NL Cypress-CS081107b �"i` •t
7
Cypress Waters
Preliminary Design and Land Use Guidelines
11 -17 -08
A. AGREEMENTS AND RESTRICTIONS AFFECTING THE LAND
1. Settlement Agreement between Billingsley Development Corporation, City of Coppell and
Coppell Independent School District — October 2, 2008
a. Utility Commitment — If Coppell delivers utilities to property the following
,fir restrictions will be placed on development:
i) Unit Cap:
(a) 10,000 maximum dwelling units
., (b) MF Dwelling Units shall be:
(a) A minimum of 75% one bedroom
(b) A maximum of 10% of the one bedroom units may
be larger than 1050 SF
(c) All one bedroom units less than 1050 SF are
restricted to a maximum of 1 % bathrooms.
ii) Irving Buffer:
(a) Buffer zone identified on east side of property which would be
restricted to TH -3 or equivalent zoning.
b. CISD School Sites
i) Two tracts, 70 and 12 acres, have been sold to CISD to date.
ii) CISD has option to purchase two additional tracts, 20 acre Northwest tract
and 20 acre Southeast tract.
iiii) School site development requirements are described below.
2. Lease Agreement between Chief and Luminant identifying development requirements for
Tv n �Q %Luminant / Chief drill sites.
B. LAND USE - BY OWNERSHIP
1. LUMINANT :ENERGY
a. POWER PLANT
i) 10 year lease with potential to shut down in approximately 3 years
ii) Upon Plant Closing
(a) Luminant Energy will remediate Plant Site.
o' -fc') (b) City of Coppell will initiate lowering of spillway, to
" approximately 490 contour elevation, which will allow Lake to be
reconfigured to 360 acres.
b. DRILL SITES
i) Drilling contemplated to start at Pad A and progress counterclockwise
around site.
ii) Pad Site A (West — Adjacent to Radio Tower) — 5 Ac.
iii) Pad Site B — Compressor and Drill Site (North) — 15.9 Ac.
iv) Pad Site C (Northeast) — 3.2 Ac.
v) Pad Site D (East) — 2.7 Ac.
vi) Pad Site F (Southeast) — 4.0 Ac.
vii) Pad Site G (South) — 6.8 Ac.
viii) Pad Site H (Southwest — Peninsula site) — 5.0 Ac.
2. CITY OF CO�PPELL
a. North Tract — Possibly use is for a water treatment facility
b. North Sliver Tract
c. East Tracts — IA, 1B, 1C
d. Lake Tract
() 359.6438 Acres (Gross- Kimley Horn Survey)
ii) City has agreed not to require any fences or barriers, unless required by
federal or state law (per settlement agreement).
3. COPPELL INDEPENDENT SCHOOL DISTRICT
a. 12 Acre School Site (Southeast Tract)
i) Potential Elementary School
Cypress Waters
Preliminary Design and Land Use Guidelines
11 -17 -08
ii) Boundary Defined — Reference Exhibits
iii;) Site shall be bound on north or west side by a two lane collector street
b. 70 Acre School Site (South Tract)
i) Potential High School
ii) Boundary Defined — Reference Exhibits
c. 20 Acre School Site - Northwest Tract
i) Potential Administration Building
ii) Boundary Defined — Reference Exhibits
d. 20 Acre Site - Southeast (Floating) Tract
i) Preliminary Boundary Defined and subject to change — Reference Exhibits
for preliminary boundary description
ii) Site shall be compatible with Developer's Master planning of streets and
roads for the Project.
iii) Site shall be located with the following criteria:
(a) Located fully within boundaries of CISD
(b) One side of property shall be located on a two lane paved road
(c) Shape shall be limited to four or five sides, configured in a
generally square shape with approximately 934 feet per side but no less
than 700 feet per side.
(d) Site suitable and buildable for school facility construction
based upon neighborhood school designs of CISD
(e) No encumbrances or easements such as utility power lines that
would interfere with CISD educational facilities
e. Potential Development Schedule
i) 3500 Units — I" Elementary School
ii) 5500 Units —Middle School, Admin Facility or Alternate School
iii) 6500 Units — High School
N) 7000 Units — 2nd Elementary School
4. BILLINGSLEY COMPANY
a. Initial Purchase — PD 741 — 342.58 Ac. (Gross)
b. Second Purchase — 213.81 Ac (Gross)
C. Third. Purchase:
V) West Tract — 48.4397 AC (Net of School and Drill Sites)
(a) Radio Tower — Lease Potential to 2019
ii) Lake Tract (Below 509 elevation)
(a) West — 127.323 Ac (Gross - Kimley Horn Survey)
(b) South — 283.371 Ac (Gross - Kimley Horn Survey)
d. Contemplated Uses
i) Mixed Use and TND Development Strategies
ii) Town Center
iii) Commercial — Approximately 350 Acres
iv) Retail -
v) Residential — Approximately 10,000 to 20,000 units
(a) Multi- Family
(b) Single Family Town Homes
(c) Single Family Detached
e. Existing Billingsley Developments — See Attachments
i) International Business Park — Office
(a) 2 -3 Story Office
(b) 100,000 SF per 6 -7 acres
(c) Surfaced Parked — 4 -5 spaces per 1000 sf
ii) Austin Ranch —Mixed Use (Retail, Townhomes and Mult - Family)
(a) Net Density — 30 units / acre (24 units / acre gross)
iii) Austin Waters —Traditional Neighborhood Development (Townhome and
Single Family)
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Cypress Waters
Preliminary Design and Land Use Guidelines
11 -17 -08
(a) Townhomes
(a) 2 -3 Stories
(b) Lots - 30'x100'
(b) Single Family Detached
(a) 2 Stories
(b) Lots — 55 -65' x 115'
5.
Adjacent Uses
a. Billingsley - Cypress Waters Retail Development — 83 Acres South of Hackberry
and Ranch Trail
i) Jurisdiction: City of Irving
ii) Zoning— SP -1 w/ C -C Uses
iii) Current Restaurant and Retailers:
(a) The Dump — 180k sf Furniture Store
(b) Conn's — 30k sf Appliance and Electronic Store
(C) Sleep Experts — 5k sf Mattress Store
(d) Amegy Bank — Bank
(e) Jack in the Box — Restaurant w/ drive thru.
(f) Taco Cabana — Restaurant w/ drive thru.
b. Duke Development — Approximately 185 acres at NW corner of IH 635 & Beltline
i) Jurisdiction: City of Coppell
ii) Zoning — Planned Development
iii) Contemplated Uses
(a) Approximately 100 acres of Industrial
(b) Approximately 50 acres of Office
(C) Approximately 35 acres of retail, restaurant and hotel
C. Leslie Tract — Approximately 27.5 acres at NE corner of Beltline and Hackberry
Road
i) Jurisdiction: City of Coppell
ii) Zoning — Unknown
iii) Contemplated Uses: Retail, Restaurant and Hotel
C. ENGINEERING
1.
TRANSPORTATION
a. Preliminary Road Layout — Reference Kimley Horn Documentation
b. Primary Intersections (Counterclockwise — NW to SE):
i) Wrangler Drive and Beltline
ii) Lakeshore & Beltline
D¢r
iii) Dividend Drive & Beltline
iv) Hackberry and Beltline
v) Cypress Waters and Hackberry
f
vi) Hackberry and Ranch Trail
vii) Olympus and Ranch Trail
C. City of Coppell Thoroughfare Plan (Reference attachment)
d. City of Irving Thoroughfare Plan (Reference attachment)
e. Dart Rail Expansion Map (Reference attachment)
2.
CONCEPTUAL MASS GRADING — Reference Kimley Horn Documentation
3.
UTILITY PLAN — Reference Kimley Hom Documentation
D. SUSTAINABLE MASTERPLANNING PRACTICES - Reference Kimley Horn Documentation
E. ATTACHMENTS
1.
CISD SURVEYS
2.
LUMINANT /CHIEF DRILL SITE SURVEYS
3.
KIMLEY HORN LAKE AREA SURVEYS
4.
PD 741 (with 'TH -3 & MU -3 City of Dallas Zoning Regulations)
5.
BILLINGSLEY "FICTITIOUS" PLAN
6.
BILLINGSLE,Y PRELIMINARY LAND USE PLAN
7.
BILLINGSLE,Y DENSITY/PHASING SCHEDULES (10,000 & 16,800 Units)
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Cypress Waters
Preliminary Design and Land Use Guidelines
11 -17 -08
8. BILLINGSLEY DEVELOPMENT (Office, Single Family and Multifamily)
9. CYPRESS WATERS RETAIL (Irving)
10. LESLIE TRACT — PROPOSED DEVELOPMENT
11. DUKE DEVELOPMENT — PROPOSED DEVELOPMENT
12. CITY OF COPPELL THOROUGHFARE PLAN
13. CITY OF IRVING THOROUGHFARE PLAN
14. DART RAIL EXPANSION MAP
15. KIMLEY HORN DOCUMENTS (Separate Cover)
a. Constraint Map
b. Conceptual Utility Map
c. Conceptual Mass Grading
d. Roadway Map and Cross - Sections
e. Integrated Storm Water Management (ISWM) Summary
f. LEED Options
g. Form -Based Zoning Summary Sheet
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EXHIBIT "E"
RESTORATION SPECIFICATIONS
Items to remain: (see attached drawing for location)
1. Maintenance Building (A warehouse) - leave shelving if possible
2. Water Treatment Building - leave associated equipment if possible
s�
3. Turbine storage shed -1=
" f
4. Water Tower and associated communications shed
5. Administration building - leave furniture if pos ible
6. Smaller maintenance building (B warehouse) - leave pipe racks if possible, and keep�� -
divider fence if possible
7. Intake structures (2) and associated pumps
8. Roads, street lamps, guard shack, communications house, and parking structures
9. Rail line
10. Piping, tunnels, and valves for pumping and transporting water from the Lake to the plant
Note: All buildings above that will remain will be cleared out of personal and Luminant
possessions. If possible, the requested leave behind items will remain.
Items to be removed:
1. Except as noted above, all other vertical structures are to be demolished to grade level.
2. Remove all trash, rubble, and debris resulting from demolition
3. Remove septic, storage, and other subsurface tanks, if any
4. Pilings, footings and foundations will remain at grade level
5. Grade exposed soil to +0.2'
[Note: Utility companies are responsible for flagging their lines]
70422550.1
L (11/6/2008) Scarlett Hovland - RE: Selenium Page
From: "Charles C. Jordan" < cjordan @ccsb.com>
To: Jim Witt <JWITT @ci.coppell.tx.us>
CC: Clay Phillips <CPHILLIP @ci.coppell.tx.us >, Ken Griffin <KGRIFFIN @ci.copp...
Date: 11/6/2008 3:29 PM
Subject: RE: Selenium
Jim:
I understand. Shall I communicate this information to Luminant, which is hiring Alpha to take the next step
on the plant site for data establiishing the groundwater as Class 3? While we think that step is
understandable for Luminant at this time, we don't think it will directly address the city's concern - how the
plant site conditions may impact the lake as a suitable raw water source in the future. (I of course, don't
know if it will or won't.) We are getting pressure from Luminat to reply to their draft and there are a couple
of different ways to respond. We could try to obligate Luminant generally to fix any impediment at the site
which adversely impacts permitting of the lake as a drinking water source, or we could take a more
rifle -shot approach, for identified contaminants. If your guys think that you need to evaluate the existing
conditions instead of a more broad brush approach - obligating Luminant to fix whatever conditions
impede permitting of the lake as a drinking water source - then we'll tell Luminant. We thought, however,
that it might be more protective! of the city's interests to obligate Luminant to a broader remedy, rather than
pick- and - choose contaminants for specific identification and remediation in the future. I think Brett is
generally inclined to agree that the future eligibility of the property for a water treatment plant is a lynch pin
of the deal.
Charles C. Jordan
Partner
D 214.855.3021 / C 214.632.1199 / F 214.758.3721
cjordan @ ccsb.com / www.ccsb.com
Carrington, Coleman, Sloman & Blumenthal, L.L.P.
901 Main St / Suite 5500 / Dallas, TX 75202
- - - -- Original Message---- -
From: Jim Witt [ mailto:JWITT(l_ci.coppell.tx.us]
Sent: Thursday, November 06, 2008 1:21 PM
To: Charles C. Jordan; Robert Hager; drifter @tosase.com
Cc: Clay Phillips; Ken Griffin
Subject: Selenium
Just read the email and the quick analysis. This issue is a concern and the City will need time to consult
with our Env consultants and possibly DWU as it relates to future use of the lake. I do not see how we
can have anything wrapped up on this earlier then next Thursday and that is a stretch.
This electronic message is confidential and is intended only for
the use of the individual to whom it is addressed. The information
may also be legally privileged. This transmission is sent in trust,
for the sole purpose of delivery to the intended recipient. If you
have received this transmission in error, you are hereby notified
that any use, dissemination, distribution or reproduction of this
transmission is strictly prohibited. If you are not the intended
recipient, please immediately notify me by electronic message or
telephone at 214 - 855 -3000, and delete the message from your system.
Carrington, Coleman, Sloman & Blumenthal, L.L.P.
www.carringtoncoleman.com
`7
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Fulbright & Jaworski I.I.p.
A Registered Limited Liability Partnership
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201 -2784
www.fulbright.com
blarson @fulbright.com
direct dial: (214) 855 -7481
VIA E -MAIL
To: Sally Longroy, Esq.
cc: Mr. Jay Reinke
From: Bryan Larson, Esq.
Re: Northlake
Date: November 5, 2008
telephone: (214) 855 -8000
facsimile: (214) 855 -8200
Below are additional comments to the Facilities and Operations Lease following our
�- �onvprsa ons last week:
S 1. Section 1.7 — Tenant's Usage Rights after Lease Termination. Per the email
�rq earlier today, I understand that Luminant and Chief have determined that 450 acre feet per
wn + annum is required. We can amend the PSA to modify this section, or I am laving the
provision in the Lease and modifying the provision accordingly.
2. Section 5.1. Two comments: One, please move the mutual indemnities from
Section 14.1 to Article V so that all indemnities are in the same section. Perhaps we should
caption Section 5.1 "Indemnity by Tenant" and add a new Section 5.2 for "Indemnity by
Landlord ". Second, please delete the phrase "and including if such loss is based upon or alleged
to be based upon the strict liability of Landlord or any Landlord Parties" — or let's discuss.
3. Section 5.3. Luminant suggests the following language for this section:
5.3 Tenant Insurance. During the Term, Tenant agrees to maintain
commercial general liability insurance against claims for personal injury, bodily
injury or death. Such insurance shall (i) provide a limit of $5,000,000.00 per
occurrence, and $10,000,000.00 in the aggregate: (ii) name Landlord as an
additional insured; (iii) contain provisions, unless prohibited by law, that the
insurance companies waive the rights of recovery or subrogation against the
Landlord; and (iv) contain a provision that expressly provides substantially as
follows: "For cancellation to be effective as to any additional insured(s) under
this policy, the issuing companies must provide to Landlord thirty (30) days'
written notice prior to any cancellation of this policy."
70420258.1
Austin . Beijing . Dallas . Denver . Dubai • Hong Kong . Houston • London • Los Angeles . Minneapolis
Munich • New York • Riyadh • San Antonio . St. Louis • Washington DC
Sally Longroy, Esq.
Page 2
4. The Landlord insurance section should then be streamlined as follows:
5.4 Landlord Insurance. During the Term, Landlord agrees to
maintain commercial general liability insurance against claims for personal injury,
bodily injury or death.. Such insurance shall (i) provide a limit of $5,000,000.00
per occurrence, and $10,000,000.00 in the aggregate; (ii) name Tenant as an
additional insured; (iii) contain provisions, unless prohibited by law, that the
insurance companies waive the rights of recovery or subrogation against the
Tenant, and (iv) contain a provision that expressly provides substantially as
follows: "For cancellation to be effective as to any additional insured(s) under
this policy, the issuing; companies must provide to Tenant thirty (30) days' written
notice prior to any cancellation of this policy.
5. Section 6.2. Please revise the first sentence to read "Save and except the
negligence or willful misconduct of any Landlord Party, Tenant shall be fully responsible during
the Term for maintaining in good condition and repair the Premises, which includes the spillway,
at Tenant's sole cost. The dam and saddle dam shall be maintained by Tenant in compliance
with all state and federal laws."
6. Section 7.2(e). Please revised this section to read as follows: "The spillway, dam
and saddle dam will be in satisfactory condition and able to perform its designed function."
7. Section 7.6. Because this section relates to the Term of the Lease, suggest we
move this to Article I, perhaps just before current Section 1.5.
8. Section 11.2(a). Beginning in the third line, delete the phrase "dam, saddle dam,
t North Tract for closure ". Also delete the phrase "as well as completing the Termination
Conditions ". I understand that if there is a default by Luminant under the PSA at the second
closing, Billingsley's have the right per Section 10(a) of the PSA to obtain specific performance
of Luminant's obligation to demolish the plant and remediate.
9. Section 11.2(e). Please add the following:
(e) Anything hereinabove contained to the contrary notwithstanding, if
any default shall occur other than in the payment of money, which is incapable of
being cured despite reasonable diligence, such default shall not give rise to the
right of Landlord to declare this Lease terminated and the Term at an end. Rather,
Landlord shall be entitled to pursue all other available legal remedies, including,
without limitation, recover from Tenant all actual damages (but not consequential,
punitive, exemplary or other special damages) sustained by Landlord proximately
arising from such event, together with court costs and attorney's fees associated
with the enforcement of Landlord's rights hereunder.
70420258.1
Sally Longroy, Esq.
Page 3
10. Section 11.3. Revise the phrase "by virtue of the fact that the Premises constitute
a Generating Station and Lake..." to "by virtue of the fact that the Premises constitute raw land
and a lake..."
11. Section 12.1. Please add an obligation for the Landlord to provide notice to
Tenant of any such transfer or assignment of the Lease.
12. Sections 12.2, 12.3 and 12.4. Upon further reflection, since this is a true triple -net
lease with no ongoing rental payments, why not just delete this section and state that the Lease is
superior to any future deed of trust or mortgage? Any lender who foreclosures can still enforce
the Lease.
13. Section 13.1. Because this section relates to Tenant's use of the premises, please
move this provision to Section 1.5.
14. Section 15.5. Delete the definition of "Insurance Requirements" in its entirety.
Also delete the phrase "and Insurance Requirements" from Section 1.8 —the only place it is used.
15. Section 16.11. Tenant's obligations under Section 5.1(g) and (h) should expire
upon termination of the Lease.
16. Attached is a revised Exhibit E based upon Luminant's discussions with the City
of Coppell. We'll need to revise Sections 7(a) and (b) to both reference Exhibit E. Perhaps we
should combine these two clauses.
Please call me with any questions. When you are able, we would appreciate a revised
draft — even with certain items noted as under discussion — so we can work down to the final
issues and finalize the lease as soon as possible. Thanks.
/bll
Attachments
70420258.1
CCSB Draft dated November 4, 2008
Carrington Coleman Sloman & Blumenthal LLP
Remediation Agreement Term Sheet
1. Mutual Cooperation. If remediation is required, owners, City, and Luminant will
cooperate in planning of both remediation and water treatment plant. City's plant siting and
design will permit Luminant to minimize closure costs if City's plant costs are not materially
increased.
2. Environmental Consultant. The environmental consultant to oversee site closure
will be jointly selected by the parties.
3. Site Investig Ltion. Luminant will submit a proposed work plan for the
investigation of the North Tract and North Sliver Tract. Billingsley and the City will have the
right to review and comment on the proposed investigation and Luminant will grant reasonable
access to the North Tract and North Sliver Tract for Billingsley and the City to evaluate property
condition. Luminant will accept all reasonable comments on the work plan from Billingsley and
the City.
4. Access. For purposes of performing the site investigation and closure, Luminant
will have access to the leased premises and limited access to adjoining property owned by
Billingsley affiliates solely f'or the installation, monitoring, and abandonment of groundwater
monitoring wells at locations agreed -upon in advance by Billingsley, and no other use.
Billingsley will not unreasonably withhold, delay, or condition consent for access to Billingsley
affiliates' property. Luminant will indemnify the owner against any claims or losses arising out
of Luminant's activities on property owned by Billingsley affiliates.
5. Property Controls and Groundwater Restrictions To the extent required by
Luminant's remediation plan, Billingsley affiliates and City will not unreasonably withhold
consent to institutional controls on any other property owned or controlled by Billingsley
affiliates or the City. Municipal settings designation for groundwater under Billingsley affiliate -
or City -owned properties will be permissible unless lake water is disqualified as a raw water
source for treatment plant by restriction.
6. Closure Requirements.
(a) General. Luminant will close the North Tract and North Sliver Tract
through (i) the VCP; (ii) demonstration by letter from the TCEQ or other means
reasonably acceptable to Billingsley and City that the site is ineligible for VCP
processing and delivery of a TCEQ "no further action letter "; or (iii) as otherwise allowed
in Paragraph 7 for "clean closures."
(b) Plant site. The City will identify a plant site tract for use in the
remediation agreement, to include the generating station footprint. For the identified
plant site (as modified by mutual agreement of all interested parties) Luminant may use
either Remedy Standard A or Remedy Standard B for residential land use, as well as
physical and _ t11ti0nal controls affecting the plant site. Except as the City may
reasonably approve, Luminant's plan will not impair or materially increase the cost of the
CCSB Draft dated November 4, 2008
Carrington Coleman Sloman & Blumenthal LLP
City's proposed construction, materially limit the use of the plant site for a water
treatment plant or the lake water for potable uses, and plant construction shall be
permitted without prejudice to the City's liability insulation under the VCP certificate.
The City may elect to "upgrade" improvements to be installed by Luminant, such as a
property cap, at City cost.
(c) Balance of North Tract and North Sliver Tract. Luminant may close the
balance of the North Tract and North Sliver Tract other than the identified _plant site to
residential or commercial /industrial land use standards, at Luminant's election, and may
use either Remedy Standard A or Remedy Standard B, as well as physical and
institutional controls affecting the balance of the North Tract and North Sliver Tract (and
other properties as allowed in Paragraph 5).
7. Clean Closure. Luminant will not be required to obtain a VCP certificate or
TCEQ no further action letter if the environmental consultant delivers an investigation report
demonstrating that (i) no contaminants exceed background or the lowest method quantitation
limit for the most sensitive standard available analytical method, and (ii) if storage tank releases
are not regulated under TRF,P, (a) no releases have occurred from any storage tank systems
above applicable residential action levels for the identified plant site; and (b) no releases have
occurred from any storage tank system above applicable commercial /industrial action levels for
the balance of the North Tract and North Sliver Tract.
8. Communications. Luminant will copy Billingsley and City on all correspondence
with TCEQ as well as reports submitted to the TCEQ and keep Billingsley and City reasonably
informed about the investigation and closure process. Billingsley and City may communicate
with the TCEQ about the closure.
9. Liability- Closure. Billingsley and City will release Luminant from
environmental claims relating. to the North Tract and North Silver Tract arising from post - closure
releases or material first released after VCP closure (or clean closure). ( Luminant or any owner
may insure third party environmental claims fdr such party's sole benefit.)
829454v.3
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