NOTICE OF A WORK SESSION AND REGULAR MEETING OF THE …

Town Council Meeting December 12, 2017 Page 1 of 3

NOTICE OF A WORK SESSION AND REGULAR MEETING OF THE TOWN COUNCIL

TUESDAY, DECEMBER 12, 2017 – 6:00 pm (immediately following the 5:30 p.m. TIRZ No. 1 Board Meeting)

Notice is hereby given as required by Title 5, Chapter 551.041 of the Government Code that the Argyle Town Council will meet in a work session and regular meeting November 28, 2017 at 6:00 pm or immediately following the 6:00 p.m. TIRZ No. 1 Board Meeting at the Argyle Town Hall, 308 Denton Street, Argyle, Texas. The Items listed below are placed on the agenda for discussion and/or action.

WORK SESSION AGENDA – 6:00 PM (immediately following the 5:30 pm TIRZ No. 1 Board Meeting)

A. CALL WORK SESSION TO ORDER

B. WORK SESSION The pre‐meeting work session is designed as an opportunity for the Town Council to discuss pending items. No action will be taken during the work session portion of the meeting.

1. Presentation from staff regarding tax increment reinvestment zones (TIRZ), the

Waterbrook TIRZ No. 1, public improvement districts (PID), and the Waterbrook PID.

2. Discussion regarding sending voluntary annexation letters to areas within the town’s extraterritorial jurisdiction (ETJ).

3. Discussion regarding improvements at the Argyle Community Park.

4. Discussion regarding any regular session items.

REGULAR SESSION AGENDA – 6:30 PM (or immediately following the work session)

C. CALL REGULAR SESSION TO ORDER

D. INVOCATION

E. PLEDGE OF ALLEGIANCE

American Flag Texas Flag: “Honor the Texas Flag; I pledge allegiance to thee Texas, one state

under God, one and indivisible”

December 12, 2017 Council Packet Page 1 of 100


F. ANNOUNCEMENTS, PROCLAMATIONS AND PRESENTATIONS 1. Council Recognition of Students and Citizens 2. Town Council and Staff Presentations / Reports

a. Development Project Updates b. TreeNewal Presentation

G. OPEN FORUM:

The opportunity for citizens to address the Town Council on any non‐agenda item (limit 5 minutes per person); however, the Texas Open Meetings Act prohibits the Town Council from discussing issues which the public has not been given seventy‐two (72) hour notice. Issues raised may be referred to Town Staff for research and possible future action.

H. CONSENT AGENDA:

Any Council Member may request an item on the Consent Agenda to be taken up for individual consideration 1. Consider approval minutes:

a. November 15, 2017 Joint Work Session Minutes; b. November 28, 2017 Regular Meeting Minutes.

2. Consider approval of a resolution approving a license agreement by and between

the Argyle Youth Sports Association (AYSA) and the Town of Argyle for the use of facilities located at the Argyle Community Park located adjacent to the Argyle Intermediate School, 800 Eagle Drive, Argyle, Texas 76226.

3. Consider approval of a resolution adopting the Reinvestment Zone Number One Final TIRZ Project and Finance Plan and the TIF Agreement by and between the TIRZ Board of Directors, the Town of Argyle and Terra Manna, LLC for Waterbrook of Argyle.

I. NEW BUSINESS & PUBLIC HEARINGS:

1. PUBLIC HEARING: Consider and make a recommendation for a Specific Use Permit (SUP‐17‐006) for a proposed solar energy system at 220 Boonesville Bend, being legally described as Lot 20, Block B, The Oaks Phase One, Town of Argyle, Denton County, Texas. This Specific Use Permit application (SUP‐17‐007) has been withdrawn and closed by the applicant. No action is needed by the Town Council.

2. PUBLIC HEARING: Consider and make a recommendation for a Specific Use Permit

(SUP‐17‐007) for At The Table, a proposed wedding event venue at 516 Skyridge Drive, being legally described as Lot 4, Block 6R, Skyline Park, Town of Argyle, Denton County, Texas. This Specific Use Permit application (SUP‐17‐007) has been withdrawn and closed by the applicant. No action is needed by the Town Council.



3. Discussion and take appropriate action regarding an Economic Development Chapter 380 Incentive Request from Game Guard Outdoors.

J. OLD BUSINESS: None

K. CONVENE INTO EXECUTIVE SESSION: PURSUANT TO TEXAS GOVERNMENT CODE, ANNOTATED, CHAPTER 551, SUBCHAPTER D:

1. Section 551.087 – Deliberation regarding economic development negotiations; (1) to discuss or deliberate regarding commercial or financial information that the governmental body has received from a business prospect that the governmental body seeks to have locate, stay, or expand in or near the territory of the governmental body and with which the governmental body is conducting economic development negotiations; or (2) to deliberate the offer of a financial or other incentive to a business prospect described by Subdivision (1).

2. Adjourn into Open Meeting.

3. Consider action on executive session items.

L. RECEIVE REQUESTS FROM COUNCIL MEMBERS/STAFF FOR ITEMS TO BE PLACED ON

NEXT MEETING AGENDA (discussion under this item must be limited to whether or not the Council wishes to include a potential agenda item on a future agenda)

M. ADJOURN

CERTIFICATION I hereby certify that the above notice was posted in the bulletin board at Argyle Town Hall, 308

Denton Street, Argyle, Texas, by 5:00 pm on the 8th day of December, 2017.

________________________________________________

Kristi Gilbert, Town Secretary

NOTE: If, during the course of the meeting, any discussion of any item on the agenda should be held in a closed meeting, the Council will conduct a closed meeting in accordance with the Texas Open Meetings Act, Texas Government Code, Chapter 551, Subchapters D and E

Persons with disabilities who plan to attend this public meeting and who may needauxiliary aid or services are requested to contact the Argyle Town Hall 48 hours inadvance, at 940‐464‐7273, and reasonable accommodations will be made forassistance.


TOWN COUNCIL DATA SHEET

Work Session Item: Presentation from staff regarding tax increment reinvestment zones (TIRZ), the Waterbrook TIRZ No. 1, public improvement districts (PID), and the Waterbrook PID. Meeting Date: December 12, 2017 Requested by: Matt Jones, Town Manager Trent Petty, Petty & Associates, Town ED Consultant Background: Mary Petty, with Petty & Associates, will be presenting general information regarding tax increment reinvestment zones (TIRZ) as well as provide an update to the council regarding the Tax Increment Reinvestment Zone No. 1 for Waterbrook. On August 9, 2016, the Council approved the Development Agreement between the Town of Argyle and Terra Manna, LLC for the Waterbrook Development located on the Southeast corner of FM 407 and US 377. The development agreement included components related to the creation of the Public Improvement District (PID), as well as the creation of a Tax Increment Reinvestment Zone (TIRZ) which will be used to buy down the PID assessment on the project as well as reimburse eligible developer costs. The Waterbrook Development Agreement deal points are recapped as follows:

1. The PID and TIRZ are both necessary for this project due to the extraordinary cost of extending the S1 sewer line to the project.

2. The term of the TIRZ and PID will be 30 years. 3. As modeled, the project does provide a positive revenue stream to the Town sufficient

to cover operating expenses with a varying degree of surplus annually. 4. There are performance based sales tax contributions to the project included in the TIRZ

model that will be reimbursed to the Developer via a separate 380 Agreement. All sales tax reimbursements are performance based in that they will not be paid unless the commercial and retail components of the development occur and produce according to the estimates.

5. Denton County has formally endorsed the TIRZ and appointed a representative to the TIRZ Board.

6. The Development Agreement is intended to establish broad deal point parameters which will be subject to review and possible alteration contingent upon the consent of the Council as the project progresses.

Item B. 1.


Summary of action on the Waterbrook of Argyle development: April 26, 2016 Council approved zoning and Master Development Plan (MDP) June 17, 2016 Petition filed with Town for creation of PID June 28, 2016 Council accepted petition from owners to create a PID August 9, 2016 Council approved Development Agreement August 23, 2016 Council conducted public hearing and approved the creation of the PID September 13, 2016 Council approved a resolution calling for a hearing on the creation of a

TIRZ September 27, 2016 Conducted a public hearing and approved the creation of TIRZ No. 1 November 28, 2017 The TIRZ Board held their first meeting, elected officers, adopted bylaws,

and motioned to table the Final Project and Finance Plan and TIRZ agreement to the December 12, 2017 council meeting

Financial Impact: The developer has also escrowed with the Town funds to reimburse all Town expenses associated with reviewing the application. Staff Recommendation: N/A Requested Action: N/A Attachments: N/A

Item B. 1.



Work Session Item: Discussion regarding sending voluntary annexation letters to areas within the town’s extraterritorial jurisdiction (ETJ).

Meeting Date: December 12, 2017

Requested by: Mayor Don Moser

Prepared by: Matt Jones, Town Manager

Background: Mayor Moser requested at the September 26, 2017 Council meeting to have staff bring forward a work session item regarding the town sending letters to property owners within the extraterritorial jurisdiction (ETJ) regarding voluntary annexation.

The town is a general law municipality and does not have the ability to initiate the annexation of unincorporated areas within our ETJ. However, a property owner has the ability to request annexation voluntarily to be annexed into the town limits.

Staff Recommendation: N/A

Requested Action: Provide appropriate feedback to staff regarding possible action to be taken.

Attachments: N/A

Item B. 2.



Work Session Item: Discussion regarding improvements at the Argyle Community Park.


Prepared by: Matt Jones, Town Manager

Background: The Argyle Community Park is currently under construction with an estimated completion date of early Spring 2018. Staff has worked with Dennis Sims, Park Consultant for the Town, to identify an opportunity to upgrade the base under the playground from wood chips to a composite rubber solid surface, providing a lower maintenance, higher quality product that will provide better accessibility to everyone wanting to utilize the park facilities.

Staff Recommendation: N/A

Requested Action: Provide appropriate feedback to staff regarding possible action to be taken.

Attachments: N/A

Item B. 3.

TOWN COUNCIL AND PLANNING & ZONING COMMISSION JOINT

WORK SESSION MINUTES WEDNESDAY, NOVEMBER 15, 2017 – 5:00 pm

November 15, 2017 Council Minutes Page 1 of 2

The Argyle Town Council and Planning and Zoning Commission met in a joint work session on November 15, 2017 at 5:00 pm at the Argyle Town Hall, 308 Denton Street, Argyle, Texas. This was an OPEN MEETING, open to the public, subject to the open meeting laws of the State of Texas and, as required by law, was duly posted, at Argyle Town Hall, giving notice of time, date, place, and agenda thereof. A. CALL JOINT WORK SESSION TO ORDER

Mayor Donald Moser called the work session to order at 5:05 p.m.

1. Discussion regarding proposed amendments to the Town of Argyle Comprehensive Plan.

Town Manager Matt Jones and Economic Development Consultant Trent Petty reviewed the proposed changes from the Comprehensive Plan Committee. Members of the Council and Planning and Zoning discussed proposed amendments. A determination was made to have the individual members draft comments and submit them to staff by November 30th. A second work session will be held on January 3, 2018 to review the comments.

B. ADJOURN JOINT WORK SESSION

There being no further business, Mayor Moser adjourned the regular meeting at 7:27 p.m.

Town Council Members Attendee Name Title Status Arrived Donald Moser Mayor Present Marla Hawkesworth Mayor Pro Tem/Place 5 Present Joey Hasty Council Member, Place 1 Absent Ronald Schmidt Council Member, Place 2 Present Jon Donahue Council Member, Place 3 Present Todd Mankin Council Member, Place 4 Present

Planning & Zoning Commission Members Attendee Name Title Status Arrived Paul Walker Chairperson Absent Rick Bradford Vice-Chairperson Present Eric Fields Commissioner Present Wayne Holt Commissioner Present Leona McDade Commissioner Present Richard Spies Commissioner Present Gordon Baethge Commissioner Present

Item H.1.


October 24, 2017 Council Minutes Page 2 of 2

___________________________________ Donald Moser, Mayor ______________________________________ Kristi Gilbert, Town Secretary

Item H.1.


Town Council

Work Session & Regular Meeting Minutes – November 28, 2017


The Work Session and Regular Meeting of the Town Council was held on November 28, 2017 at 6:15 p.m. at the Argyle Town Hall. This was an OPEN MEETING, open to the public, subject to the open meeting laws of the State of Texas and, as required by law, was duly posted, at Argyle Town Hall, giving notice of time, date, place, and agenda thereof. A. CALL WORK SESSION TO ORDER

Mayor Donald Moser called the work session to order at 6:45 p.m.

B. WORK SESSION

The pre-meeting work session is designed as an opportunity for the Town Council to discuss pending items. No action will be taken during the work session portion of the meeting. 1. Discussion regarding any regular session items.

The Council discussed Item H.2. regarding the right turn only sign on Old Justin Road. Councilmember Hasty inquired as to the expense and location of the sign. Councilmember Schmidt inquired as to the status of the warrant study for a traffic signal, the status of the Argyle ISD work towards the traffic issue and the truck traffic on Old Justin Road. The Council discussed Item H.4. regarding portable electronic devices while driving. Chief Tackett stated the ordinance complied with changes in state law and only disallows using a handheld device while talking on the phone.

The work session was adjourned at 6:55 p.m.

C. CALL REGULAR SESSION TO ORDER Mayor Moser called the regular session to order at 7:02 p.m.

D. INVOCATION

Attendee Name Title Status Arrived Donald Moser Mayor Present Marla Hawkesworth Mayor Pro Tem/Place 5 Present Joey Hasty Council Member, Place 1 Present Ronald Schmidt Council Member, Place 2 Present Jon Donahue Council Member, Place 3 Present Todd Mankin Council Member, Place 4 Present

Item H.1.



E. PLEDGE OF ALLEGIANCE F. ANNOUNCEMENTS, PROCLAMATIONS AND PRESENTATIONS

1. Council Recognition of Students and Citizens a. National Rodeo Citizen Recognition

Mayor Moser presented a Certificate of Recognition to Leoland Henderson for representing the Town in the Junior National Rodeo Finals.

2. Town Council and Staff Presentations / Reports a. Development Project Updates

Community Development Director David Hawkins reported on items scheduled for the December Planning and Zoning meeting including a residential replat, an SUP for solar panels, and an SUP for a wedding event location. Mr. Hawkins stated GameGuard had reached a milestone in going vertical in their construction.

b. Argyle Post Office Town Manager Matt Jones reported on the status of the Argyle Post Office and stated that current and former staff have worked the Christina Finley, the Argyle Post Master to continue the relationship and attempt to keep the Post Office in Argyle.

G. OPEN FORUM:

The opportunity for citizens to address the Town Council on any non-agenda item (limit 5 minutes per person); however, the Texas Open Meetings Act prohibits the Town Council from discussing issues which the public has not been given seventy-two (72) hour notice. Issues raised may be referred to Town Staff for research and possible future action. No one was signed in to speak

H. CONSENT AGENDA:

Any Council Member may request an item on the Consent Agenda to be taken up for individual consideration

1. Consider approval minutes: a. October 10, 2017 Special Called Meeting Minutes; b. October 17, 2017 Special Called Meeting Minutes; c. October 18, 2017 Special Called Meeting Minutes; d. October 21, 2017 Town Hall Forum Meeting Minutes; and, e. October 24, 2017 Regular Meeting Minutes.

2. Consider approval of an ordinance amending the Code of Ordinances Chapter 12,

Traffic & Vehicles, Article 12.05.01 Relative to Traffic Control Devices to provide for a right turn only on Old Justin Road and US 377 between the hours of 7:15am and 7:45am and 2:45pm and 3:15pm on school days. (Ordinance No. 2017-24)

Item H.1.



3. Consider approval of an ordinance amending the Code of Ordinances, Chapter 6 by adding a new Section 6.01.002 prohibiting urinating or defecating in public. (Ordinance No. 2017-25)

4. Consider approval of an ordinance amending the Code of Ordinances Article 12.06 regarding the use of portable electronic devices while driving. (Ordinance No. 2017-26)

5. Consider approval of an ordinance amending the Code of Ordinances Article 8.04 Regulations of Sex Offender Residency, prohibiting certain registered sex offenders from residing within a certain distance from child safety zones. (Ordinance No. 2017-27)

6. Consider acceptance of the Semiannual Impact Fee Report as submitted by the

Capital Improvements Advisory Committee (CIAC).

7. Consider approval of a resolution memorializing the annual review and adoption of the Town’s Investment Policy in compliance with the Public Funds Investment Act. (Resolution No. 2017-29)

8. Consider approval of a resolution authorizing the Town Manager to execute an agreement with The Interlocal Purchasing System (TIPS) to participate in a cooperative purchasing program. (Resolution No. 2017-30)

9. Consider approval of a resolution adopting the bylaws for the Reinvestment Zone Number One. (Resolution No. 2017-31)

10. Consider approval of a resolution adopting the Reinvestment Zone Number One Final TIRZ Project and Finance Plan and the TIF Agreement by and between the TIRZ Board of Directors, the Town of Argyle and Terra Manna, LLC for Waterbrook of Argyle.

ACTION: Item H.1. to H.9. APPROVED Councilmember Hasty moved to approve consent agenda items H.1. to H.9. as presented. Councilmember Mankin seconded the motion. For: Unanimous. The motion passed 5 to 0.

ACTION: Item H.10. TABLED Councilmember Hasty moved to table H.10. until December 12, 2017. Councilmember Donahue seconded the motion. For: Unanimous. The motion passed 5 to 0.

I. NEW BUSINESS & PUBLIC HEARINGS:

Item H.1.



1. PUBLIC HEARING: Consider and take appropriate action on a Specific Use Permit (SUP-17-005) for a proposed accessory dwelling at 324 Boonesville Bend, being Lot 10, Block B, The Oaks Phase One, Town of Argyle, Denton County, Texas. Mr. Hawkins presented the application for specific use permit and stated the applicant was requesting the use of an addition as a studio dwelling unit. Mr. Hawkins stated the request was not for the addition, only for the use of the addition as a dwelling unit. Mr. Hawkins stated the addition met all the development standards. Mr. Hawkins stated three responses were received, two in favor and one in opposition to the project. The Planning and Zoning Commission voted to recommend approval by a vote of four to three. Mayor Moser opened the hearing to public comment. No one was signed in to speak. The Council asked questions of the applicant regarding ventilation of the building and access to the dwelling unit. Mayor Moser closed the public hearing. ACTION: Item I.1. APPROVED Councilmember Hasty moved to approve the specific use permit as presented. Mayor Pro Tem Hawkesworth seconded the motion. For: Unanimous. The motion passed 5 to 0. (Ordinance No. 2017-28)

2. PUBLIC HEARING: Consider and take appropriate action on a zoning change (MDP-17-002) from CR (Community Retail) to RC-N and RC-T Districts (Regional Center Neighborhood and Transition Districts) for Avalon at Argyle, being approximately 270.662 acres of land, legally described as a portion of F.W. Thornton Survey, Abstract No. 1244; and being located at the southeast corner of IH-35W and FM 407, located in the Town of Argyle, Denton County, Texas. Mayor Moser stated the applicant had requested the item be tabled to the January 23, 2018 Council meeting. Councilmember Donahue spoke with regard to comments made by the developer at the PACE meeting and the Planning and Zoning meeting stating none of the citizens spoke in favor of the application. Mayor Moser opened the hearing to public comment. Paul Kula, 603 Old Justin Road spoke against the application.

Item H.1.



Mayor Moser closed the public hearing. Councilmember Hasty asked what the project would look like if the current application was turned down. Mr. Jones stated the property was currently zoned CR – Community Retail. Mayor Moser stated he felt the developer had presented misinformation at various meetings and agreed with Councilmember Donahue.

ACTION: Item I.2. DENIED WITH PREJUDICE Councilmember Donahue moved to deny the application with prejudice. Councilmember Schmidt seconded the motion. For: Unanimous. The motion passed 5 to 0.

3. PUBLIC HEARING: Consider and take appropriate action on an ordinance amendment (ORD-17-011) to Section 14.2.90.A of the Argyle Town Development Standards regarding street connectivity requirements. Mr. Hawkins stated the Council held a work session on September 26, 2017 in which the Council directed Staff to remove two sections of the code related to future street connections and tie-ins to existing street connections. Mr. Hawkins stated the Planning and Zoning Commission recommended approval by a vote of five to two. Mayor Moser opened the hearing to public comment. Paul Walker, 609 Valley View Court spoke against the ordinance amendment. Mayor Moser closed the hearing to public comment. Councilmember Hasty inquired as to the history behind the request. Mr. Jones stated the Council had requested a review of the required street connections at the September meeting and had a follow up work session on the item directing staff to prepare the ordinance amendments. ACTION: Item I.3. APPROVED Councilmember Schmidt moved to approve an ordinance amending the Town Development Standards. Councilmember Mankin seconded the motion. For: Schmidt, Donahue, Mankin and Hawkesworth. Opposed: Hasty. The motion passed 4 to 1. (Ordinance No. 2017-29)

J. OLD BUSINESS: None

Item H.1.



K. CONVENE INTO EXECUTIVE SESSION:

None.

L. RECEIVE REQUESTS FROM COUNCIL MEMBERS/STAFF FOR ITEMS TO BE PLACED ON NEXT MEETING AGENDA (discussion under this item must be limited to whether or not the Council wishes to include a potential agenda item on a future agenda) Councilmember Hawkesworth would like a presentation from TreeNewal, a company that specializes in helping distressed trees.

M. ADJOURN There being no further business, Mayor Moser adjourned the regular meeting at 7:52 p.m.

___________________________________ Donald Moser, Mayor ______________________________________ Kristi Gilbert, Town Secretary

Item H.1.



Agenda Item: Consider approval of a resolution approving a license agreement by and between the Argyle Youth Sports Association (AYSA) and the Town of Argyle for the use of facilities located at the Argyle Community Park located adjacent to the Argyle Intermediate School, 800 Eagle Drive, Argyle, Texas 76226. Meeting Date: December 12, 2017 Prepared By: Matt Jones, Town Manager Background: Historically, the AYSA has had an agreement with the Argyle ISD to use the facilities at the Argyle Intermediate School. The Town entered into a long‐term twenty‐five (25) year lease with the Argyle ISD in the summer of 2017 giving the town the exclusive right to use the property and facilities. AYSA desires to use the facilities for youth sports and activities associated with their organization. As a part of this agreement and in conjunction with the park renovations, the AYSA will be making improvements to the softball and baseball fields, as well as, bringing the snack shack and restrooms into ADA compliance. The AYSA will also be responsible for utilities and maintenance associated with the said improvements. The initial term of the agreement is for three (3) years. Financial Impact: N/A Staff Recommendation: Approval Requested Action: Approve a resolution approving a license agreement by and between the AYSA and the Town of Argyle for the use of facilities located at the Argyle Community Park located adjacent to the Argyle Intermediate School, 800 Eagle Drive, Argyle, Texas 76226. Attachments: Resolution License Agreement by and between the AYSA and the Town of Argyle

Item H.2.


TOWN OF ARGYLE, TEXAS RESOLUTION NO. 2017-xx

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF ARGYLE, TEXAS APPROVING THE LICENSE AGREEMENT BY AND BETWEEN THE TOWN OF ARGYLE AND THE ARGYLE YOUTH SPORTS ASSOCIATION AND AUTHORIZING THE TOWN MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE TOWN OF ARGYLE, TEXAS.

WHEREAS, the Town of Argyle is currently the Lessee on a Ground Lease with Argyle Independent School District for property located at 800 Eagle Drive (the “Property:”) that has or will contain various fields and improvements including baseball fields, football fields, soccer fields, fencing, backstop, dugouts, bleachers, parking lots, storage rooms, restrooms and snack shacks; and

WHEREAS, Argyle Youth Sports Association (the “AYSA”) has requested the use of the

facilities for the purpose of conducting youth sports activities as determined by AYSA in its sole discretion; and

WHEREAS, the Town Council has determined that it is in the best interest of the health, safety,

and welfare of the public to adopt this resolution. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF ARGYLE, TEXAS: Section 1. THAT, the above findings are hereby found to be true and correct and are

incorporated herein in their entirety. Section 2. THAT, the Town Council of the Town of Argyle, Texas hereby approves the

License Agreement (attached as Exhibit “A”) by and between the Town of Argyle and Argyle Youth Sports Association, and further authorizes the Town Manager to execute said agreement on behalf of the Town of Argyle, Texas.

AND, IT IS SO RESOLVED. PASSED AND APPROVED this the 12th day of December, 2017.

TOWN OF ARGYLE, TEXAS ______________________________ Donald Moser, Mayor

Item H.2.


ATTEST: ______________________________ Kristi Gilbert, Town Secretary Approved as to Form and Legality: _______________________________ Matthew C. G. Boyle, Town Attorney

Item H.2.


1

LICENSE AGREEMENT

This License Agreement (this “Agreement”) is entered into effective as of the ___ day of XXX, 2017 (“Effective Date”) by and between the TOWN OF ARGYLE, TEXAS (the “Town”) and ARGYLE YOUTH SPORTS ASSOCIATION, a Texas non-profit corporation (the “AYSA”). Town and AYSA are hereinafter collectively referred to as the “Parties.”

RECITALS

WHEREAS, the Town is currently the Lessee on a Ground Lease with Argyle Independent School District for property located at 800 Eagle Drive (the “Property:”). The Town has entered into a Construction Manager at Risk Agreement with Dean Construction for improvements on the Property. The Property has or will contain various fields and improvements including baseball fields, football fields, soccer fields, fencing, backstop, dugouts, bleachers, parking lots, storage rooms, restrooms and snack shacks (collectively, the “Facilities”) as depicted and/or described on Exhibit A attached hereto and incorporated herein by this reference; and

WHEREAS, AYSA has requested the use of the Facilities for the purpose of conducting youth sports activities as determined by AYSA in its sole discretion (collectively, “Sports Activities” and individually “Sports Activity”); and

WHEREAS, the Town is agreeable to permitting AYSA to use the Facilities to provide such Sports Activities, upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed by the parties hereto, the Town and AYSA hereby agree on the following terms, conditions and covenants:

1. Grant of License. The Town hereby grants to AYSA, and its respective agents, employees, invitees, guests, and contractors, an exclusive right and license (“License”) to enter upon and use the Facilities for the Sports Activities and maintenance of the Facilities, subject to all the terms and conditions of this Agreement. Within fifteen (15) days after the Effective Date and thereafter on January 1 of each year during the Term of this Agreement AYSA shall furnish to the Town a proposed utilization schedule for the Facilities. The utilization schedule must be furnished to the Town within two weeks after final registration which outlines all games and practices that will be played at the facility, including field usage time. The Town reserves the right to mandate revisions to the AYSA utilization schedule at its sole discretion.

Athletic Activities shall be limited exclusively to those dates and times shown on the utilization schedule. The Association agrees to not begin play before 8:00 a.m. and regularly scheduled play will not be scheduled after 8:00 p.m.

2. Term of License; Right of First Opportunity. (a) Unless earlier terminated as provided herein, the initial term of this Agreement shall commence on the Effective Date, and terminate three (3) years thereafter (the “Initial Term”), and thereafter shall renew for successive three (3) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party elects not to renew this Agreement by delivering written notice of nonrenewal

Item H.2.


2

to the other party at least sixty (60) days prior to the expiration of any Renewal Term.

(b) The Town reserves the right to utilize the Facilities or to license or lease the Facilities to a third party (“Third Party Transaction”) at its sole discretion at any time outside of the Town approved AYSA utilization schedule.

3. License Fee. AYSA shall pay to the Town a one-time License Fee in the amount of One Dollar ($1.00) payable to the Town upon execution of the Agreement. 4. Exclusive License. The License granted is exclusive to AYSA The Town may use the Facilities at such times that AYSA is not or will not be using the Facilities for Sports Activities in accordance with the Town approved AYSA utilization schedule. 5. Use of Facilities. (a) During the Term of this Agreement and the Town approved utilization schedule, AYSA may use the Facilities in a reasonable manner consistent with conducting and promoting the Sports Activities between the hours of 7am-10pm each day, including, but not limited to, the following:

(i) AYSA may place temporary banners within the baseball field fencing, provided that AYSA shall remove all banners within two (2) weeks of the final game of a season for the Sports Activity on the baseball fields.

(ii) Store AYSA property within the Facilities.

(ii) Use of the snack shack(s) for food and beverage service in accordance with all applicable laws.

(iv) Park within the parking lots adjacent to the Facilities. (v) Use the parking areas. (b) AYSA shall not engage in any business within the Facilities or do anything in connection therewith, which shall be in violation of any existing state or federal law or municipal ordinances, or use the same in such manner as to constitute a nuisance. 6. Maintenance and Operation of Facilities. (a) AYSA shall, at AYSA’s sole expense, be responsible for the maintenance and operation of the Facilities during the Term of this Agreement, including without limitation:

(i) Infields and outfields of baseball fields and softball fields which includes

mowing, fertilizing, watering, pest control, filling holes and reseeding the turf as needed;

(ii) Infield dirt base paths; (iii) The repair and maintenance of all baseball related infrastructure, including,

but not limited to, the snack shack(s), batting cage, backstop, dugouts, and bleachers, fences, irrigation system, including painting as needed;

Item H.2.


3

(iv) Removal of hazards, including taking immediate action to secure, repair or

close off any hazard or safety concern to persons using the Facilities; (v) Cleaning and maintaining the restrooms and water fountains (if any) in a

sanitary condition, including keeping them stocked with toilet paper, paper towels and soap as applicable; and

(vi) Water, sewer. and electricity utility bills for the ballfields. (vii) Provision for portable toilets as necessary.

(b) The Town shall, at the Town’s sole expense, be responsible for the following:

(i) Maintenance of all water or sewer lines;

(ii) Litter, garbage and debris removal, including the provision for trash and recycling dumpsters and their removal;

(iii) Maintenance of the paved parking and sidewalk areas as needed and

mowing all common areas within the Facilities; (iv) Restroom and water fountain replacement; (v) All utility bills and taxes not required to be paid by AYSA as provided

herein; and (vi) Any capital improvements required to repair or replace a component of the

Facilities, including, but not limited to, any roof, plumbing, sewer lines, water lines, utilities, foundation, walls or other structural component of a Facility.

(vii) Reservations for the pavilion.

7. Utilities. AYSA shall pay for the water and electricity used to maintain or operate

the fields, concessions and restrooms. The Town pays for all other utilities associated with the Facilities.

8. Alterations. AYSA shall not make or permit any alteration or modification of the Facilities without prior written approval of the Town. Depending on requested alteration or modification, plans, specifications and permits may be required by the Town. AYSA shall be responsible for all costs thereof.

9. Compliance with Laws. AYSA represents and warrants to Town that AYSA and its officers, agents, employees and volunteers have all licenses, permits, qualifications and approvals of whatever nature that are legally required for AYSA, its officers, agents, employees and volunteers to provide the services, programs and activities contemplated by this Agreement and that it shall observe and comply at all times with all applicable federal, state, county and Town statutes and ordinances, rules, regulations, directives, and orders of governmental agencies now in force or which may hereinafter be in force relating to or affecting the use of the License herein

Item H.2.


4

granted. Additionally, AYSA and its officers, agents, employees and volunteers shall provide an environment that is free from harassment and discrimination of any kind based on any legally protected status including but not limited to sex, gender, gender identity, race, color, religion, national origin, citizenship, ancestry, age, physical disability, mental disability, protected medical condition, marital status, sexual orientation, or any other characteristic prohibited by state or federal law.

10. Waste Nuisance. AYSA shall not commit, suffer, or permit the commission by others of:

(a) Any waste or nuisance at the Facilities; (b) Any action or use of the Facilities which interferes or conflicts with the use thereof

by the Town or any authorized person; or (c) Any action at the Facilities in violation of any laws or ordinances.

11. Inspection. The Town shall be permitted to enter and inspect the Facilities at any

and all times. 12. Release of Claims. AYSA hereby waives, releases, and discharges the Town, its officers, officials, agents, employees and volunteers (collectively, “Town Indemnitees”) from all present and future Claims (defined in Section 20 herein) arising out of or in any way connected with entry upon or use of the Facilities by AYSA or its agents, employees, invitees, contractors or subcontractors, including without limitation all Claims arising in connection with any injury to persons or damage to or theft of vehicles, equipment, materials or any other personal property, except and to the extent caused by the Town’s failure to maintain the Facilities or otherwise caused by by the negligence or willful misconduct of the Town Indemnitees. To the extent allowed by law, the Town hereby waives, releases, and discharges AYSA, its officers, officials, agents, employees and volunteers (collectively, “AYSA Indemnitees”) from all present and future Claims arising out of or in any way connected with entry upon or use of the Facilities by the Town or its agents, employees, invitees, contractors or subcontractors, including without limitation all Claims arising in connection with any injury to persons or damage to or theft of vehicles, equipment, materials or any other personal property, except and to the extent caused by the negligence or willful misconduct of the AYSA Indemnitees. The provisions of this Section 12 shall survive the expiration or earlier termination of this Agreement.

13. Termination. Each provision of this Agreement shall be deemed a condition of the right of AYSA to use or continue to occupy the Facilities. Notwithstanding anything stated to the contrary herein, if AYSA fails to perform any provision of this Agreement at the time and in the manner herein provided, the Town shall deliver written notice to AYSA and AYSA shall have thirty (30) days to cure any alleged default or such longer period if the default cannot reasonably be cured within such thirty (30) day period. If AYSA does not timely cure such default, then the Town may terminate this Agreement. Upon termination AYSA shall promptly remove at its own expense all of its equipment, inventory and fixtures from the Facilities and shall restore the Facilities to their original condition, ordinary wear and tear excepted. Upon AYSA’s failure to remove same within thirty (30) days of the stated termination date, it shall lose all right, title and interest thereto and Town may elect to keep, remove or demolish same. Town’s right of termination shall be cumulative to any other legal or equitable remedies available to Town.

14. Independent Contractor. AYSA and its officers, agents, and employees shall act in

Item H.2.


5

an independent contractor and shall not represent themselves to be or be construed to be officers, agents, or employees of the Town.

15. License Not a Lease. This Agreement does not constitute a lease, but constitutes a mere license and AYSA is limited to the use of the Facilities expressly and specifically described above. AYSA shall not have any right or privilege in any respect whatsoever to use any other part of the property of the Town for any purpose whatsoever. AYSA hereby disclaims any interest that when coupled with the License herein granted would render it irrevocable.

16. No Continuing Waiver. The waiver by the Town of any breach of any of the provisions of this Agreement shall not constitute a continuing waiver of any subsequent breach of the same, or of any other provision of this Agreement.

17. Relationship. The Parties intend by this Agreement to establish the relationship of licensor and licensee only, and do not intend to create a partnership, joint venture, joint enterprise, or any business relationship other than that of licensor and licensee.

18. Contacts; Notices. The Parties desire to keep open lines of communication throughout the calendar year. To that end, the primary contacts for each Party are as follows:

If to the Town: ____________________ ____________________ ____________________ If to AYSA: ____________________ ____________________ ____________________

All notices given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or enclosed in a properly addresses envelope and deposited in a United States post office for delivery by first class mail or registered or certified mail, postage paid, to the Parties at the aforementioned addresses. The Parties may deliver notices by email provided that the recipient of the email acknowledges receipt of such email.

19. Hold Harmless and Indemnification. To the maximum extent permitted by law, AYSA shall indemnify, defend and hold harmless the Town Indemnitees from and against any and all liability, claims, damages, demands, costs, losses and expenses, including without limitation court costs and attorneys’ fees (collectively, “Claims”) arising out of or in connection with AYSA’s entry upon or use of the Facilities or its negligent or willful failure to comply with any of its obligations contained in the Agreement, except to the extent caused by the gross negligence or willful misconduct of Town Indemnitees. To the maximum extent permitted by law, the Town shall indemnify, defend and hold harmless the AYSA Indemnitees from and against any

Item H.2.


6

and all Claims arising out of or in connection with the Town’s entry upon or use of the Facilities or its negligent or willful failure to comply with any of its obligations contained in the Agreement, except to the extent caused by the negligence or willful misconduct of AYSA Indemnitees. The obligations of the parties to indemnify, hold harmless and defend the other party shall survive the expiration or earlier termination of this Agreement.

20. Insurance. The Town has reviewed AYSA’s current general liability insurance policy and accepts the type and amount of coverage currently owned by AYSA. AYSA will keep its current insurance during the term of this Agreement. [XXX Have we seen their insurance? We should be sure that the Facilities are included under the Town’s TML policies.]

21. Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements, understandings, representations or statements with respect thereto. This Agreement may be amended only by a written instrument executed by the Parties.

22. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect to the extent possible.

23. Governing Law; Venue. This Agreement and the rights and obligations thereunder shall be governed by and interpreted in accordance with the laws of the State of Texas. Venue for any action brought hereunder shall be a court of competent jurisdiction in Denton County, Texas.

24. No Third-Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person other than the Parties any rights or remedies hereunder.

25. Authority. Each person executing this Agreement warrants that s/he has been duly authorized to execute the Agreement on behalf of the entity she or he represents and that this is a legally binding Agreement enforceable against the entity s/he represents in accordance with its terms.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

TOWN: TOWN OF ARGYLE By: __________________________ Town Manager

AYSA: ARGYLE YOUTH SPORTS ASSOCIATION By: ___________________________ William Strittmatter, President

Item H.2.


7

ATTEST: __________________________ Town Secretary Approved as to Form: ______________________________ Town Attorney CORPORATE ACKNOWLEDGMENT: The State of Texas County of Denton

Before me, the undersigned, on this day personally William Strittmatter, President of Argyle Youth Sports Association, proved to me through the presentation of a valid Texas Driver=s License to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Mr. Strittmatter furthermore attested that he/she is signing this Agreement in his capacity as President of Argyle Youth Sports Association, and that such capacity makes his signature valid to bind the Argyle Youth Sports Association. Seal:

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2017. My Commission Expires:

Notary Public in and for the State of Texas

Item H.2.


8

EXHIBIT A

Item H.2.



Agenda Item: Consider approval of a resolution adopting the Reinvestment Zone Number One Final TIRZ Project and Finance Plan and the TIF Agreement by and between the TIRZ Board of Directors, the Town of Argyle and Terra Manna, LLC for Waterbrook of Argyle. Meeting Date: December 12, 2017 Requested by: Matt Jones, Town Manager Trent Petty, Petty & Associates, Town ED Consultant Background: On August 9, 2016, the Council approved the Development Agreement between the Town of Argyle and Terra Manna, LLC for the Waterbrook Development located on the Southeast corner of FM 407 and US 377. The development agreement included components related to the creation of the Public Improvement District (PID), as well as the creation of a Tax Increment Reinvestment Zone (TIRZ) which will be used to buy down the PID assessment on the project as well as reimburse eligible developer costs. The Waterbrook Development Agreement deal points are recapped as follows:

1. The PID and TIRZ are both necessary for this project due to the extraordinary cost of extending the S1 sewer line to the project.

2. The term of the TIRZ and PID will be 30 years. 3. As modeled, the project does provide a positive revenue stream to the Town sufficient

to cover operating expenses with a varying degree of surplus annually. 4. There are performance based sales tax contributions to the project included in the TIRZ

model that will be reimbursed to the Developer via a separate 380 Agreement. All sales tax reimbursements are performance based in that they will not be paid unless the commercial and retail components of the development occur and produce according to the estimates.

5. Denton County has formally endorsed the TIRZ and appointed a representative to the TIRZ Board.

6. The Development Agreement is intended to establish broad deal point parameters which will be subject to review and possible alteration contingent upon the consent of the Council as the project progresses.

Item H.3.


Summary of action on the Waterbrook of Argyle development: April 26, 2016 Council approved zoning and Master Development Plan (MDP) September 13, 2016 Council approved a resolution calling for a hearing on the creation of a

TIRZ September 27, 2016 Conducted a public hearing and approved the creation of TIRZ No. 1

through the adoption of Ordinance No. 2016‐18 November 28, 2017 The TIRZ Board held their first meeting, elected officers, adopted bylaws,

and motioned to table the Final Project and Finance Plan and TIRZ agreement to the December 12, 2017 council meeting

The TIRZ Agreement and the Final Project and Finance Plan are the remaining items that require action by the TIRZ Board as well as Town Council. These two documents detail the elegible projects and expedetures as well as provide measures for the reimbursement of TIRZ funds to the developer as indicated by the approved development agreement. There have been two updates to the TIRZ agreement and Final Project &Finance Plan (attached) since the November 28, 2017 board meeting. A definition has been provided for the “anchor tenant” and a provision has been included requiring remaining TIRZ funds after all project costs and reimbursements have been fully paid be paid to the town. Financial Impact: The developer has also escrowed with the Town funds to reimburse all Town expenses associated with reviewing the application. Staff Recommendation: N/A Requested Action: Motion to approve a resolution adopting the final project and finance plan and agreement for the Reinvestment Zone Number One. Attachments: TIRZ Agreement Final Project and Finance Plan

Item H.3.


2110.013\68840.1

TOWN OF ARGYLE, TEXAS RESOLUTION NO. 2017 - XX

A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF ARGYLE, TEXAS APPROVING THE REINVESTMENT ZONE NUMBER ONE FINAL PROJECT AND FINANCE PLAN AND TIF AGREEMENT FOR THE WATERBROOK DEVELOPMENT

WHEREAS, the Town of Argyle, Texas (the "Town") is a general law municipal corporation duly organized and validly existing under the laws of the State of Texas located within Denton County, Texas;

WHEREAS, the Town Council previously approved the creation of Tax Reinvestment Zone Number One for the Waterbrook Development (“Waterbrook”);

WHEREAS, the Town Council previously approved the Development Agreement and Preliminary Project and Finance Plan for Waterbrook; and

WHEREAS, the Development Agreement anticipated the creation of a TIF Agreement; and

WHEREAS, the Final Project and Finance Plan has been prepared for Waterbrook; and

WHEREAS, upon full review and consideration of the TIF Agreement and the Final Project and Finance Plan and all matters attendant and related thereto, the Town Council is of the opinion that the terms and conditions thereof are in the best interests of the Town and its citizens and should be approved, and that the Mayor should be authorized to execute the TIF Agreement on behalf of the Town and Town staff should be authorized to take such actions as may be required to effect the purposes of the Development Agreement; and

WHEREAS, all constitutional, statutory and legal prerequisites for the passage of this Resolution have been met, including but not limited to the Open Meetings Act; and

WHEREAS, the Town Council has determined that it is in the best interest of the health, safety, and welfare of the public to adopt this Resolution.

NOW THEREFORE BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF ARGYLE, TEXAS, THAT:

SECTION 1. The recitals set forth in the WHEREAS clauses of this Resolution are true and correct and are incorporated as part of this Resolution.

SECTION 2. The Town Council approves the Reinvestment Zone Number One Final Project and Finance Plan and the TIF Agreement – Waterbrook of Argyle attached hereto at Exhibits A and B.

SECTION 3. The Mayor is hereby authorized to execute the TIF Agreement, for and on behalf of the Town, and Town staff is hereby authorized and instructed to take all such actions

Item H.3.


2110.013\68840.1

necessary to execute, verify, acknowledge, certify to, file and deliver all such instruments and documents as shall in the judgment of the Town Manager be appropriate in order to effect the purposes of the foregoing resolution.

SECTION 4. This Resolution shall become effective from and after its date of passage in accordance with law.

DULY PASSED BY THE TOWN COUNCIL OF THE TOWN OF ARGYLE, TEXAS, ON THE ____ DAY OF _____________________, 2017. ATTEST: APPROVED: _____________________________ ______________________________ Town Secretary, Kristi Gilbert Mayor Donald Moser APPROVED AS TO FORM: ______________________________ Matthew C.G. Boyle, Town Attorney

Item H.3.


2110.013\68840.1

EXHIBIT A

REINVESTMENT ZONE NUMBER ONE FINAL PROJECT AND FINANCE PLAN

Item H.3.


2110.013\68727.2

REINVESTMENT ZONE NUMBER ONE, TOWN OF ARGYLE

FINAL PROJECT AND FINANCING PLAN (the "Final Plan")

December 12, 2017

Item H.3.


Page 1 2110.013\68727.2

1. INTRODUCTION.

1.1 Authority and Purpose. The Town of Argyle, a Texas general-rule municipality (the "Town"), has the authority under Chapter 311, Texas Tax Code, as amended (the "Act") to designate a contiguous or noncontiguous geographic area within the corporate limits of the Town as a tax increment reinvestment zone to promote development or redevelopment of the area if the governing body of the Town (the "Town Council") determines that development or redevelopment would not occur solely through private investment in the reasonably foreseeable future, that the zone is feasible, and that creation of the zone is in the best interest of the Town and the property in the zone. The purpose of the zone is to facilitate such development or redevelopment by financing the costs of public works, public improvements, programs, and other projects benefiting the zone, plus other costs incidental to those expenditures, all of which costs are authorized by the Act.

1.2 Eligibility Requirements. An area is eligible under the Act to be designated as a tax increment reinvestment zone if it is predominantly open or undeveloped and, because of obsolete platting, deterioration of structures or site improvements, or other factors, substantially impairs or arrests the sound growth of the Town. The Town cannot, however, designate a zone if more than 30% of the property in the proposed zone, excluding property that is publicly owned, is "used for residential purposes" (defined by the Act as follows: "... property is used for residential purposes if it is occupied by a house having fewer than five living units ...") or if the total appraised value of taxable real property in the proposed zone and in existing reinvestment zones exceeds 50% of the total appraised value of taxable real property in the Town and in industrial districts created by the Town.

1.3 The Proposed Zone. By Town Council action on September 27, 2016, the Town created a tax increment reinvestment zone to be known as "Reinvestment Zone Number One, Town of Argyle" (the "Zone") that includes approximately 101.350 acres as described by metes and bounds in Exhibit A to that certain Development Agreement approved by the Town on August 9, 2016 (the "Property" and the "Development Agreement"). The Property meets the eligibility requirements of the Act. The Property is undeveloped, and due to its size, location, and physical characteristics, development will not occur solely through private investment in the foreseeable future. The Property substantially impairs and arrests the sound growth of the Town because it is predominately open and undeveloped due to factors such as the lack of public infrastructure and the need for economic incentives to attract development to the Zone for the purpose of providing long-term economic benefits including, but not limited to, increased real property tax base for all taxing units in the Zone, increased sales and use tax for the Town and the State of Texas, and increased job opportunities for residents of the Town, Denton County (the "County"), and the region. If the public works, public improvements, programs, and other projects are financed as contemplated by this Final Plan (hereinafter defined), the Town envisions that the Property will be developed to take full advantage of the opportunity to bring to the Town, the County, and to all of north Texas a master-planned development.

1.4 Preliminary Plan; Hearing. Before the Town adopted the ordinance designating the Zone, the Town Council prepared a preliminary reinvestment zone financing plan in accordance with the Act and held a public hearing on the creation of the proposed zone and its

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benefits to the Town and to the Property, at which public hearing interested persons spoke for and against the creation of the proposed zone, the boundaries of the proposed zone, and the concept of tax increment financing, and at which hearing the owners of the Property (the "Owners") was given a reasonable opportunity to protest the inclusion of the Property in the proposed zone. The requirement of the Act for a preliminary reinvestment zone financing plan was satisfied by the preliminary p dated September 27, 2016 (the "Preliminary Plan"), the purpose of which is to describe, in general terms, the public works, public improvements, programs, and other projects that will be undertaken and financed by the Zone. A description of how such public works, improvements, programs, and projects will be undertaken and financed will be determined by the Final Plan and by the TIRZ Agreement (both hereinafter defined), which require approval by the Board (hereinafter defined) and by the Town Council.

1.5 Creation of the Zone. Upon the closing of the above-referenced public hearing, the Town Council adopted an ordinance in accordance with the Act creating the Zone after the Town Council found that development or redevelopment of the Property would not occur solely through private investment in the reasonably foreseeable future, that the Zone is feasible, and that creation of the Zone is in the best interest of the Town and the Property. The ordinance creating the Zone appointed a Board of Directors for the Zone (the "Board").

1.6 Board Recommendations. After the creation of the Zone, the Board during its December 12, 2017, meeting reviewed the Preliminary Plan and approved and recommended to the Town Council a Final Tax Increment Reinvestment Zone Project and Financing Plan for Reinvestment Zone Number One, Town of Argyle (as amended, the "Final Plan") and (1) a "TIRZ Agreement" between an owner or developer and the Town pursuant to which the Town will contribute a portion of its ad valorem tax increment and one-cent sales tax increment attributable to new development in the Zone (the "Tax Increment") into a tax increment fund created by the Town and segregated from all other funds of the Town (the "TIF Fund") to pay to such owner or developer or its assignees, in accordance with the TIRZ Agreement, the costs of public works, public improvements, programs, and other projects benefiting the Zone; and, (2) the "County Participation Agreement" between the Town and the County.

1.7 Council Action. The Town Council, taking into consideration the recommendations of the Board, will consider approval of the Final Plan, the TIRZ Agreement and the County Participation Agreement. If the TIRZ Agreement is approved, the Town Council will authorize and direct its execution. If the County Participation Agreement is approved, the Town Council will authorize and direct its execution.

2. DESCRIPTIONS AND MAPS.

2.1 Existing Uses and Conditions. The Property is currently located in the County and in the Town's corporate limits. The Property is undeveloped, and there is no public infrastructure to support development. Development will require extensive public infrastructure that: (1) the Town cannot provide; and (2) will not be provided solely through private investment in the foreseeable future. If the Property were to be developed today, it would be developed consistent with the terms of the Development Agreement. A map of the Property and the proposed zone are shown on Exhibit A and in the Development Agreement.

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2.2 Proposed Uses. The proposed uses of the Property are consistent with the Development Agreement. The Property was zoned and platted consistent with the Development Agreement. A map of the Property and description of the proposed uses of the Property are shown on Exhibit B.

2.3 Metes and Bounds Description. Metes and bounds descriptions of the Property is provided on Exhibit C.

3. PROPOSED CHANGES TO ORDINANCES, PLANS, CODES, RULES, AND REGULATIONS. Development of the Property will involve only those changes established by the Development Agreement.

4. RELOCATION OF DISPLACED PERSONS. No persons will be displaced or relocated due to the creation of the Zone or implementation of this Final Plan.

5. ESTIMATED NON-PROJECT COSTS. Non-project costs are private funds that will be spent to develop in the Zone but will not be financed by the Zone. The list of non-project costs includes lot development costs and home construction costs. The total non-project costs are estimated to be approximately $15,000,000.

6. PROPOSED PUBLIC IMPROVEMENTS.

6.1 Categories of Public Improvements. The categories of public works and public improvements (the "Public Improvements") that are proposed to be financed by the Zone are as follows: road improvements, sanitary sewer improvements, storm drainage and detention improvements and landscape and open space improvements, including associated real estate acquisitions. All Public Improvements shall be designed and constructed in accordance with all applicable Town standards and shall otherwise be inspected, approved, and accepted by the Town. At the Town's option, the Public Improvements may be expanded to include any other category of improvements authorized by the Act.

6.2 Locations of Public Improvements. The estimated locations of some of the proposed Public Improvements are shown and described on Exhibit D. These locations are provided for informational purposes only and may be revised from time to time without amending the Final Plan.

7. ESTIMATED PROJECT COSTS. The total project costs for the Zone (the "Project Costs") include the Administrative Costs defined below, the costs of the Public Improvements, including costs associated with grants reimbursing the payments of public improvement district assessments ("PID Assessments"), as further described in Section 13 and Section 16, and are estimated to be $17,758,965 in 2016 Dollars, as set forth on Exhibit E.

7.1 Administrative Costs. The Project Costs for administration of the Zone shall be the actual, direct costs paid or incurred by or on behalf of the Town to administer the Zone (the "Administrative Costs"). The Administrative Costs include the costs of professional services, including those for planning, engineering, and legal services paid by or on behalf of the Town. The Administrative Costs also include organizational costs, the cost of publicizing the creation of the Zone, and the cost of implementing the project plan for the Zone paid by or on behalf of the

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Town. The Administrative Costs shall be paid each year from the TIF Fund before any other Project Costs are paid.

8. ESTIMATED TIME WHEN COSTS ARE TO BE INCURRED. The Administrative Costs will be incurred annually. It is estimated that the remainder of the Project Costs will be incurred during the time intervals set forth on Exhibit F.

9. ECONOMIC FEASIBILITY. For purposes of this Final Plan, economic feasibility has been evaluated over the term of the Zone, in part, on the Financial Analysis and, in part, on the "Feasibility Study" prepared by Petty & Associates, Inc., a copy of which is attached as Exhibit G. This evaluation focuses only on "direct" financial benefits (i.e., tax revenues from new development in the Zone) and does not take into consideration the "multiplier effect" that will result from new development that occurs outside the Zone. As illustrated in Exhibit G, during the term of the Zone, new development that occurs in the Zone (which would not have occurred but for the Zone) will generate approximately $19.37 million in total new real property tax and sales tax revenue over the term of the Zone. As the taxing units that will participate in and benefit from new development within the Zone, the Town will retain approximately $10.24 million in net additional tax revenues in the Town's general fund and the County will retain approximately $8.7 million in net additional tax revenues in the County's general fund over same time period if they elect to participate as described in the Development Agreement. The remaining additional tax revenues will deposited in the TIF Fund to pay Project Costs in accordance with the Final Plan and the County Participation Agreement.

Based on the foregoing, the feasibility of the Zone has been demonstrated. A portion of the new tax revenue generated for all taxing units by new development within the Zone will be retained by those taxing units. The remainder of the new tax revenue generated by new development within the Zone will be available to pay actual Project Costs until the term of the Zone expires or until the Zone is otherwise terminated. Upon expiration or termination of the Zone, 100% of all tax revenue generated within the Zone will be retained by the respective taxing units. During the term of the Zone, the Town will deposit into the TIF Fund each year an amount that equals 40 percent of the Town's real property tax rate levied and collected and 50 percent of the Town's 1 percent sales tax rate levied and collected within the Zone.

10. ESTIMATED BONDED INDEBTEDNESS. No bonded indebtedness issued by the Town pursuant to the Act is contemplated.

11. TOTAL APPRAISED VALUE. The current total appraised value of taxable real property in the Zone is $1,767,516. It is estimated that upon expiration of the term of the Zone, the total appraised value of taxable real property in the Zone will be more than $150 million in 2016 Dollars.

12. ESTIMATED CAPTURED APPRAISED VALUE TAXABLE BY THE TOWN. The amount of the Town's tax increment for a year is the amount of property taxes levied and collected by the Town for that year on the captured appraised value of the Property less the tax increment base of the Property. The tax increment base of the Property is the total taxable value of the Property for the year in which the Zone was designated. The tax increment base of the

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Property will be $6,165 which amount is the tax amount the Town levied and collected on the Property during the year of creation.

13. ESTIMATED CAPTURED APPRAISED VALUE TAXABLE BY THE COUNTY. The captured appraised value of the Property taxable by the County for a year is the total taxable value of the Property for that year less the tax increment base of the Property. The tax increment base of the Property is the total taxable value of the Property for the year in which the Zone was designated. The tax increment base of the Property will be approximately $4,028. The actual captured appraised value will be used to calculate annual payments by the County into the TIRZ Fund pursuant to the County Participation Agreement.

14. METHOD OF FINANCING. Each Owner has paid and will in the future pay, through PID Assessments or otherwise, certain Project Costs. The Final Plan, the TIRZ Agreement, and the County Participation Agreement obligate the Town to pay from the TIF Fund to each Owner or its assignees all actual Project Costs paid by such Owner or its assignees. Funds deposited into the TIF Fund shall always first be applied to pay the Administrative Costs. After the Administrative Costs have been paid, funds in the TIF Fund shall next be used to pay the Annual Credit Amount applicable to residential development as defined and described in the Development Agreement. After payment of the Annual Credit Amount applicable to residential development, funds in the TIF Fund shall be retained in the TIF Fund until the Retained Credit Reserve amount is reached as defined and described in the Development Agreement. Any excess funds in the TIF Fund after the payment of the Administrative Costs, Annual Credit Amount, and funding of the Retained Credit Reserve shall be used to pay the Annual Credit Amount applicable to commercial development as described in the Development Agreement. All payments of Project Costs shall be made solely from the TIF Fund and from no other funds of the Town or the County unless otherwise approved by their respective governing bodies. The TIF Fund shall only be used to pay the Project Costs until such time as all Project Costs are paid and amounts owed under the TIRZ Agreement are reduced to zero at which time excess revenue in the TIF Fund not needed for Administrative Costs and the Annual Credit Amount applicable to residential and commercial development, shall be paid to the Town annually on or before each March 31st. The Town's approval of the Final Plan obligates the Town to deposit into the TIF Fund each year for the duration of the Zone an amount calculated as a millage rate per $100 of captured appraised value in the Zone that equals 40 percent of the Town's real property tax rate levied and collected and 50 percent of the Town's 1 percent sales tax rate levied and collected within the Zone. The County Participation Agreement obligates the County to deposit into the TIRZ Fund each year for the duration of the Zone 50 percent of the County's tax rate collected within the Zone.

15. DURATION OF THE ZONE; TERMINATION. The stated term of the Zone shall commence on September 27, 2016, and shall continue until December 31, 2046, unless otherwise terminated in accordance with this section. The Town shall have the right to terminate the Zone prior to the expiration of its stated term if all of the Project Costs have been paid in full to the Owner or its assignees. If upon expiration of the stated term of the Zone the Project Costs have not been paid to the Owner or its assignees, neither the Town nor the County shall have any obligation to pay the shortfall. The provisions of this section shall be included in the ordinance that creates the Zone, in the TIRZ Agreement, and in the County Participation Agreement.

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Nothing in this section is intended to prevent the Town from extending the term of the Zone in accordance with the Act.

16. ECONOMIC DEVELOPMENT PROGRAMS. The Town Council has determined it to be necessary and convenient to the accomplishment of the objectives contained in and to the implementation of this Final Plan to establish and provide for the administration of economic development programs that may be used to accomplish the purposes described in this Section 16. The programs and grants authorized by this Section 16 are authorized by Section 311.010(h) of the Act and by Article III, Section 52-a, Texas Constitution, as amended. Section 311.010(h) of the Act provides that the Board, subject to the approval of the Town Council, may establish and provide for the administration of one or more programs as the Board determines is necessary or convenient to implement and achieve the purposes of this Final Plan, which programs are for the public purposes of developing and diversifying the economy of the Zone and developing business and commercial activity within the Zone. Such economic development programs may include, to the extent permitted by law, programs to make grants of any lawfully available money from the TIF Fund, both of which are for activities that benefit the Zone and stimulate business and commercial activity in the Zone. Lawfully available money from the TIF Fund may be used to fund the costs of reimbursing PID Assessments. This Section 16 is intended to be an economic development program authorized by Section 311.010(h) and by Article III, Section 52-a of the Texas Constitution, as amended. Development of the Zone will further the public purpose of developing and diversifying the economy of the Zone. The Town Council and the Board have determined, and it is recognized, that such development will not occur through private investment in the foreseeable future, nor will such development occur only through public participation in the cost of the Public Improvements. All grants that are part of the economic development programs described in this Section 16 serve the public purpose of attracting new business and commercial activity to the Zone for the purpose of providing long-term economic benefits including, but not limited to, increases in the real property tax base for all taxing units within the Zone, and increased job opportunities for residents of the Town, the County, and the region, all of which benefit the Zone and the Town.

17. LIST OF EXHIBITS. Unless otherwise stated, all references to "Exhibits" contained in this Preliminary Plan shall mean and refer to the following exhibits, all of which are attached to and made a part of this Preliminary Plan for all purposes.

Exhibit A Map of the Property and TIF Zone Exhibit B Map and Description of Proposed Uses of the Property Exhibit C Metes and Bounds Description of Property in the Zone Exhibit D Location of Proposed Public Improvements Exhibit E Estimated Project Costs Exhibit F Estimated Time When Costs are to be Incurred Exhibit G Feasibility Study

Item H.3.


Exhibit A – Map of the Property and TIF Zone

Exhibit A 2110.013\68727.2

Item H.3.


Exhibit B – Map and Description of Proposed Uses of the Property

Exhibit B 2110.013\68727.2

Item H.3.


Exhibit C – Metes and Bounds Description of the Property

Exhibit C 2110.013\68727.2

LEGAL DESCRIPTION 101.350 ACRES

BEING a tract of land situated in the S. CHAMBER SURVEY, ABSTRACT NO. 308, Town of Argyle, Denton County, Texas and being all of Lot 1-R, Block 1 of SHADY OAKS ESTATES, REVISED, an Addition to the Town of Argyle, Denton County, Texas according to the Plat thereof recorded in Cabinet C, Page 9, Plat Records, Denton County, Texas and being all of Lot 1 & Lot 2, Block A of CHANEY ADDITION, an Addition to the Town of Argyle, Denton County, Texas according to the Plat thereof recorded in Cabinet I, Page 18, Plat Records, Denton County, Texas and being all of that tract of land described in Deed to Champion Investments, L.L.C., as recorded in Document No. 1998-98594, Deed Records, Denton County, Texas and being all of that tract of land described in Deed to Argyle Church of Christ, Inc., as recorded in Document No. 1999-93369, Deed Records, Denton County, Texas and being part of that tract of land described as Exhibit “B” in Deed to EM Land Holdings, LLC, as recorded in Document No. 2015-45233, Deed Records, Denton County, Texas and being all of those tracts of land described as Exhibit “C” and Exhibit “D” in Deed to EM Land Holdings, LLC, as recorded in Document No. 2015-45233, Deed Records, Denton County, Texas and being more particularly described as follows:

BEGINNING at a 3/8 inch iron rod found in the south line of Farm to Market Road No. 407, a variable width right-of-way, for the common northeast corner of that tract of land described in Deed to John P. Stafford and Karen Sue Stafford, as recorded in Document No. 2008-98622, Deed Records, Denton County, Texas and an exterior ell corner of said Exhibit “B” tract;

THENCE North 89 degrees 33 minutes 36 seconds East, with said south line, a distance of 60.02 feet to a point for the most northerly northeast corner of said Exhibit “B” tract;

THENCE Southerly, with the east line of said Exhibit “B” tract, the following three (3) courses and distances:

South 00 degrees 36 minutes 53 seconds East, leaving said south line, a distance of 1,663.70 feet to a point for the common southwest corner of Lot 12 of FRENCHTOWN MANOR, an Addition to the Town of Argyle, Denton County, Texas according to the Plat thereof recorded in Cabinet U, Page 135, Plat Records, Denton County, Texas and northwest corner of Lot 3 of LYNCH’S WHIPPOORWILL ESTATES, an Addition to the Town of Argyle, Denton County, Texas according to the Plat thereof recorded in Cabinet B, Page 198, Plat Records, Denton County, Texas;

South 89 degrees 26 minutes 04 seconds West, a distance of 67.49 feet to a point for corner;

South 00 degrees 42 minutes 54 seconds East, a distance of 619.14 feet to a point for corner in the north line of Frenchtown Road, a variable width right-of-way, from which point a 1/2 inch iron rod with a yellow plastic cap stamped “G&A CONSULTANTS” found bears North 60 degrees 24 minutes 42 seconds West, 0.28 feet;

THENCE South 89 degrees 26 minutes 15 seconds West, leaving said east line and with said north line, a distance of 1,686.43 feet to a point for corner;

THENCE North 00 degrees 31 minutes 43 seconds West, leaving said north line, a distance of 259.85 feet to a point for corner;

THENCE North 85 degrees 00 minutes 32 seconds West, a distance of 332.03 feet to a point for corner;

THENCE North 77 degrees 52 minutes 14 seconds West, a distance of 131.98 feet to a point for corner;

Item H.3.


Exhibit C – Metes and Bounds Description of the Property

Exhibit C 2110.013\68727.2

THENCE North 87 degrees 51 minutes 37 seconds West, a distance of 126.51 feet to a point for corner in the east line of State Highway No. 377, a variable width right-of-way;

THENCE Northerly, with said east line, the following four (4) courses and distances:

North 13 degrees 52 minutes 24 seconds East, a distance of 748.43 feet to a point for the southwest corner of the above mentioned Lot 1-R;

North 13 degrees 46 minutes 23 seconds East, a distance of 481.88 feet to a point for the northwest corner of said Lot 1-R;

North 89 degrees 10 minutes 51 seconds East, a distance of 2.70 feet to a point for the most westerly southwest corner of the above mentioned Lot 2, Block A;

North 13 degrees 46 minutes 18 seconds East, a distance of 346.96 feet to a point for the southwest corner of that tract of land described in Deed to Lone Star Gas Company, as recorded in Volume 540, Page 404, Deed Records, Denton County, Texas;

THENCE North 89 degrees 42 minutes 17 seconds East, leaving said east line, a distance of 46.39 feet to a t-post with aluminum cap stamped “LONE STAR GAS” found for the southeast corner of said Lone Star Gas Company tract;

THENCE North 12 degrees 56 minutes 26 seconds East, a distance of 50.03 feet to a point in the south line of the above mentioned Exhibit “D” tract for the northeast corner of said Lone Star Gas Company tract;

THENCE South 89 degrees 20 minutes 45 seconds West, with said south line, a distance of 49.75 feet to a point in the east line of the above mentioned State Highway No. 377 for the southwest corner of said Exhibit “D” tract;

THENCE North 11 degrees 44 minutes 46 seconds East, with said east line, a distance of 287.56 feet to a point for corner;

THENCE North 35 degrees 44 minutes 20 seconds East, continuing with said east line, a distance of 127.31 feet to a point for the northwest corner of said Exhibit “D” tract and the intersection of said east line with the south line of the above mentioned Farm to Market Road No. 407;

THENCE North 89 degrees 33 minutes 36 seconds East, leaving said east line and with said south line, a distance of 1,416.06 feet to a point for the common northeast corner of the above mentioned Champion Investments, L.L.C. tract and northwest corner of the above mentioned John P. Stafford and Karen Sue Stafford tract;

THENCE South 00 degrees 34 minutes 25 seconds East, leaving said south line, a distance of 679.30 feet to a 1/2 inch iron rod found for the common southeast corner of said Champion Investments, L.L.C. tract and southwest corner of said John P. Stafford and Karen Sue Stafford tract;

THENCE North 89 degrees 34 minutes 43 seconds East, a distance of 320.15 feet to a point for the southeast corner of said John P. Stafford and Karen Sue Stafford tract;

THENCE North 00 degrees 31 minutes 55 seconds West, a distance of 679.41 feet to the POINT OF BEGINNING and containing 101.350 acres of land, more or less.

Item H.3.


Exhibit D – Public Improvements

Exhibit D - Page 1

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Exhibit D – Sewer Improvements

Exhibit D - Page 2 2110.013\68727.2

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Exhibit D – Sewer Improvements

Exhibit D - Page 2 2110.013\68727.2

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Exhibit E – Estimated Project Costs

Exhibit E 2110.013\68727.2

Categories of Project Costs Estimated Cost in 2016 Dollars

Road Improvements $6,072,745

Storm Drainage and Detention Improvements $2,136,600

Sanitary Sewer Improvements $2,980,670

Landscape and Open Space Improvements $2,306,700

Soft Costs $4,262,250

TOTAL $17,758,965

Estimated costs may increase or decrease. TIF Fund revenue will pay or reimburse only actual Project Costs.

Item H.3.


Exhibit F – Estimated Time When Costs Are to be Incurred

Exhibit F 2110.013\68727.2

Categories of Project Costs 2016 2017 2018 2019 2020 TOTAL

Road Improvements $6,072,745 $6,072,745

Sanitary Sewer Improvements $2,136,600 $2,136,600

Storm Drainage and Landscaping Improvements

$2,755,670 $225,000 $2,980,670

Landscape and Open Space Improvements

$1,153,350 $1,153,350 $2,306,700

Soft Costs $1,180,000 $2,382,250 $100,000 $3,662,250

Administrative Costs $20,000 $20,000 $20,000 $20,000 $20,000 $100,000

TOTAL $1,200,000 $14,520,615 $1,498,350 $20,000 $20,000 $17,258,965

Administrative Costs will be incurred annually and are anticipated to be approximately $20,000 per year.

Item H.3.


Exhibit G – Feasibility Study

2110.013\68727.2

Item H.3.


Economic Feasibility Study: Reinvestment Zone Number One

Town of Argyle, Texas

Petty & Associates, Inc.

11/16/2017

Item H.3.


Table of Contents

Introduction .................................................................................................................................................. 1

Overview ...................................................................................................................................................... 1

Economics of Argyle.................................................................................................................................. 1

Waterbrook Value .................................................................................................................................... 2

Zone Description ......................................................................................................................................... 3

TIRZ Financing ............................................................................................................................................... 3

Methodology ............................................................................................................................................ 3

Financial Feasibility ...................................................................................................................................... 4

Eligible Improvements ................................................................................................................................. 5

Table 1: Improvement Costs ..................................................................................................................... 5

Schedule of Values ....................................................................................................................................... 8

Table 2: TIRZ Schedule of Values .............................................................................................................. 8

Table 3: TIRZ Schedule of Revenues Available for Reimursement .......................................................... 9

Estimated Payoff of Public Improvements ................................................................................................ 10

Summary .................................................................................................................................................... 10

EXHIBITS

EXHIBIT 1: TIRZ No. One Boundary Map .................................................................................................... 11

EXHIBIT 2: Zoning Map .............................................................................................................................. 12

EXHIBIT 3: Waterbrook Site Plan ................................................................................................................ 13

EXHIBIT 4: Comprehensive Land Use Plan .................................................................................................. 14

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1

Introduction The Town of Argyle ("Town") has asked Petty & Associates, Inc., to perform a Tax Increment Reinvestment Zone No. One (“TIRZ”) or (“TIF”) feasibility study (the "Study") for the development known as Waterbrook, located at the southeast corner of SH 377 and FM 407 in Argyle, Texas. This study fulfills the requirement to perform an economic feasibility study, set out in Chapter 311.011(c)(3) of the Texas Tax Code, Chapter 311, the Tax Increment Financing Act, and demonstrates whether the plan is economically feasible. This study also illustrates the methodology of financing project costs in which the Town provides meaningful incentives to private developers willing to invest in Argyle, while the Town continues to ensure fiscal responsibility to the taxpayers.

As defined in the Texas Economic Development Handbook, “Tax increment financing is a tool that local governments can use to publicly finance needed structural improvements and enhanced infrastructure within a defined area. These improvements usually are undertaken to promote the viability of existing businesses and to attract new commercial enterprises to the area1.”

The Waterbrook development represents a significant economic benefit to the Town of Argyle, both in terms of on- and off-site public infrastructure and roadway enhancements and vital retail shopping and commercial services for Argyle residents.

OverviewEconomics of Argyle

The Town of Argyle comprises 11.1 square miles in Denton County. The Town has an estimated 2015 population of 3,905 and is experiencing rapid residential growth as the Interstate 35 West (I-35W) corridor from Fort Worth to Denton continues to mature. Since the 2010 census, the Town has averaged 4.1% in population growth each year. Argyle is located 6 miles south of Denton and 9 miles north of the Alliance Gateway of Fort Worth and is bisected by I-35W and US Highway 377. Median household income in Argyle is $111,616. Which is 52% above the state median income level and 52% of residents have Bachelor’s Degree or higher. 2

Argyle is home to the highly sought after Argyle Independent School District and award winning private school, Liberty Christian. Home buyers in Argyle consistently rank the quality of schools as the number one reason for choosing to live in Argyle.

1 http://www.tml.org/p/EconomicDevelopmentHandbook2015_TML.pdf 2 Date accessed 9-20-2016 https://www.census.gov/search-results.html?q=Argyle+Texas&search.x=0&search.y=0&search=submit&page=1&stateGeo=none&searchtype=web

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2

In 2009, the Town adopted a comprehensive plan, which was updated in 2015, and is designed to protect the rural nature of the community while emphasizing and enabling quality development on the I-35W corridor as well as the major east-west thoroughfare of FM Road 407 and US Hwy 377. In addition to the comprehensive plan, the Town has adopted Form Based Code Zoning Districts (FBC) for key strategic intersections in the Town which will further a sustainable quality growth pattern for the community for decades to come, while always protecting the community’s unique heritage and large residential estates.

In order to protect the quality components of growth and incentivize desirable development, particularly commercial and retail development, the community must continue to enhance its roadways and expand the sewer infrastructure to accommodate new growth. Because such a large area of the community will always be low-density residential, capitalizing on development potential within the FBC Districts is crucial to maintaining economic viability and maintaining outstanding Town services to residents. Because of the relatively low residential population, the Town is very sensitive to the key intersection of US Hwy 377 and FM Road 407. This intersection today lacks sewer capacity to serve the contemplated FBC development as well as the surrounding area within the Town of Argyle and in adjacent unincorporated Denton County.

Waterbrook Value

The Waterbrook mixed-use development consists of 105 acres which will be developed approximately 80% residential with residential open space, 20% commercial uses. The property is predominantly open and undeveloped due to a lack of sewer infrastructure as well as a large flood plain which bisects the property impairing sound growth within this intersection corridor The quality of development required by the Town via the approved Waterbrook FBC zoning will result in home values ranging from $350,000 to $500,000.The estimated build-out value of Waterbrook is projected at approximately $150 million in new taxable value the Town of Argyle and Denton County, of which $30 million is projected to be commercial and retail uses. In addition, the development of the commercial component of Waterbrook estimates $200,000 in new annual sales tax dollars for the Town. Annual revenues associated with this growth represent an estimated 36% increase in current advalorem revenue and an estimated 43% increase in sales tax revenue for the Town. Denton County will realize an estimated $400,000 in new annual property tax revenues. Currently under consideration is the County’s participation in the TIRZ to offset significant off-site sewer infrastructure costs for this region of the County.

Zone DescriptionArea

Argyle TIRZ No. One consists of approximately 101.350 acres, situated at the southeast corner of US Hwy 377 and FM Road 407 as depicted in Exhibit “1”. The TIRZ boundary includes all the proposed Waterbrook

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3

residential and commercial development. TIRZ No. One is largely undeveloped with no existing residential or commercial uses. Two churches are currently located within the proposed boundaries, however both churches have relocation agreements in place, and will be relocated outside the TIRZ boundaries. There will be no displacement of residents necessitated by the proposed development within the TIRZ.

Zoning

Zoning for the uses within the TIRZ boundary are depicted in Exhibit “2”. The zone change for the subject property was approved by the Town Council on April 23rd, 2016 within the Form Based Code (FBC) guidelines. No additional zoning changes are required in order for development to occur as presented in this Study. The Waterbrook Site Plan, Exhibit “3” is approved via a Master Development Plan (“MDP”) under the FBC zoning and in accordance with the Town’s Comprehensive Land Use Plan, Exhibit “4” It includes sixty-three (63) 70’ SF residential lots, one hundred forty seven (147) 50’ SF lots and seventy seven (77) 41’ SF lots for a total of two hundred eighty seven (287) residential lots. Commercial and retail zoning is approved for approximately 18 acres which will include retail, restaurant and office uses which surrounds a contemplated grocery anchor.

TIRZ Financing Methodology

The Argyle TIRZ No. One is a pay as you go TIRZ, meaning that no TIRZ debt will be issued by the Town. The developer will pay for the TIRZ improvements and will be reimbursed by the TIRZ increment after it has been collected into the TIRZ fund. A portion of the TIRZ revenue will be used to offset Public Improvement District assessments ("PID Assessments") associated with the Waterbrook of Argyle Public Improvement District (the "District"), created by the Council on August 9, 2016. The anticipated proportionate TIRZ contribution to offset PID Assessments will be determined by the Town Council at a later date with the finalization of the updated Service and Assessment Plan for the District is approved by the Town Council.

As set forth in the Denton County Participation Agreement, approved by County Commissioners Court by Court Order 17-0070 on January 24th, 2017; Denton County will participate in the TIRZ with 50% of the county’s ad valorem increment for 30 years or an estimated $2.3 million associated with the actual costs to pay for the S-1 Sewer line and lane on US Hwy 377 and FM Road 407. The Denton County Commissioners Court approved the County Participation Agreement which declares its support of the proposed TIRZ, and its intent to pay into the tax increment fund fifty percent (50%) of the tax increment attributed to the Captured Assessed Value (total taxable value) in the TIRZ attributable to the County; and shall fund the TIRZ as set forth in the Agreement to Participate in Tax Increment Reinvestment Zone Number One, Town of Argyle, Texas, beginning on the date the TIRZ is established and ending no later than December 31, 2046.

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4

Financial Feasibility

Financial Overview

The strong residential housing market for Argyle continues. Annual new home values in Argyle start at an average $583,060 with homes under construction averaging $599,590. Annual closings total 37 homes as of Quarter 2 in 2016. Annual new home starts and closings have continued to trend upward in Argyle since 2011. Hillwood’s development “Harvest,” which is located partially with the Argyle ETJ, west of I-35W and north of FM Rd 407 continues to enjoy stable growth. The “Canyon Falls” development by NASH and Newland Communities, located in the southern portion of Argyle, west of US Hwy 377 and north of FM Road 1171. Harvest reports 299 annual starts with average values of $346,570, while Canyon Falls reports 251 annual starts averaging $406,675.

The lack of significant population in the immediate Argyle trade area coupled with the lack of sewer capacity has prevented significant commercial growth within the heart of the Town of Argyle. New residential and commercial projects, however, are beginning to find Argyle, including two newly approved restaurants in 2016 and a third on the way in 2017. Significant commercial potential also exists at the northwest corner of I-35W and FM Road 407 within the second phase of the Harvest development. Discussions are already underway to accommodate infrastructure to support this commercial corner. A medical office building is also under construction in the vicinity at the northeast corner of Crawford Rd and I-35W. Increased traffic and stable demographics continue to support the need for a grocery anchor within the Town limits as proposed for the Waterbrook development.

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5

TIRZ Eligible Improvements TIRZ eligible improvement costs for Waterbrook are estimated to be $17,758,965 as depicted below in Table 1.

Table 1 Improvement Costs

Soft Costs ENGINEERING & SURVEYING BOUNDARY SURVEY

$22,500

TOPOGRAPHIC SURVEY $33,700 TREE SURVEY $40,000 DUE DILIGENCE $38,275 LAND PLANNING $30,400 ZONING $35,000 PID CREATION $40,850 PRELIMINARY PLAT $34,125 TRAFFIC IMPACT ANALYSIS

$27,300

PHASE I ENVIRONMENTAL $3,500 GEOTECHNICAL - FINAL $40,950 GEOTECHNICAL - DENSITY TESTING

$95,550

404 WETLANDS ASSESSMENT/PERMITTING

$60,000

TXDOT PERMIT $10,000 FLOOD STUDY/LOMR $20,000 DETENTION DESIGN $20,000 SWPPP/NOI PREPARATION

$4,500

SWPPP INSPECTIONS/REPORTING

$15,000

MISCELLANEOUS ENGINEERING

$24,000

ENGINEERING REIMBURSABLES

$24,000

TOPOGRAPHIC SURVEY $139,000 CONTINGENCY 10% $88,300

ENGINEERING & SURVEYING $846,950

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6

DEVELOPMENT FEES & PERMITS ZONING AND PLAT FEES

$18,900

Wetlands Mitigation $150,000 LOMR application $8,500 REVIEW/INSPECTION FEES (5%)

$275,900

Financing Costs (Cap I, Reserve Fund) and TIRZ Admin Costs $2,962,000 DEVELOPMENT FEES & PERMITS $3,415,300

SOFT COSTS TOTAL $4,262,250

Hard Costs ROAD IMPROVEMENTS:

EROSION CONTROL $191,650 EARTHWORK - ROADS $239,175 PAVING - ON-SITE $2,370,275 ROW & EASEMENTS (15 AC ROW + 10 AC DETENTION ESMT) $2,222,375 STREET LIGHTS $203,500 DECEL LANE PAVING $293,700 CONTINGENCY 10% $552,070

ROAD IMPROVEMENT SUBTOTAL $6,072,745

STORM DRAINAGE AND DETENTION IMPROVEMENTS EARTHWORK - DETENTION

$120,000

STORM DRAINAGE $1,662,350 STORMWATER DETENTION

$160,000

CONTINGENCY 10% $194,250 DRAINAGE IMPROVEMENT SUBTOTAL $2,136,600

SANITARY SEWER IMPROVEMENTS 0

ON-SITE SANITARY SEWER $709,700 OFF- SITE SANITARY SEWER

$2,000,000

CONTINGENCY 10% $270,970 SEWER IMPROVEMENT SUBTOTAL $2,980,670

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7

LANDSCAPE AND AMENITIES 0 RETAINING WALLS $1,097,000 PRIMARY ENTRY AND GREENBELT $1,000,000 CONTINGENCY 10% $209,700

LANDSCAPE / OPEN SPACE IMPROVEMENT SUBTOTAL $2,306,700 DEVELOPMENT CONSTRUCTION $13,496,715

SOFT COSTS: $4,262,250 DEVELOPMENT CONSTRUCTION $13,496,715 Total Costs $17,758,965.00

Item H.3.


8

Schedule of Values

Anticipated new values produced by Waterbrook are depicted in Table 2 below.

Table 2 TIRZ Schedule of Values

2018 2019 2020 2021 2022 41' SF 7,298,000 14,596,000 21,894,000 29,192,000 29,192,000 50' SF 8,709,356 17,418,713 26,128,069 34,837,425 34,837,425 70' SF 14,236,200 28,472,400 42,708,600 56,944,800 56,944,800 Total Residential Value 30,243,556 60,487,113 90,730,669 120,974,225 120,974,225

Commercial Development $0 $22,761,750 $25,832,730 $30,050,208 $31,790,430 TOTAL NEW VALUE $ 30,243,556 $ 83,248,863 $ 116,563,399 $ 151,024,433 $ 152,764,655

Schedule of Revenues

Table 3 illustrates the estimated TIRZ revenues that will be generated from potential new construction over a 30-year period totaling $9 million after the public improvements are completed and the portions of the ad valorem increment from the Town and the County which will be available for reimbursement over the term.

The public improvements will be constructed by Cal Atlantic Homes of Texas, Inc., or their affiliate, in partnership with Terra Manna, LLC., or their affiliate, (collectively, the "Developer"). The Town will not fund any public infrastructure cost with cash, but has committed to assist the Developer in acquiring necessary easements to accommodate the offsite sewer line by use of eminent domain, if necessary.

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9

Table 3 TIRZ Schedule of Revenues Available for Reimbursement

Estimated Payoff of Eligible

Improvements The Town of Argyle anticipates that a portion of the TIRZ revenues will first pay administrative costs, then a portion of the TIRZ revenues (currently estimated at $7.5 million over the term with the final amount determined when the Town approves the updated Service and Assessment Plan for the District), and will

TIF Fund Balance

Revenues from Town of

Argyle

Revenues from Denton

County

Total TIF Revenues from all sources

Cumulative TIF

Revenues from all sources

2018 $48,087 $39,619 $87,706 $87,706 2019 $132,366 $109,056 $241,422 $329,128 2020 $185,336 $152,698 $338,034 $667,162 2021 $240,129 $197,842 $437,971 $1,105,133 2022 $242,896 $200,122 $443,017 $1,548,150 2023 $245,325 $200,122 $445,446 $1,993,597 2024 $245,325 $200,122 $445,446 $2,439,043 2025 $245,325 $200,122 $445,446 $2,884,490 2026 $245,325 $200,122 $445,446 $3,329,936 2027 $245,325 $200,122 $445,446 $3,775,383 2028 $240,418 $200,122 $440,540 $4,215,922 2029 $241,900 $200,122 $442,021 $4,657,944 2030 $242,337 $200,122 $442,459 $5,100,402 2031 $244,818 0 $244,818 $5,345,221 2032 $245,285 0 $245,285 $5,590,506 2033 $247,776 0 $247,776 $5,838,282 2034 $248,273 0 $248,273 $6,086,556 2035 $250,774 0 $250,774 $6,337,330 2036 $251,302 0 $251,302 $6,588,632 2037 $253,813 0 $253,813 $6,842,445 2038 $254,371 0 $254,371 $7,096,816 2039 $249,262 0 $249,262 $7,346,078 2040 $250,795 0 $250,795 $7,596,873 2041 $251,239 0 $251,239 $7,848,113 2042 $253,833 0 $253,833 $8,101,946 2043 $254,308 0 $254,308 $8,356,254 2044 $256,912 0 $256,912 $8,613,166 2045 $257,419 0 $257,419 $8,870,585 2046 $260,033 0 $260,033 $9,130,618

Item H.3.


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be paid towards the reduction of the PID Assessments as described in the Development Agreement between the Town and the Developer, effective August 9, 2016, relating to the Waterbrook development. The remaining TIRZ dollars during the term will be used to reimburse the developer for other eligible costs as described in Table 1 above up to a cap of $1.5 million. The County TIRZ dollars will be used solely to reimburse the developer for costs related to the S-1 Sewer line and the deceleration lanes, as defined in the Final Project Plan and the TIRZ Agreement.

Summary The Town of Argyle is optimistic about the development potential represented by the Waterbrook development. The Town will achieve many long-range goals with this development.

First, the Town will realize the completion of the S-1 sewer line which will significantly reduce Town utility obligations to Trinity River Authority for its portion of Graham Branch costs, without having to issue debt or increase the tax burden on the Argyle tax payers.

Second, Denton County will also realize new sewer capacity in the unincorporated area between Argyle and Flower Mound which represents significant new growth opportunities and new tax base potential.

Third, the Town of Argyle will benefit from a master planned, mixed use development which fulfills all the requirements of the Town’s Comprehensive Plan and the Form Based Code. Tax increment financing promises to create a means of achieving these goals without the Town having to issue debt or raise taxes to stimulate this investment. The investment on the part of the Town and the County of $9 million is projected to spark the development of $23 million in combined new sales and ad valorem value in year 1, for Denton County and the Town of Argyle, and $150 million at buildout, projected to be 4-6 years. Since the Zone is designed to be a “pay as you go” TIRZ, reimbursements will only be paid as new revenues are collected. Argyle taxpayers will not have to shoulder the financial burden necessary to produce this new value and will not have to back additional Town debt with their tax dollars.

Project Costs are projected to be reimbursed to the Developer in 15 years, still leaving the TIRZ with sufficient funds to incentivize developers in constructing new improvements. The Town is still able to maintain appropriate operating costs to serve these developments. In addition, the TIRZ affords the Town the opportunity to remain competitive with the related PID Assessments so as not to overburden the new development.

Item H.3.


11

Exhibit 1 TIRZ Boundary Area

Item H.3.


12

Exhibit 2 Zoning Map

Item H.3.


13

Exhibit 3 Waterbrook Site Plan

Item H.3.


14

Exhibit 4 Comprehensive Land Use Plan

Item H.3.


2110.013\68840.1

EXHIBIT B

TIF AGREEMENT WATERBROOK OF ARGYLE

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Page 1 2110.013\68728.2

TIF Agreement Waterbrook of Argyle

This TIF Agreement (this "Agreement") is entered into by Terra Manna, LLC, a Texas limited

liability company (the "Developer"), the Board of Directors (the "TIRZ Board") of Reinvestment

Zone Number One, Town of Argyle (the "Zone"), and the Town of Argyle, Texas (the "Town"),

to be effective November 28, 2017 (the "Effective Date"). The Developer, the TIRZ Boards and

the Town are individually referred to as a "Party" and collectively as the "Parties."

SECTION 1. RECITALS

1.1 WHEREAS, capitalized terms used in this Agreement shall have the meanings given to

them in Section 2;

1.2 WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean sections

of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement which

are incorporated as part of this Agreement for all purposes; and (3) all references to "ordinances"

or "resolutions" shall mean ordinances or resolutions adopted by the Town Council;

1.3 WHEREAS, the Developer is a Texas limited liability company;

1.4 WHEREAS, the Town is a Texas Type A general law municipality;

1.5 WHEREAS, the Developer has paid and may continue to pay for the Project Costs of

certain Public Improvements;

1.6 WHEREAS, this Agreement is the TIF Agreement contemplated by Section 6.02 of the

Development Agreement;

1.7 WHEREAS, the TIF Fund shall only be used in the manner set forth in the TIRZ

Creation Ordinance, the Project and Financing Plan and this Agreement;

1.8 WHEREAS, this Agreement is an "agreement" authorized by the TIF Act;

1.9 WHEREAS, the Zone is a tax increment reinvestment zone created by the Town Council

in accordance with the TIF Act, by the TIRZ Creation Ordinance; and

1.10 WHEREAS, in connection with the creation of the Zone and as required by the TIF Act,

the TIRZ Board and the Town Council approved the Project and Financing Plan; and

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Page 2 2110.013\68728.2

1.11 WHEREAS, the Parties contemplate that certain Administrative Costs and certain

portions of the Public Improvements (each as defined in the Project and Financing Plan), will be

funded from monies on deposit in the TIF Fund; and

1.12 WHEREAS, the PID Assessment offsets required by this Agreement are limited to

amounts deposited into the TIF Fund; and

1.13 WHEREAS, the Town has an interest in creating jobs and expanding the tax base which

accomplish a public purpose; and

1.14 WHEREAS, the Parties have determined that this Agreement is necessary and convenient

to implement the Project and Financing Plan and the Development Agreement; and, that the

Public Improvements constitute public infrastructure that benefit the Zone; and

1.15 WHEREAS, the foregoing RECITALS: (1) are part of this Agreement for all purposes;

(2) are true and correct; and (3) each Party has relied upon such Recitals in entering into this

Agreement; and

1.16 WHEREAS, all resolutions and ordinances referenced in this Agreement (e.g., the TIRZ

Creation Ordinance), together with all other documents referenced in this Agreement (e.g., the

Project and Financing Plan), are incorporated as part of this Agreement for all purposes as if

such resolutions, ordinances, and other documents were set forth in their entirety in or as exhibits

to this Agreement.

NOW THEREFORE, for and in consideration of the mutual obligations of the Parties set forth in

this Agreement, the Parties agree as follows:

SECTION 2. DEFINITIONS

2.1 "Agreement" is defined in the introductory paragraph.

2.2 "Administrative Costs" are defined in the Project and Financing Plan.

2.3 “Anchor Tenant” shall be a full service grocer or full service grocery store with a

minimum of 60,000 square feet of full service retail grocery space.

2.4 "Annual Credit Amount" is defined in Section 6.02 of the Development Agreement and is

defined for each Parcel of Assessed Property as the individual offset or credit to be applied

against the Assessment, or the Annual Installment thereof, for such Parcel in an amount equal to

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the amount of funds on deposit in the TIF Fund generated by such Parcel after payment of

Administrative Costs.

2.5 "Annual Installment" is defined in the SAP.

2.6 "Assessed Property" is defined in the SAP.

2.7 "Assessment" is defined in the SAP.

2.8 "Assessment Ordinance" is defined in the SAP.

2.9 "Assessment Revenue" means the revenues actually received by or on behalf of the Town

from the collection of Assessments, including prepayments, Annual Installments, Delinquent

Collection Costs and foreclosure proceeds.

2.10 "Assessment Roll" is defined in the SAP.

2.11 "Authorized Improvements" is defined in the SAP.

2.12 "Bond Indenture" means the trust indenture pursuant to which PID Bonds are issued.

2.13 "Certificate for Payment" means a certificate (substantially in the form of Exhibit A or as

otherwise approved by the Developer and the Town Representative) executed by a representative

of the Developer and approved by the Town Representative, delivered to the Town

Representative, specifying the work performed and the amount charged (including materials and

labor costs) for Project Costs, and requesting payment of such amount from the appropriate fund

or funds. Each certificate shall include supporting documentation in the standard form for Town

construction projects and evidence that the Public Improvements (or its completed segment)

covered by the certificate have been inspected by the Town.

2.14 "County Participation Agreement" is defined in the Project and Financing Plan.

2.15 "Default" is defined in Section 4.6.1.

2.16 "Delinquent Collection Costs" are defined in the SAP.

2.17 "Developer" is defined in the introductory paragraph.

2.18 "Developer Advances" mean advances made by the Developer to pay Project Costs.

2.19 "Development Agreement" means that certain "Development Agreement" effective

August 9, 2016, between the Town and the Developer.

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2.20 "Grants" are defined in the Project and Financing Plan and the Development Agreement

and include the payments described in Section 3.2 of this Agreement.

2.21 "Effective Date" is defined in the introductory paragraph.

2.22 "Failure" is defined in Section 4.6.1.

2.23 "Maturity Date" is the date one year after the expiration of the Zone Term.

2.24 "Parcel" is defined in the SAP.

2.25 "Party" and "Parties" are defined in the introductory paragraph.

2.26 "PID" is defined as the Waterbrook of Argyle Public Improvement District created by the

PID Creation Resolution.

2.27 "PID Act" is defined as Chapter 372, Texas Local Government Code, as amended.

2.28 "PID Bonds" are defined in the SAP.

2.29 "PID Creation Resolution" is defined as Resolution No. 2016-22 passed and approved by

the Town Council on August 23, 2016.

2.30 "PID Pledged Revenue Fund" means the fund established by the Town under a Bond

Indenture (and segregated from all other funds of the Town) into which the Town deposits

Assessment Revenue securing PID Bonds issued and still outstanding.

2.31 "PID Reimbursement Fund" means the fund established by the Town under this

Agreement (and segregated from all other funds of the Town) into which the Town deposits

Assessment Revenue if not deposited into the PID Pledged Revenue Fund.

1.17 "Project and Financing Plan" means the Reinvestment Zone Number One, Town of

Argyle, Final Project and Financing Plan approved by the TIRZ Board and the Town Council

November 28, 2017.

2.32 "Project Costs" are the Administrative Costs and costs of the Public Improvements and

the costs of the Grants.

2.33 "Public Improvements" is defined in the Project and Finance Plan and include the

Authorized Improvements.

Item H.3.


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2.34 "Retained Commercial Credit" is defined in Section 6.02 of the Development Agreement.

2.35 "Retained Credit Reserve" is defined in the Project and Finance Plan and Section 6.02 of

the Development Agreement.

2.36 "SAP" is defined as the Waterbrook of Argyle Public Improvement District Service and

Assessment Plan approved as part of the April 25, 2017, Assessment Ordinance, as the same may

be updated or amended by Town Council action.

2.37 "Tax Increment" is defined in the Project and Financing Plan.

2.38 "TIF Act" is defined as Chapter 311, Texas Tax Code, as amended.

2.39 "TIF Agreement Balance" is defined in Section 3.4.

2.40 "TIF Fund" means the fund described in Section 6.02 of the Development Agreement and

established by the Town under the TIRZ Creation Ordinance (and segregated from all other

funds of the Town) into which the Town deposits the Tax Increment (as defined and described in

the TIRZ Creation Ordinance and the Project and Financing Plan) and funds received from the

County Participation Agreement.

2.41 "TIRZ Board" is defined in the introductory paragraph.

2.42 "TIRZ Creation Ordinance" means Ordinance No. 2016-18 adopted September 27, 2016.

2.43 "Town" is defined in the introductory paragraph.

2.44 "Town Representative" means the person authorized by the Town Council to undertake

the actions referenced herein.

2.45 "Town Council" means the governing body of the Town.

2.46 "Transfer" and "Transferee" are defined in Section 4.8.

2.47 "Zone" is defined in the introductory paragraph and means the Reinvestment Zone

Number One, Town of Argyle created by the TIRZ Creation Ordinance.

Item H.3.


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2.48 "Zone Term" means September 27, 2016 through December 31, 2046, unless otherwise

terminated in accordance with the Project and Financing Plan and the TIF Act.

SECTION 3. FUNDING PROJECT COSTS

3.1 Fund Deposits. The TIF Act requires the Town and the TIRZ Board to deposit the Tax

Increment into the TIF Fund, including the appropriate subaccount created therein, for the Zone

Term. The TIF Fund shall only be used to pay Project Costs in accordance with this Agreement,

the Project and Financing Plan, the Development Agreement, and the TIF Act. In the event of

any conflicts between this Agreement and the Development Agreement, the Development

Agreement shall control.

3.2 Payment of Project Costs from the TIF Fund. The first costs to be paid from the TIF

Fund will be those costs required to create the Zone. Then, each year: (1) the first costs to be

paid from the TIF Fund will be those costs required to administer the Zone; (2) the second costs

to be paid from the TIF Fund will be the Annual Credit Amount applicable to residential

development; (3) the third costs to be paid from the TIF Fund will be the Retained Credit

Reserve, and (4) the fourth costs to be paid from the TIF Fund will be the Annual Credit Amount

applicable to commercial development, but only after the Town issues a building permit for the

construction of the anchor tenant with the commercial development area. Surplus Town real

property ad valorem taxes in the TIF Fund after all Annual Credit Amounts have been applied to

residential development shall be retained in the TIF Fund to create the Retained Credit Reserve.

The Retained Credit Reserve will be held in the TIF Fund until one year before the expiration of

the Term at which time the Retained Credit Reserve will become surplus and will be released to

pay other qualified project costs. The Retained Commercial Credit will be retained in the TIF

Fund until such time as the Town issues a building permit for the construction of the anchor

tenant with the commercial development area. Once such building permit is issued, the Retained

Commercial Credit will first be used to repay the owner(s) of the commercial property, on a pro

rata basis, an amount equal to each Annual Credit Amount they would have received if there had

been no retainage. All sales tax revenue in the TIF Fund and all surplus ad valorem tax revenue

after the application of the Annual Credit Amount, the Retained Commercial Credit, and the

Retained Credit Reserve, will be paid to the Developer in annual installments up to an aggregate

amount of $1,500,000 but only after the Town has issued a building permit for the anchor

Item H.3.


Page 7 2110.013\68728.2

commercial tenant. Until that time, such funds will accrue in the TIF Fund to be paid once the

building permit is issued. All Denton County tax revenue in the TIF Fund will be paid to the

Developer in annual installments up to an amount equal to the Developer's actual costs, including

interest, for the S-1 Sewer Line and the deceleration lanes shown on Exhibit C of the

Development Agreement all in accordance with the County Participation Agreement. The Town

will prepare each year an updated PID assessment roll confirming the amount of the annual

installment owed on PID assessments and the reduced assessment amount burdening the

Property after the Town applies the Annual Credit Amount against the annual PID installment

payment. The necessary costs incurred by the Town in creating and administering the Zone will

be paid by the Developer until such time as the TIF Fund includes amounts sufficient to pay or

reimburse such costs.

3.3 Payment of Grants. Consistent with the terms of the Development Agreement and this

Agreement, the Town agrees to pay to the Developer, and the Developer shall be entitled to

receive payments from the Town, until the Maturity Date of the Grants. In addition to the Grants

of TIF Fund revenue, the Town grants to the Developer all sewer impact fees paid to the Town

for (a) development of all or any portion of the Property and (b) all or any portion of the property

within the sewer basin contributing flows to or benefitting from the S-1 Sewer Line which grant

shall reimburse the Developer for costs related to construction of the S-1 Sewer Line.

3.4 Payment of TIF Agreement Balance. Consistent with the terms of the Development

Agreement and this Agreement, the Town agrees to pay to the Developer, and the Developer

shall be entitled to receive payments from the Town, until the Maturity Date, for amounts shown

on each Certificate for Payment (which amounts include only Project Costs paid by or at the

direction of the Developer for the S-1 Sewer Line and the deceleration lanes shown on Exhibit C

of the Development Agreement) plus: (1) simple interest on the unpaid principal balance at the

rate of nine percent (9%) for years one through five beginning on the date each Certificate of

Payment is delivered to the Town Representative; and (2) simple interest on the unpaid principal

balance at the rate of six percent (6%) for years six through thirty thereafter (the unpaid principal

balance, together with accrued but unpaid interest, owed the Developer for all Certificates of

Payment is referred to as the "TIF Agreement Balance"); provided, however, upon the issuance

of PID Bonds, the interest rate paid to the Developer shall be the same as the interest rate on such

PID Bonds. The interest rates set forth in this Section have been approved by the Town Council

Item H.3.


Page 8 2110.013\68728.2

and are authorized by the TIF Act. Such interest rates were determined based upon the Bond

Buyer Revenue Bond Index published in The Bond Buyer, a weekly publication that publishes

this interest rate index and within thirty (30) days of the the date of determination (which date is

the same as the Effective Date), the average index rate was not less than four percent (4%). The

obligation of the Town to pay the TIF Agreement Balance is payable solely from the TIF Fund.

No other Town funds, revenue, taxes, income, or property shall be used even if the TIF

Agreement Balance is not paid in full by the Maturity Date. Payments from the TIF Fund shall

be applied in accordance with this Agreement. Each payment from the TIF Fund shall be

accompanied by an accounting that certifies the TIF Agreement Balance as of the date of the

payment and that itemizes all deposits to and disbursements from the fund since the last

payment. If there is a dispute over the amount of any payment, the Town shall nevertheless pay

the undisputed amount, and the Parties shall use all reasonable efforts to resolve the disputed

amount before the next payment is made; however, if the Parties are unable to resolve the

disputed amount, then the Town's determination of the disputed amount (as approved by the

Town Council) shall control. Annually, on or before March 31 of each year, in the event there

are any TIF Funds in excess of the TIF Agreement Balance, the remaining balance shall be paid

to the Town.

3.5 Obligations Limited. The obligations of the Town under this Agreement shall not, under

any circumstances, give rise to or create a charge against the general credit or taxing power of

the Town or constitute a debt or other obligation of the Town payable from any source other than

the TIF Fund. Unless approved by the Town, no other Town funds, revenues, taxes, or income of

any kind other than the funds on deposit in the TIF Fund shall be used to pay: (1) the Project

Costs; (2) the TIF Agreement Balance even if the TIF Agreement Balance is not paid in full on

or before the Maturity Date; (3) the Annual Credit Amount or (4) the Retained Credit Reserve.

None of the Town or any of its elected or appointed officials or any of its officers, employees,

consultants or representatives shall incur any liability hereunder to the Developer or any other

party in their individual capacities by reason of this Agreement or their acts or omissions under

this Agreement. Any balance remaining in the TIF Fund upon expiration of the Term of the

Zone that is not otherwise legally committed to reimburse Developer for Project Costs shall be

returned to the City as required by the Act.

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Page 9 2110.013\68728.2

3.6 Obligation to Pay. If the Developer is in then current compliance with its obligations

under the Development Agreement, then following the inspection and approval of any portion of

Public Improvements for which Developer seeks reimbursement of the Project Costs by

submission of a Certificate for Payment the obligations of the Town under this Agreement to pay

disbursements (whether to the Developer or to any person designated by the Developer)

identified in any Certificate for Payment are unconditional AND NOT subject to any defenses or

rights of offset.

3.7 Town Delegation of Authority. All Public Improvements shall be constructed by or at

the direction of the Developer in accordance with the plans and in accordance with this

Agreement and any other agreement between the parties related to property in the PID. The

Developer shall perform, or cause to be performed, all of its obligations and shall conduct, or

cause to be conducted, all operations with respect to the construction of Public Improvements in

a good, workmanlike and commercially reasonable manner, with the standard of diligence and

care normally employed by duly qualified persons utilizing their commercially reasonable efforts

in the performance of comparable work and in accordance with generally accepted practices

appropriate to the activities undertaken. The Developer has sole responsibility of ensuring that all

Public Improvements are constructed in a good, workmanlike and commercially reasonable

manner, with the standard of diligence and care normally employed by duly qualified persons

utilizing their commercially reasonable efforts in the performance of comparable work and in

accordance with generally accepted practices appropriate to the activities undertaken. The

Developer shall employ at all times adequate staff or consultants with the requisite experience

necessary to administer and coordinate all work related to the design, engineering, acquisition,

construction and installation of all Public Improvements to be acquired and accepted by the

Town from the Developer. If any Public Improvements are or will be on land owned by the

Town, the Town hereby grants to the Developer a license to enter upon such land for purposes

related to construction (and maintenance pending acquisition and acceptance) of the Public

Improvements. Inspection and acceptance of Public Improvements will be in accordance with

applicable Town ordinances and regulations.

3.8 Security for Public Improvements. Prior to finalizing contracts for the construction of the

Public Improvements, the Developer shall cause to be provided to the Town a performance bond

in the amount required by the Town's subdivision regulations for applicable such Public

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Page 10 2110.013\68728.2

Improvements. Additionally, before to completion and conveyance to the Town of any Public

Improvements, the Developer shall cause to be provided to the Town a maintenance bond in the

amount required by the Town's subdivision regulations for applicable Public Improvements,

which maintenance bond shall be for a term of two years from the date of final acceptance of the

applicable Public Improvements. Any surety company through which a bond is written shall be a

surety company duly authorized to do business in the State of Texas, provided that legal counsel

for the Town has the right to reject any surety company regardless of such company’s

authorization to do business in Texas. Nothing in this Agreement shall be deemed to prohibit the

Developer or the Town from contesting in good faith the validity or amount of any mechanics or

materialman’s lien and/or judgment nor limit the remedies available to the Developer or the

Town with respect thereto so long as such delay in performance shall not subject the Public

Improvements to foreclosure, forfeiture, or sale. In the event that any such lien and/or judgment

with respect to the Public Improvements is contested, the Developer shall be required to post or

cause the delivery of a surety bond or letter of credit, whichever is preferred by the Town, in an

amount reasonably determined by the Town, not to exceed 120 percent of the disputed amount.

3.9 Ownership and Transfer of Public Improvements. The Developer shall furnish to the

Town a preliminary title report for land related to the Public Improvements to be acquired and

accepted by the Town from the Developer and not previously dedicated or otherwise conveyed to

the Town. The report shall be made available for Town review and approval at least fifteen (15)

business days prior to the scheduled transfer of title. The Town shall approve the preliminary

title report unless it reveals a matter which, in the reasonable judgment of the Town, would

materially affect the Town’s use and enjoyment of the Public Improvements. If the Town objects

to any preliminary title report, the Town shall not be obligated to accept title to the applicable

Public Improvements until the Developer has cured the objections to the reasonable satisfaction

of the Town.

SECTION 4. ADDITIONAL PROVISIONS

4.1 Term. The term of this Agreement shall begin on the Effective Date and shall continue

until the earlier to occur of the Maturity Date or the date on which the TIF Agreement Balance is

paid in full.

Item H.3.


Page 11 2110.013\68728.2

4.2 No Competitive Bidding. Construction of the Public Improvements shall not require

competitive bidding pursuant to Section 252.022(a) (9) of the Texas Local Government Code, as

amended. All plans and specifications, but not construction contracts, shall be reviewed and

approved, in writing, by the Town prior to Developer selecting the contractor. The Town shall

have the right to examine and approve the contractor selected by the Developer prior to

executing a construction contract with the contractor, which approval shall not be unreasonably

delayed or withheld.

4.3 Independent Contractor. In performing this Agreement, the Developer is an independent

contractor and not the agent or employee of the Town.

4.4 Audit. The Town Representative shall have the right, during normal business hours and

upon three business days’ prior written notice to the Developer, to review all books and records

of the Developer pertaining to costs and expenses incurred by the Developer with respect to any

of the Public Improvements. For a period of two years after completion of the Public

Improvements, the Developer shall maintain proper books of record and account for the

construction of the Public Improvements and all costs related thereto. Such accounting books

shall be maintained in accordance with customary real estate accounting principles.

4.5 Representations and Warranties. [TIRZ Boards Reps]

4.5.1 The Developer represents and warrants to the Town that: (1) the Developer has

the authority to enter into and perform its obligations under this Agreement; (2) the

Developer has the financial resources, or the ability to obtain sufficient financial

resources, to meet its obligations under this Agreement; (3) the person executing this

Agreement on behalf of the Developer has been duly authorized to do so; (4) this

Agreement is binding upon the Developer in accordance with its terms; and (5) the

execution of this Agreement and the performance by the Developer of its obligations

under this Agreement do not constitute a breach or event of default by the Developer

under any other agreement, instrument, or order to which the Developer is a party or by

which the Developer is bound.

4.5.2 The Town represents and warrants to the Developer that: (1) the Town has the

authority to enter into and perform its obligations under this Agreement; (2) the person

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Page 12 2110.013\68728.2

executing this Agreement on behalf of the Town has been duly authorized to do so; (3)

this Agreement is binding upon the Town in accordance with its terms; and (4) the

execution of this Agreement and the performance by the Town of its obligations under

this Agreement do not constitute a breach or event of default by the Town under any

other agreement, instrument, or order to which the Town is a party or by which the Town

is bound.

4.6 Default/Remedies.

4.6.1 If any Party fails to perform an obligation imposed on such Party by this

Agreement (a “Failure”) and such Failure is not cured after notice and the expiration of

the cure periods provided in this section, then such Failure shall constitute a “Default.” If

a Failure is monetary, the non-performing Party shall have 10 days within which to cure.

If the Failure is non-monetary, the non-performing Party shall have 30 days within which

to cure.

4.6.2 If the Developer is in Default, the Town shall have available all remedies at law

or in equity; provided no default by the Developer shall entitle the Town to terminate this

Agreement or to withhold payments to the Developer from the TIF Fund in accordance

with this Agreement.

4.6.3 Subject to the limitations contained in Section 3.7, if the Town is in Default, the

Developer shall have available all remedies at law or in equity; provided, however, no

Default by the Town shall entitle the Developer to terminate this Agreement.

4.6.4 The Town shall give notice of any alleged Failure by the Developer to each

Transferee identified in any notice from the Developer, and such Transferees shall have

the right, but not the obligation, to cure the alleged Failure within the same cure periods

that are provided to the Developer. The election by a Transferee to cure a Failure by the

Developer shall constitute a cure by the Developer but shall not obligate the Transferee to

be bound by this Agreement unless the Transferee agrees in writing to be bound.

4.7 Remedies Outside the Agreement. Nothing in this Agreement constitutes a waiver by the

Town of any remedy the Town may have outside this Agreement against the Developer, any

Transferee, or any other person or entity involved in the design, construction, or installation of

Item H.3.


Page 13 2110.013\68728.2

the Public Improvements. The obligations of the Developer hereunder shall be those of a party

hereto and not as an owner of property in the PID. Nothing herein shall be construed as affecting

the Town’s or the Developer’s rights or duties to perform their respective obligations under other

agreements, use regulations, or subdivision requirements relating to the development property in

the PID.

4.8 Transfers. The Developer has the right to convey, transfer, assign, mortgage, pledge, or

otherwise encumber, in whole or in part without the consent of (but with notice to) the Town, the

Developer’s right, title, or interest to payments under this Agreement (but not performance

obligations) including, but not limited to, any right, title, or interest of the Developer in and to

payments of the TIF Agreement Balance from the TIF Fund (any of the foregoing, a “Transfer,”

and the person or entity to whom the transfer is made, a "Transferee"); provided, however, that

no such conveyance, transfer, assignment, mortgage, pledge, or other encumbrance shall be

made without prior written consent of the Town if such conveyance, transfer, assignment,

mortgage, pledge, or other encumbrance would result in (1) the issuance of municipal securities,

and/or (2) the Town being viewed as an "obligated person" within the meaning of Rule 15c2-12

of the United States Securities and Exchange Commission, and/or (3) the Town being subjected

to additional reporting or recordkeeping duties. Notwithstanding the foregoing, no Transfer shall

be effective until notice of the Transfer is given to the Town. The Town may rely on notice of a

Transfer received from the Developer without obligation to investigate or confirm the validity of

the Transfer. The Developer waives all rights or claims against the Town for any funds paid to a

third party as a result of a Transfer for which the Town received notice.

4.9 Applicable Law; Venue. This Agreement is being executed and delivered and is intended

to be performed in the State of Texas. Except to the extent that the laws of the United States may

apply, the substantive laws of the State of Texas shall govern the interpretation and enforcement

of this Agreement. In the event of a dispute involving this Agreement, venue shall lie in any

court of competent jurisdiction in Denton County, Texas.

4.10 Notice. Any notice referenced in this Agreement must be in writing and shall be deemed

given at the addresses shown below: (1) when delivered by a nationally recognized delivery

service such as FedEx or UPS with evidence of delivery signed by any person at the delivery

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Page 14 2110.013\68728.2

address regardless of whether such person is the named addressee; or (2) 72 hours after deposited

with the United States Postal Service, Certified Mail, Return Receipt Requested.

To the Town: Attn: Matt Jones, Town Manager Town of Argyle 308 Denton Street Argyle, Texas 76226 E-mail:[email protected] TEL: (940) 464-7273 FAX: (940) 464-7274

With a copy to: Attn: Matthew Boyle

Boyle & Lowry LLP 4201 Wingren, Suite 108 Irving, Texas 75062 E-mail: [email protected] TEL: (972) 650-7104 FAX: (972) 650-7105

To the Developer: Attn: Bret Pedigo Terra Manna, LLC 101 Clariden Ranch Road Southlake, Texas 76092 E-mail:[email protected] TEL: (214) 577-1431

With a copy to: Attn: Misty Ventura Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 E-mail:[email protected] TEL: (214)328-1101

Any Party may change its address by delivering notice of the change in accordance with this

section.

4.11 Conflicts; Amendment. In the event of any conflict between this Agreement and any

other instrument, document, or agreement by which either Party is bound, the provisions and

intent of the Development Agreement controls. This Agreement may only be amended by written

agreement of the Parties.

4.12 Severability. If any provision of this Agreement is held invalid by any court, such

holding shall not affect the validity of the remaining provisions.

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4.13 Non-Waiver. The failure by a Party to insist upon the strict performance of any provision

of this Agreement by the other Party, or the failure by a Party to exercise its rights upon a

Default by the other Party, shall not constitute a waiver of such Party’s right to insist and demand

strict compliance by such other Party with the provisions of this Agreement.

4.14 Third Party Beneficiaries. Nothing in this Agreement is intended to or shall be construed

to confer upon any person or entity other than the Town, the Developer, and Transferees any

rights under or by reason of this Agreement. All provisions of this Agreement shall be for the

sole and exclusive benefit of the Town, the Developer, and Transferees.

4.15 Counterparts. This Agreement may be executed in multiple counterparts, which, when

taken together, shall be deemed one original.

4.16 Employment of Undocumented Workers. During the term of this Agreement, the

Developer agrees not to knowingly employ any undocumented workers and, if convicted of a

violation under 8 U.S.C. Section 1324a (f), the Developer shall repay to the City the funds

received by the Developer under this Agreement within 120 days after the date the Developer is

notified by the City of such violation, plus interest at the rate of six percent (6%) compounded

annually from the date of violation until paid. Pursuant to Section 2264.101(c), TEXAS

GOVERNMENT CODE, a business is not liable for a violation of Chapter 2264 by a subsidiary,

affiliate, or franchisee of the business, or by a person with whom the business contracts.

[Execution pages follow.]

Item H.3.


Town Signature Page to TIF Agreement – Waterbrook 2110.013\68728.2

TOWN OF ARGYLE, TEXAS

By: Paul Frederiksen, Town Manager

ATTEST:

By: ________________________________ Kristi Gilbert, Town Secretary

Item H.3.


Developer Signature Page to TIF Agreement – Waterbrook 2110.013\68728.2

CORPORATE ACKNOWLEDGMENT:

STATE OF TEXAS §

§

COUNTY OF __________________ §

Before me, the undersigned, on this day personally appeared Bret L. Pedigo, Executive Vice President of Terra Manna, LLC, proved to me through the presentation of a valid Texas Drivers License to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purposes and consideration therein expressed. Mr. Pedigo furthermore attested that he is signing this TIF Agreement in his capacity as Executive Vice President of Terra Manna, LLC, and that such capacity makes his signature valid to bind the company, Terra Manna, LLC.

__________________________________________ Notary Public in and for the State of Texas

[SEAL]

TERRA MANNA, LLC, a Texas limited liability company

By:____________________________________

Name: Bret L. Pedigo

Title: Executive Vice President

Item H.3.


2110.013\68728.2

Exhibit A

CERTIFICATE FOR PAYMENT FORM

The undersigned is an agent for Terra Manna, LLC (the "Developer") and requests payment from the TIF Fund from the Town of Argyle, Texas (the "Town") in the amount of __________________ for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Public Improvements providing a special benefit to property within the Waterbrook of Argyle Public Improvement District. Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the TIF Agreement, effective November 28, 2017, between the Developer, the TIRZ Board and the Town (the "TIF Agreement").

In connection with the above referenced payment, the Developer represents and warrants to the Town as follows:

1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters set forth herein.

2. The payment requested for the below referenced Public Improvements has not been the subject of any prior payment request submitted for the same work to the Town or, if previously requested, no disbursement was made with respect thereto.

3. The amount listed for the Public Improvements and Grants below is a true and accurate representation of the Project Costs associated with the creation, acquisition, or construction of said Public Improvements and such costs (i) are in compliance with the TIF Agreement, and (ii) are consistent with the Service and Assessment Plan.

4. The Developer is in compliance with the terms and provisions of the TIF Agreement, the Project and Financing Plan, and the Development Agreement.

5. The Developer has timely paid all ad valorem taxes and annual installments of Assessments it owes or an entity under common control with the Developer owes, located in the Waterbrook of Argyle Public Improvement District and has no outstanding delinquencies for such assessments.

6. All conditions set forth in the TIF Agreement for the payment hereby requested have been satisfied.

7. The work with respect to the Public Improvements referenced below (or its completed segment) has been completed, and the Town has inspected such Public Improvements (or its completed segment).

Item H.3.


2110.013\68728.2

8. The Developer agrees to cooperate with the Town in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the Town to complete said review.

9. No more than ninety-five percent (95%) of the budgeted or contracted hard costs for the Public Improvements identified may be paid until the work with respect to such Public Improvements (or segment thereof) has been completed and the Town has accepted such Public Improvements (or segment thereof). One hundred percent (100%) of soft costs (e.g., engineering costs, inspection fees and the like) may be paid prior to Town acceptance of such Public Improvements (or segment thereof).

Payments requested are as follows:

a. X amount to Person or Account Y for Z goods or services.

b. Etc.

Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for Town construction projects and any lender consents or approvals that the Developer may be required to obtain under any loan documents relating to the Waterbrook development.

Pursuant to the TIF Agreement, after receiving this payment request, the Town has inspected the Public Improvements(or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations.

Item H.3.


2110.013\68728.2

I hereby declare that the above representations and warranties are true and correct.

TERRA MANNA, LLC, a Texas limited liability company

By:____________________________________

Name: Bret L. Pedigo

Title: Executive Vice President

Item H.3.


2110.013\68728.2

APPROVAL OF REQUEST BY CITY

The Town is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, acknowledges that the Public Improvements (or its completed segment) covered by the certificate have been inspected by the Town, and otherwise finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the Town approves the Certificate for Payment and directs payments to be made from the TIF Fund to the Developer or to any person designated by the Developer.


By: Name: Title: Date:

Item H.3.


Town Council Meeting December 12, 2017

TOWN COUNCIL STAFF REPORT

Meeting Date: December 12, 2017 To: Mayor and Members of the Town Council From: David Hawkins, Director of Community Development Subject: Specific Use Permit for Solar Energy System – 220 Boonesville Bend Purpose: Public hearing notices were published in the newspaper and sent out to property owners within 200’ and 1,000’ of the subject property so this item is required to be listed on the P & Z meeting agenda. The applicant for this SUP application (SUP‐17‐006) has formally withdrawn and closed the application. No action is needed by the Town Council.

Item I.1.


Town Council Meeting December 12, 2017

TOWN COUNCIL STAFF REPORT

Meeting Date: December 12, 2017 To: Mayor and Members of the Town Council From: David Hawkins, Director of Community Development Subject: Specific Use Permit for Wedding Event Venue – 516 Skyridge Drive Purpose: Public hearing notices were published in the newspaper and sent out to property owners within 200’ and 1,000’ of the subject property so this item is required to be listed on the Town Council meeting agenda. The applicant for this SUP application (SUP‐17‐007) has formally withdrawn and closed the application. No action is needed by the Town Council.

Item I. 2.



Agenda Item: Discussion and take appropriate action regarding an Economic Development Chapter 380 Incentive Request from Game Guard Outdoors.


Requested by: Matt Jones, Town Manager Trent Petty, Petty & Associates, Town ED Consultant

Background: On March 28, 2017, the Town Council approved a Planned Development zoning change and Site Plan for the Game Guard for a proposed 37,268 SF office and warehouse facility on approximately 2.32 acres. The approved PD reflects multiple phases of development with the Game Guard facility constituting Phase I which is currently under construction. Phase 2 would include future developments that include retail, office, professional service, hotels and other similar uses.

Below is a summary of estimated annual property and sales tax revenue to the Town based on projected sales and property valuation by Game Guard.

ANNUAL IMPACT 2018 2019 2020

Projected Internet Sales $ 1,469,484 $ 2,961,256 $ 5,952,124

Argyle 4B (1/2 cent) $ 7,347 $ 14,806 $ 29,761

Argyle Roads & Public Safety (1/2 cent) $ 7,347 $ 14,806 $ 29,761

Argyle Town 1% $ 14,695 $ 29,613 $ 59,521

Argyle Total Sales Tax Benefit $ 29,390 $ 59,225 $ 119,042

Annual Rebate to Game Guard (1/4 cent from 4B) $ 3,674 $ 7,403 $ 14,881

Argyle Real and Improvement Property Tax GG $ 17,490 $ 18,015 $ 18,555

Argyle Business Personal Property Tax GG $ 994 $ 1,024 $ 1,054

Total Town Revenue from Game Guard $ 47,873 $ 78,263 $ 138,652

Less Annual Rebate from 4B (Does not effect GF) $ 44,199 $ 70,860 $ 123,771

Item I.3.


The agreement is written as a “performance based” incentive package meaning Game Guard will be required to do the following to receive the annual rebate:

Complete construction and operate a facility with a minimum annual appraised value of three million seven hundred and fifty thousand dollars ($3,750,000) as determined by the Denton Central Appraisal District;

Maintain a minimum annual sales taxable sales originating from the Facility of two million dollars ($2,000,000); and

Maintain a minimum of one million dollars ($1,000,000) in annual inventory value on‐site as determined by the Denton Central Appraisal District.

Financial Impact: The proposed 380 agreement would trigger an annual rebate of one quarter cent (1/4 cent) from the one half cent (1/2 cent) Economic Development Sales Tax collected by the Town of Argyle’s 4B Economic Development Corporation in an amount not to exceed one million dollars ($1,000,000) collected over a period not to exceed fifteen years (15) and terminating upon whichever comes first, beginning on the first anniversary from the certificate of occupancy issue date. The agreement also includes the Argyle EDC to reimburse the town’s general fund for the permitting fees that will be required for the construction of the facility. The reimbursement would count towards the overall not to exceed amount of one million dollars ($1,000,000). Staff Recommendation: This ED Incentives request is specific only to Game Guard’s Phase I facility building and not applicable to any future subsequent structures or building on this property. Staff forwards this request to Council for consideration. EDC Board Recommendation: The Argyle EDC considered this request at their November 9, 2017 regularly scheduled meeting. A motion was made to recommend approval of the request to town council as presented. The motion passed by a vote of six (6) in favor to none (0) opposed. Requested Action: Authorize the Town Manager to execute a Chapter 380 agreement with Game Guard. Attachments: Draft Economic Development Chapter 380 Agreement Projected Internet Sales by Game Guard

Item I.3.


ECONOMIC DEVELOPMENT AGREEMENT

DRAFT 11/1/17

THIS ECONOMIC DEVELOPMENT AGREEMENT (“Agreement”) is entered

into by and among the Town of Argyle, Texas, a Type A General Law municipality duly

acting by and through its Town Manager, (hereinafter called “Town”), and Dynamic

Color Image dba. Game Guard Outdoors, (hereinafter called “Owner”, (collectively,

“Parties”).

W I T N E S S E T H:

WHEREAS, pursuant to Chapter 380 of the Texas Local Government Code (hereinafter

referred to as "Statute"), the Town adopted an Economic Incentive Policy for making economic

development incentives and grants on April 9th, 2009 (hereinafter referred to as "the Policy

Statement"); and

WHEREAS, the Policy Statement constitutes appropriate guidelines and criteria

governing economic development agreements to be entered into by the Town as contemplated by

the Statute; and

WHEREAS, in order to maintain and/or enhance the commercial, economic, and

employment base of the Town to the long-term interest and benefit of the Town, in accordance

with said Statute, the Town desires to enter into this Agreement; and

WHEREAS, on the ------ day of ---------, 2017, the Town Council of the Town of Argyle,

Texas, authorized this Agreement pursuant to the Statute; and

WHEREAS, Game Guard Outdoors, Inc. is a locally owned and operated outdoor apparel

company which has been doing business in leased space since its inception; and

WHEREAS, Game Guard now desires to move from its current leased space to a new

owner operated building in Argyle in order to accommodate the growth of the company; and

WHEREAS, The Town of Argyle welcomes Game Guard Outdoors to Argyle for the

purpose of expanding its business and furthering economic growth and development of the Town

in a manner consistent with the Town of Argyle Zoning Ordinance and in compliance with all

Town development standards; and

WHEREAS, Game Guard desires to build an approximately thirty seven thousand square

feet (37,000) building on property owned by Game Guard located on the southeast corner of Old

Justin Rd and I 35W and further described on Attachment “A” attached hereto (the “Property”);

and

WHEREAS, the Town desires to provide, pursuant to the Statute, a relocation incentive

to Game Guard to keep and expand their business in Argyle; and

Item I.3.


WHEREAS, the Town finds that the adoption of this Agreement to provide Incentives to

Game Guard will promote local economic development and stimulate business and commercial

activity within the municipality and would directly establish a public purpose; and

WHEREAS, the Town has determined that this Agreement contains sufficient controls to

ensure that the above-mentioned public purposes are carried out in all transactions involving the

use of public funds and resources in the establishment and administration of the Agreement; and

NOW, THEREFORE, in consideration of the foregoing, and on the terms and conditions

hereinafter set forth, the Parties do mutually agree as follows:

ARTICLE I

TERM

This Agreement shall be effective on the date that this Agreement is executed by the Parties

(“Effective Date”) and shall continue for fifteen (15) years from the date on which the first Annual

Grant payment is made to Game Guard by the Town under Section 4.1 of this Agreement, unless

sooner terminated as provided herein (“Term”).

ARTICLE II

DEFINITIONS

Wherever used in this Agreement, the following terms shall have the meanings ascribed to them:

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

“Annual Rebate” shall mean an annual rebate of one quarter cent (1/4 cent) from the one

half cent (½ cent) Economic Development Sales Tax collected by the Town of Argyle’s

4B Economic Development Corporation in an amount not to exceed one million dollars

($1,000,000) collected over a period not to exceed fifteen years (15) and terminating upon

whichever comes first, beginning on the first anniversary from the certificate of occupancy

issue date.

“Completion Deadline” shall mean December 31, 2018

“Completion Date” shall mean the date the Town notifies Game Guard that the “Minimum

Eligibility Requirements” have been completed to the satisfaction of the Town.

“Effective Date” shall mean the date established in Article I of this Agreement.

“Facility” shall mean a new building constructed and operated by owner consisting of

approximately thirty seven thousand square feet (37,000) located at the southeast corner of

Old Justin Rd and I 35W in the Town of Argyle further described on Attachment “A”.

Item I.3.


“Force Majeure” shall mean any contingency or cause beyond the reasonable control of

Owner, including without limitation, acts of God or the public enemy, war, riot, terrorism,

civil commotion, insurrection, governmental or de facto governmental action including,

but not limited to, government actions pertaining to the determination of flood zones or

FEMA actions (unless caused by acts or omissions of Owner), fire, explosion or flood, and

strikes.

“Grant” shall mean an economic development grant as defined in Section 4.1 of this

Agreement.

“Incentives” shall mean the “Annual Rebate”.

“Minimum Threshold Eligibility Requirements” shall mean (i) the construction and

operation of a Facility with an minimum annual appraised value of three million seven

hundred and fifty thousand dollars ($3,750,000) as determined by the Denton County

Appraisal District and (ii) maintaining a minimum annual sales taxable sales originating

from the Facility of two million dollars ($2,000,000) and (iii) maintaining a minimum of

one million dollars ($1,000,000) in annual inventory value on-site as determined by the

Denton County Appraisal District.

“Term” means the term established in Article I of this Agreement.

ARTICLE III

GENERAL PROVISIONS

3.1 Minimum Threshold Eligibility Requirements: As soon as practical after the

Effective Date of this Agreement, but not later than the Completion Deadline, Game Guard shall

complete the Minimum Threshold Eligibility Requirements and shall notify the Town in writing

upon completion of the Minimum Threshold Eligibility Requirements. Following receipt of such

written notice, the Town shall promptly verify whether the Minimum Threshold Eligibility

Requirements have been met. Upon such verification, the Town shall provide Game Guard with

written confirmation that the Minimum Threshold Eligibility Requirements were met (the date of

such written confirmation being the Completion Date). Following the Completion Date and at all

times thereafter during the Term of this Agreement, Game Guard shall use the Facility for the

purpose of operating the business concerns of Game Guard.

3.2 Annual Report: Game Guard will provide the Town an Annual Report verifying

compliance with the Minimum Eligibility Requirements no later than the last regular business day

in January of each year of the Term. Receipt of the Annual Report and verification by the Town

of Game Guard’s compliance with the “Minimum Threshold Eligibility Requirements” is required

prior to the Town paying the Incentives.

3.3 Substantial Completion: Game Guard shall substantially complete the Facility

Improvements and Furniture and Fixture Improvements before January 1, 2020. In the event of

Item I.3.


“Force Majeure” or, if in the reasonable opinion of the Town, Game Guard has made substantial

progress toward substantial completion by the above date, additional time may be granted at the

Town’s discretion.

ARTICLE IV

ECONOMIC DEVELOPMENT INCENTIVES

4.1. Annual Rebate: Subject to the Parties’ continued satisfaction of the terms and

conditions of this Agreement, the Town shall grant the following Annual Rebate:

a. During each year of the Term, beginning the first full year after the issuance of

a certificate of occupancy for the Facility and continuing through year fifteen (15), the

Town shall grant the Annual Rebate to Game Guard.

b. The Annual Rebate is terminated upon expiration of the Term or when the

combined Annual Rebates total one million dollars ($1,000,000) whichever comes first.

c. The Town will disburse the Annual Rebate annually on a date to be selected by

the Town, upon Town verification of Game Guard’s compliance with the Minimum

Eligibility Requirements. The selected date shall be within thirty (30) days of the

anniversary of the date of the issuance of the certificate of occupancy for the Facility.

4.2. Permit Fees: The Town will waive one hundred percent (100%) of the Building

Permit Fee, the Roadway Impact Fee and the Septic Fee owed to the Town by Game Guard. The

Argyle 4B Economic Development Corporation shall reimburse the Town for 100% of all fees

owed by Game Guard and waived by the Town in a one-time cash payment by the EDC to the

Town upon receipt of invoice by the Town.

ARTICLE V

AGREEMENT CONDITIONS

5.1 Minimum Use Condition. During the Term of this Agreement following the

issuance of a certificate of occupancy to Game Guard for the Facility, Game Guard agrees to

occupy the Facility and operate an outdoor apparel distribution business which shall not sell to the

general public from the Facility during the Term of this Agreement.

5.2 Minimum Sales Sourced from Facility. During each year of the Term of this

Agreement, following the issuance of a certificate of occupancy to Game Guard for the Facility,

the total amount of sales sourced from the Facility according to the Texas Comptroller which are

subject to the Town’s sales tax shall be at two million dollars ($2,000,000).

5.3 Certification. Game Guard and Owner must certify annually to the governing body

of the Town as to its attainment of the stated goals described in Article V of this Agreement by

submitting an Annual Report and any supporting documentation if requested by the Town, no later

than May 30th of each year after the issuance of the certificate of occupancy and continuing until

Item I.3.


the expiration of the Term, to the Town Manager.

ARTICLE VI

TERMINATION

This Agreement may be terminated upon any one of the following:

1. By written agreement of the parties;

2. Expiration of the Term;

3. When the total combined Annual Rebate reaches one million ($1,000,000)

4. By any of the parties in the event the other party breaches any of the terms or

conditions of this Agreement and such breach is not cured within sixty (60) days

after written notice thereof;

5. By Town, if Game Guard suffers an Event of Bankruptcy; and

6. By Town, if any taxes, assessments or payments owed to the Town or the State of

Texas by Game Guard or Owner shall become delinquent and not cured within sixty

(60) days after written notice thereof (provided, however, that Game Guard and

Owner retain the right to timely and properly protest and contest any such taxes or

assessments).

In the event the Agreement is terminated by the Town pursuant to this Article (3), (4), (5), or (6),

Game Guard shall be ineligible for further rebates, grants, waivers, or assistance pursuant to this

Agreement and shall be required to refund all funds granted by the Town under this Agreement up

to the date of termination.

ARTICLE VII

MISCELLANEOUS

7.1 The terms and conditions of this Agreement are binding upon the successors and

assigns of all parties hereto. This Agreement cannot be assigned by Game Guard unless written

permission is first granted by the Town, which consent shall not be unreasonably withheld, so long

as Game Guard’s assignee agrees to be bound by all terms and conditions of this Agreement. It is

understood and agreed between the parties that Game Guard in performing their obligations

thereunder, are acting independently, and the Town assumes no responsibility or liabilities in

connection therewith to third parties; it is further understood and agreed between the parties that

the Town, in performing its obligations hereunder, is acting independently, and Game Guard

assume no responsibilities in connection therewith to third parties.

7.2 Game Guard and Owner further agree that the Town, its agents and employees,

shall have reasonable rights of access to the Property, Facility, and the property upon which the

Facility is located for inspection purposes in order to ensure that the construction of and/or

improvements to the Facility and use, and maintenance of the Property are in accordance with all

applicable agreements with the Town, including this Agreement, and all applicable state and local

laws and regulations, as well as the continuing right, subject to Game Guard’s and Owner’s

reasonable security requirements, to inspect the Facility and Property to ensure that the Facility

and Property are thereafter maintained, operated, and occupied in accordance with all applicable

Item I.3.


agreements with the Town, provided that with respect to matters concerning this Agreement (i)

the Town must give Game Guard and Owner reasonable prior telephone or written notice of any

such inspection, and (ii) a representative of Game Guard and Owner shall have the right to

accompany the agent or employee of the Town who is conducting such inspection. The Town

represents and warrants that the Facility and Property do not and will not include any property that

is owned by a member of the Town Council having responsibility for the approval of this

Agreement.

7.3 Notices required to be given to any party to this Agreement shall be given

personally or by certified mail, return receipt requested, postage prepaid, addressed to the party at

its address as set forth below, and, if given by mail, shall be deemed delivered three (3) days after

the date deposited in the United States’ mail:

For Town by notice to:

Town of Argyle, Texas

P.O. Box 609

Argyle, TX 76226

Attn: Town Manager

For Owner by notice to:

Game Guard Outdoors

8141 Gateway Dr. Suite 270,

Argyle, TX 76226

Attn: Craig and Staci Smith, Owners

Any party may change the address to which notices are to be sent by giving the other parties written

notice in the manner provided in this paragraph.

7.4 No claim or right arising out of a breach of this Agreement can be discharged in

whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation

is supported by consideration and is in writing signed by the aggrieved.

7.5 This Agreement may be modified or rescinded only by a writing signed by all of

the parties or their duly authorized agents.

7.6 Venue for any litigation arising from this Agreement shall lie in Denton County,

Texas.

Item I.3.


7.7 GAME GUARD AGREES TO DEFEND, INDEMNIFY AND HOLD TOWN,

ITS OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL

CLAIMS, LAWSUITS, JUDGMENTS, COSTS AND EXPENSES FOR PERSONAL

INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM FOR

WHICH RECOVERY OF DAMAGES IS SOUGHT, SUFFERED BY ANY PERSON OR

PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY GAME GUARD’S

OR OWNER’S BREACH OF THIS AGREEMENT OR BY ANY NEGLIGENT OR

STRICTLY LIABLE ACT OR OMISSION OF OWNER, ITS OFFICERS, AGENTS,

EMPLOYEES OR SUBCONTRACTORS, OR GAME GUARD, ITS OFFICERS,

AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THIS

AGREEMENT. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE

BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT

ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR

ENTITY. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS

AGREEMENT.

7.8 This Agreement may be executed in multiple counterparts, each of which shall

constitute an original, but all of which in the aggregate shall constitute one agreement.

7.9 If any provision contained in this Agreement is held to be invalid, illegal, or

unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any

other provision hereof. In lieu of each invalid, illegal or unenforceable provision, there shall be

added a new provision by agreement of the parties as similar in terms to such invalid, illegal or

unenforceable provision as may be possible and yet be valid, legal and enforceable.

7.10 Whenever the context requires, all words herein shall be deemed to include the

male, female, and neuter gender, singular words shall include the plural, and vice versa.

7.11 This Agreement was authorized by action of the Town Council, authorizing the

Town Manager to execute the Agreement on behalf of the Town.

Item I.3.



Matt Jones, Town Manager

ATTEST:

Kristi Gilbert, Town Secretary

APPROVED TO FORM:

Matthew G. Boyle, City Attorney

Item I.3.


Attachment “A”

Property PRAIRIE OAKS ADDN BLK A LOT 2

Item I.3.


GameGuard Internet Sales Projection

Actual Sales Projected Sales

Sales 2015 Sales 2016 % increase Projected 2017 % increase 2018 2019 2020 2021382,274.00$ 729,212.00$ 90% 1,469,484.00$ 101% 2,961,256.00$ 5,952,124.00$ 11,963,768.00$ 24,047,173.00$

0.0625 0.0625 0.0625 0.0625Projected Sales Tax Revenue 185,078.50$ 372,007.75$ 747,735.50$ 1,502,948.31$

7,645.48$ 14,584.24$ 29,389.68$ 59,225.12$ 119,042.48$ 239,275.36$ 480,943.46$

Item I.3.


Documents

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