE, In a raarth asforly direcilon, AoNg a Bald cun(o, through an arc length
feet to a point :at the. beginning of a reveme curve concave to the southeast with radius
of 25M Beef, jq. central :angle of 101 degrees, 4 incates, 24 seconds, on a chord rat
kh=P-Rich bear's North 16 agrees, 39 minutes, 46 seconds East, for a distance cf 31 x.84
feet,
-WHENCE s In a nraKat'~~,qterly direc=tion, along a said curve, through wi are length of 44.43,
feet to a point at the beginning of a reverse curve concave to the northwest with radius,
Of u0.00 feet., a central angle of 67 degrees, 34 minutes, 25 seconds, on a chord of
which bears North X3 ,iegreos, 4 a iiuotes, 14 seconds East, for a distance of 11,12
feet;
`l'HENG~,, ire ~i ooiIfTe f4"'Irirr dire( i(m, 90jm y ~n said curve, through an arc length of 11.79`
foot;
Page 4 of 7
Decerner 27, 2004
i i 3Ar~ @1i"All uor.,I ,f 0a ,J. t t. , CA rc) F, j.!frut a, C- ?a begi`P8"ino o a do 011angent
{4lve f~GrlF v, to Ma nf.ov hta sL x ith I- d;u:: of 225A10 eat, centir,~}l arigfe of 07
deu€ce h3i ks4fF A 0? se~~rb+ud%, ex, a chord of }if~nch r}ej€ klort€I 20- flrtl >
f' 9{1 ute- , 1,21 Ge, ondjs Wa-, ,,,a a dlstwgrl-e of 30.16 pc- t,
HE K~H-a inh a ortheasiefly dWeeti Pi, along a said Ct}Pl;°o, tthH'oug 811. ~m le1 -q1t t +_a`4 5i)A bil
feet to ~ gir t at the ki;ugianl i of a reverse curve concave to the utlawest; redl €o
10.1110 feei, s central angle r 7 4/4 61 inr.te-s, a~ seconds, on a chord
FF€t h be as i~l~rtla 55 s9 € F €enAra secon's Vilost, for a dint n ce of 12®56
R-8c;
T9"EG4 GE, in .a id,10VI(h% aster y dit'ecdon, lang a said cuRia, through an are lei-igth of
°1;3.5' feet: to a point at the be lnt 4ig of a reverse cu€ ve cave to the southeast vAkh
,radius of 50M feet, a czmtral eagle rat 200 degrees, 43 minrrtes® 40 seconds, on a
chord of vilhIcl 'havi s lWy!-th fi, dP MA2', :1'f MfMiteg, 15 second. Eastf, •for H di 3t:ance of
76,19 feel"p
THENCE, in u a4oQhwesterly: € Eot1herly, a 3E teriy and soutimsastaf iy direction, along a
said curve, througri nn arG u-zogth of 227.53 feat;
THENC6, South 13 degwes, 4 5rr1hutes, 07 saco nd s ::last, for a d istance of =7.06 feet
to a point at the hGgirrrilrag of a tangent curve concave to the northeast, with radius of
175.00 feet, a ritrai angle oaf 12 degrees, 5 minutes, 00 seconds, on a P-ho'd of which
bears South 20 degrees, 12 rni€ ides, 30 seconds East, or a distance of 39.37 feet,
THENC, in a southeasterly dkcofion, along a said s unfe, through an arc length of
39, 1.5 feet;
1 ifR~.l~ GE, South 155 degrees, 30 nAiutes.v 00 seconds Fast, ire a distance of 37,30 feet;
THENCE? ouch 31 degrees, 45 minutes, 09 seconds Fast, for a distance of 15.00 feet-,
THEM CE, amlh 62 degrees, 45 nrdn .€tes, 00 seconds E-ast, for a distance of 17,00 f6pty
E b y; FMortli 70 d rsd "TO €r;fnut s, tit seconds East, fnr z~, r3lstance of 385,00
foot;
A[, I <r1 1 30 *MdAu',~cr 00 ~r)siL~ f(t'edl, 1Cr dio4ance of420.00
feet;
C H EMC- F 14oU- h€ f 7 deigrr4c, 3, 110 mi€IUto-,,. ADC 3: Gnrids '"-east, fur :`1 disita ace of °155x90 feet
to a point at the. bG-gitining of a tangent curve concave to the souffi, wfth radius of
3 260, 00 feet, a c ntral angle of 22 degrees, 30 minutes, 00 seconds, can a chard of
which bears North 8 degrees, 45 minutes, 00 seconds East, for a distance of 487,73
fern,
THEMCE, in an easterly direction„ ;-Aon r,, said r,><€we, thmugh art arc length of 490,8'
feet
Page 5 nt 7
Dccember 27, 2004
3
0 id., ~ Sa#flltra a Gn"t'P`°' T1. 9 9r3'C`,~9 t ti~% s i" T ll
~ t ~t~ ~ts't, I"oi ~llsl.'c;47~.:w•c~f a` a.'5
. ~a,;`r
k' ea. Point at the be=-obvi` k-ig- ~ a ' miigenttcurve, e,,xifi ave, in the south~,lost, ',..,vith mdiu of
J° S
750,00 0 feet' -1 t ent?ai on a chard o vj° juli
TXNENCE" ill dwe. Uo€=, Vgoaf..~ a „ vid runfe, tl`rmtjg[j an arc length t-~)f 173.4A
fsat;
foot;
feet;
E n 3'.M E, f iorlh ,3 degtaes, i bj' iv~kfute° 00 seconds Ea:?st, far a d`ist~aiwe of 2Ct.Lf~ feet;
HYI f4GE' SQ"th i)i` f5 ninutes, 00 seconds Pest, for a:a distance of 37.00 feet;
f p la t , Samth 231 degfrees, '15 r-ninutes, 00 seconds Vilest, for a distance of MOO feet;
THENCE,, South 66 degrees, 45 mii utes, 60 smxids East, for a distanco of 275,OOa feet
to a point at g to begla ring of a tangent curve, concave to the northeast, with radius of
625.00 feet, a central angle of 23 degrees, 15 minutes, 00 seconds, an a chord of whit;h
tears South 77 degrees, 22 r-roinutes, 30 se(nnds East, fora distance of 230.48 feat;
THENCE, in, an ea,5terly direotfcri, wong a said curve, through an are, length of 231 W
feet;
THENCE, North 16 dagsees, 30 !hifauteg, 00 se nds East, for a distance of 25.00 feet-;
THENCE.,, Mos-tli a8 dtagrc , O Minutes; 00 sOco rtds East, fur' R distan-;o of '1'f 0,00
feet;
THENCE. North 30 degrew4,, 00 soc-onds E-a , for a distance of 25.00 feet:;
HENCE, forth tit) degmies, 45 i~Avi Ffoo, OU seconds cast, for a distance of 75.00 feet;
MoFth T! degrees, 00 i-ninutes, 00 seconds lust, for a distance of 47M feet;
~flCR, i f arth GO ftegsee minuies; 00 seconds East, fop a dlstance of 25-00 t €.t
to a point at the hoginning of a i iontangent. curve concave to the southeast, Mith radius
oaf 25.00 feet, a central at ogle of 73 degrees, 31 minutes, 26 seconds., on a chord of
which bears Nlo th 36 degrees, 45 rdilnutes, 43 seconds East, for a distance of 26,92
feet;
THENCE, In a nraMeasferly direction, along a said curvy, through are arc length of 32,66
feet to a point at the beginning of a raverse curve concave to the -northwest Stith radices
r-A 25.0 eat, a central angle of 3 degreoes, 26 minutes, 38 seconds, on a chord of
Rage 5 of 7
i7ecem6er 27, 29Qd
vvhslch hi Pars Nor i u M d a of eef , 18 ! l I ILIW-S; L17 ses ov !s East, 'i"or di is 2? AO
in na€ iii dilr-e"JIfjil, ~JE_a€1v<" es c ~JiG , lr-1 u['e lPt;f'~?"Uui
L 1 s~~,4 yt - i'101-d? 0E) ocC~ jr sou, CA r iirpul.,os, r4~ B a on §s r--q-astj :ate Pi dlziiance tai 25M feet:
4 J A'7 y ~°.~iurd 9 2i, uk- rz;es' lei" inui.~`..; 1 J ~P; s~...~;£. u ~-'1Fzest.,, 'fee, a €8i s'tcSn a o 3U O l(:tet,,
I EsE6'i Norv-h 00 dograes, 01, 113 seconds _asi, for a distam,,e of 78.07 taet,
TE iE CE, Mort 15 degrees, 04 nrdmutes, 48 se-onds East, For a distance of 96.68 T1iENC , :;sic with 00 degrees, 04 v F i€ sites, 48seco nds Fast, f r .a distwim of 345,30
mat;
E i l=y Nardi P4 e ra~ezs, 32 €ninutes, 38 seconds East, tar a distance of 108M teat
rQ, the 3siimm' or aE-- alimm mG9
:;rr 3~ Bi~i ` = 428 acres of Wid, i-bore or i sq,
`.i; his docuri7ant was prepared under 2 TAC 663. 1, does not reflect € e i'osuk!3 of a~j or,
the ground sa. rvpy, € nd is not to be used to convey or ostoblish interest in real pvap€ r4,
owcapt those € 91-its and interests implied or estaiaalshed by the creation or
reconfiguration ar the nuundailr of the political subdivision for vAich it was preparad,
Pngv 7 Of 'r
December 27, 20,04
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Exhibit B
Revised Boat Slip Layout
[Copy of the 2012 Revised Dock Plan prepared by Baird, Hampton & Brown, Inc.,
and provided to the City Council on October 2, 2012]
334596.9 [March 06, 2013] Page 21 of 21
LETTER AGREEMENT FOR FURTHER DEVELOPMENT OF HIDDEN COVE PARK
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350 COVERED BOA'S SLIPS
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