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HomeMy WebLinkAboutResolution - 2022-R0159 - Landowner Agreement with Lincoln for Northwest Passage PIDResolution No. 2022-RO159 Item No. 8.13 March 22, 2022 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute fc and on behalf of the City of Lubbock, a Landowner Agreement No. 16494 authorizing an updal to the service and assessment plan and assessments for the North West Passage PID, by an between the City of Lubbock and NWP EB-5, LLC, Lincoln Frankford Group, LLC, Lincoln 1 Affordable Storage, LLC, and related documents. Said Contract is attached hereto an incorporated in this resolution as if fully set forth herein and shall be included in the minutes c the City Council. Passed by the City Council on ATTEST: A0i1#t'e<9'--- .r Rebe ca Garza, City Secre APPROVED AS TO CONTENT: �-A4 7�7� D. lu Kostelich, Chief Financial Officer APPROVED AS TO FORM: elli Leisure, Assistant City Attorney ccdocs/RES.Landowner Agreement NWPPID 03.16.22 March 22, 2022 DANIEL M. APE, MAYOR NORTHWEST PASSAGE PUBLIC IMPROVEMENT DISTRICT LANDOWNER AGREEMENT AND NOTICE OF ASSESSMENTS between THE CITY OF LUBBOCK, TEXAS and NWP EB-5 PROJECT, LLC and LINCOLN FRANKFORD GROUP, LLC and LINCOLN 16 AFFORDABLE STORAGE, LLC Dated as of: March 22 2022 Resolution No. 2022-RO159 LANDOWNER AGREEMENT AND NOTICE OF ASSESSMENTS (Northwest Passage Public Improvement District) This LANDOWNER AGREEMENT AND NOTICE OF ASSESSMENTS (the "Agreement") is entered into between the City of Lubbock, Texas, a political subdivision and home rule law municipality of the State of Texas (the "City"), and NWP EB-5, LLC, a Texas limited liability company, Lincoln Frankford Group, LLC, a Texas limited liability company (collectively, the "Landowners" and each a "Landowner"), and Lincoln 16 Affordable Storage, LLC, a Texas limited liability company (collectively, the "Landowners" and each a "Landowner"), (each Landowner and the City may be referred to individually as a "Party" or collectively the "Parties"). This Agreement shall be effective on the date it is executed by all Parties. RECITALS WHEREAS, Landowners collectively own that certain real property located in the City of Lubbock, Lubbock County, Texas more particularly described in "Exhibit A" attached hereto (the "Land"); WHEREAS, on September 14, 2021, the City Council of the City of Lubbock (the "City Council') passed and approved Resolution No. 2021-RO363 authorizing the creation of the Northwest Passage Public Improvement District (the "District") pursuant to Chapter 372 of the Texas Local Government Code (the "PID Act"), with the boundaries of such District being coterminous with the boundaries of the Land; WHEREAS, the District was created, in part, to undertake and finance the construction and acquisition of certain improvements (the "Authorized Improvements") provided and identified in the Service and Assessment Plan and Assessment Roll dated of even date herewith (as such may be amended from time to time, the "Service and Assessment Plan'); WHEREAS, contemporaneously herewith, the City Council passed and approved Ordinance No. (the "Assessment Ordinance") that, among other things, approved the Service and Assessment Plan that identified the amount of certain assessments on parcels within the District, and established the dates upon which interest on the District Assessments will begin to accrue and upon which collection of Assessments will begin; WHEREAS, in addition to approving the Service and Assessment Plan, the Assessment Ordinance levied the District Assessments against certain parcels within the boundaries of the District to finance the Authorized Improvements in accordance with the Service and Assessment Plan; WHEREAS, a copy of the Assessment Ordinance is attached hereto as "Exhibit B"; and WHEREAS, the Service and Assessment Plan includes an "Assessment Roll' setting forth, among other things, the amount of the Assessment (as that term is defined in the Service and Assessment Plan) for each parcel currently subject to an Assessment (an "Assessed Parcel'), including the amount of the "Annual Installment" (as that term is defined in the Service and Assessment Plan, but only with respect to Assessments) for each Assessment paid in installments. NOW THEREFORE, for and in consideration of the mutual promises, covenants, obligations, and benefits hereinafter set forth, the Parties agree as follows: ARTICLE I APPROVAL OF AGREEMENTS The matters set forth in the recitals of this Agreement are true and correct and are incorporated in this Agreement as official findings of the City Council. ARTICLE II AGREEMENT OF LANDOWNER A. Each Landowner ratifies, confirms, accepts, agrees to, and approves; (i) the creation of the District, the boundaries of the District, and the boundaries of the Assessed Parcels; (ii) the location and construction of the Authorized Improvements; (iii) the determinations and findings of special benefit to the Assessed Parcels made by the City Council in the Assessment Ordinance and Service and Assessment Plan; and (iv) the Assessment Ordinance and the Service and Assessment Plan. B. Each Landowner consents, acknowledges, accepts, and agrees: (i) to the District Assessments to be levied against the applicable Assessed Parcels as shown on the Assessment Roll, as the Assessment Roll may be amended from time to time; (ii) that the Authorized Improvements and administration and operation of the District confer a special benefit on the Assessed Parcels in an amount that exceeds the District Assessments against the Assessed Parcels as shown on the Assessment Roll; (iii) that the District Assessments against the Assessed Parcels are final, conclusive, and binding upon each Landowner and their successors and assigns; (iv) to pay the District Assessments and Annual Installments against the Assessed Parcels that Landowner owns when due and in the amounts stated in the Assessment Ordinance, Service and Assessment Plan, and Assessment Roll; (v) that each Assessment or reassessment against the Assessed Parcels, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against the Assessed Parcels, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against the owner of the Assessed Parcels regardless of whether the owner is named; (vi) that the Assessment liens on the Assessed Parcels are liens and covenants that run with the land and are effective from the date of the Assessment Ordinance and continue until the District Assessments are paid in full and may be enforced by the governing body of the City in the same manner that ad valorem tax liens against real property may be enforced; (vii) that delinquent installments of District Assessments against the Assessed Parcels shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; (viii) that the owner of an Assessed Parcel may pay at any time the entire Assessment against the Assessed Parcel, with interest that has accrued on the Assessment to the date of such payment; (ix) that Annual Installments may be adjusted, decreased, and extended and that owners of the Assessed Parcels shall be obligated to pay such Annual Installments as adjusted, decreased, or extended, when due and without the necessity of further action, assessments, or reassessment by the City Council; (x) that each Landowner has received, or hereby waives, all notices required by the laws of the State of Texas (including, but not limited to the PID Act and Texas Property Code Section 5) in connection with the creation of the District and the adoption and approval by the City Council of the Assessment Ordinance, the Service and Assessment Plan, and the Assessment Roll; and (xi) that this Agreement may be recorded in the real property records of Lubbock County (the contents of which shall be consistent with the Assessment Ordinance, the Service and Assessment Plan, and this Agreement) that evidence the lien and encumbrance created upon each Landowner's Assessed Parcels by the Assessment Ordinance. C. Each Landowner hereby waives: (i) any and all defects, irregularities, illegalities, or deficiencies in the proceedings establishing the District, defining the Assessed Parcels, adopting the Assessment Ordinance, Service and Assessment Plan, and Assessment Roll, levying of the District Assessments, and determining the amount of the Annual Installments; (ii) any and all notices and time periods provided by Texas Property Code 5.014 and the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the approval of the Assessment Ordinance, Service and Assessment Plan, and Assessment Roll and regarding the levying of the District Assessments and determining the amount of the Annual Installments of the Assessments; (iii) any and all actions and defenses against the City's finding of "special benefit" pursuant to the PID Act and as set forth in the Service and Assessment Plan and the levying of the District Assessments and determining the amount of the Annual Installment; and (iv) any right to object to the legality of the Assessment Ordinance, Service and Assessment Plan, District Assessment Roll, or District Assessments or to any proceedings connected therewith. D. Each Landowner agrees to comply with the notice requirements of Section 5.014 of the Texas Property Code as to the purchaser or recipient of any property within the District. ARTICLE III TEXAS PROPERTY CODE SECTION 5.014 NOTICE Section 5.014 of the Texas Property Code requires that a person who proposes to sell or otherwise convey real property that is located in a public improvement district shall first give to the purchaser or recipient of the property written notice of the district in the form set forth on Section 5.014 of the Texas Property Code. The seller is required to deliver the notice to the purchaser before execution of an executory contract binding the purchaser to purchase the property. ARTICLE IV DEDICATION OF AUTHORIZED IMPROVEMENTS Each Landowner acknowledges that the Authorized Improvements, together with the land, easements, or other rights -of -way needed for the Authorized Improvements, shall be dedicated to the City as provided in the documents pertaining to the issuance of bonds for the District. Each Landowner, as applicable, will execute such conveyances and/or dedications as may be reasonably required to evidence the same. ARTICLE V MISCELLANEOUS A. Notices. Any notice or other communication (a "Notice") required or contemplated by this Agreement shall be given at the addresses set forth below. Notices as to one or more Assessed Parcels shall only be given to the Landowner that owns the applicable Assessed Parcels. Notices as to all of the Land shall be given to all Landowners. Notices shall be in writing and shall be deemed given: (i) five business days after being deposited in the United States Mail, Registered or Certified Mail, Return Receipt Requested; or (ii) when delivered by a nationally recognized private delivery service (e.g., FedEx or UPS) with evidence of delivery signed by any person at the delivery address. Each Party may change its address by written notice to the other Parties in accordance with this section. If to NWP EB-5 NWP EB-5 Project, LLC Project, LLC: Attn: Mont McClendon 1500 Broadway, Suite 1500 Lubbock, Texas 79401 If to Lincoln Frankford Lincoln Frankford Group, LLC Group, LLC: Attn: Jordan Wheatley 3913 1141h Street, Suite 7 Lubbock, Texas 79423 If to Lincoln 16 Lincoln 16 Affordable Storage, LLC Affordable Storage, LLC Attn: Michael Postar 3110 Frankford Avenue Lubbock, Texas 79407 If to City: City of Lubbock Attn: Blu Kostelich 1314 Avenue K Lubbock, Texas 79401 B. Parties in Interest. In the event of the sale or transfer of an Assessed Parcel or any portion thereof, the purchaser or transferee shall be deemed to have assumed the obligations of the Landowner with respect to such Assessed Parcel or such portion thereof, and the seller or transferor shall be released with respect to such Assessed Parcel or portion thereof. Notwithstanding the foregoing, the holders of bonds issued for the District are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the Parties. C. Amendments. This Agreement may be amended only by a written instrument executed by all the Parties. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the then -current owners of the Land and recorded in the Official Public Records of Lubbock County, Texas. D. Estoaaels. Within ten (10) days after written request from any Party, the other Parties shall provide a written certification indicating whether this Agreement remains in effect as to an Assessed Parcel and whether any Party is then in default hereunder. E. Termination. This Agreement shall terminate as to each Assessed Parcel upon payment in full of the Assessment against the Assessed Parcel. IN WITNESS HEREOF, the parties have executed this Agreement as of this 22nd day of March 2022. FOR: The City of Lubbock DANIEL M. POPE, MAYOR ATTEST: Rebe ca Garza, City Secreta APPROVED AS TO CONTENT: 1 Blu Kostellch, Chief Financial Officer APPROVED AS TO FORM: elli Leisure, Assistant City Attorney [SIGNATURE PAGES TO FOLLOW] LANDOWNER: NWP EB-5 PROJECT, LLC, a Texas limited liability company B N Ti STATE OF TEXAS COUNTY OF LUBBOCK BEFORE ME, a Notary Public, on this day personally appeared _ �6 #1 , a F , r of NWP EB-5 Project, LLC, a Texas limited liability company, kno n to me to be the'lUrson whose name is subscribed to the foregoing instrument and acknowledged to me that he or she executed the same for the purposes and consideration therein expressed on behalf of said entity. GIVEN UNDER MY HAND AND SEAL of office this j/ f� day of —M QA,GA-.,l , 2022. �"0"YPV/// DONNA COMBS Notary Public, State of Texas Notary Public, State ofTexas M Commission Expires: Y p Comm. Expires 10-11-2025 '/i„°F„r` Notary ID 6516647 LANDOWNER: LINCOLN FRANKFORD GROUP, LLC, a Texas limited liability company By Name: Title: Uu3" STATE OF TEXAS COUNTY OF LUBBOCK BEFORE ME, a Notary Public, on this day personally appeared ROLI)rf i C _Q12 , GlflIX4 of Lincoln Frankford Group, LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he or she executed the same for the purposes and consideration therein expressed on behalf of said entity. GIVEN UNDER MY HAND AND SEAL of office this 16 day of , 2022. (SEAL) a DUSTI LYNN CARTER Notary ID #10690157 My Commission Expires April 23, 2022 L� Notary Public, State of Texas My Commission Expires: 23 ��- LANDOWNER: LINCOLN FRANKFORD GROUP, LLC, a Texas limited liability company By: Name: Micha osta Title: Manager STATE OF TEXAS COUNTY OF LUBBOCK BEFORE ME, a Notary Public, on this day personally appeared Michael Postar Manager of Lincoln 16 Affordable Storage, LLC, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he or she executed the same for the purposes and consideration therein expressed on behalf of said entity. GIVEN UNDER MY HAND AND SEAL of office this 16th day of Marcb , 2022. DONNA COMBS z° Notary Public, State of Texas Comm. Expires 10-11-2026 Notary ID 6516647 Notary Public, State of Texas My Commission Expires: Ta-11-at75 EXHIBIT A to LANDOWNER AGREEMENT District Legal Description [See Attached] EXHIBIT A- DISTRICT LEGAL DESCRIPTION Tract 1(Northwest Quadrant): METES AND BOUNDS DESCRIPTION of a 476.102-acre tract located in Section 11, Block JS, Abstract 343, Lubbock County, Texas, being a portion of that 727.417-acre tract described in Volume 10351, Page 176, Official Public Records of Lubbock County, Texas (OPRLCT), said 476.102-acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set in a West line of that 17.40-acre street right-of-way dedication as described in County Clerk File Number (CCFN) 2012043729, OPRLCT, having a grid coordinate of N-7289808.60, E-926282.74, Texas Coordinate System of 1983, North-Central Zone, which point bears N. 88°14'14" W. a distance of 548.88 feet from a broken nail found at the common comer of Sections 11, 6, and 5, all in Block JS, and Section 14, Block A, Lubbock County, Texas; THENCE N. 88°14'14" W, along the South line of said Section 11 and the North line of said Section 6, same being a South line of said 727.417-acre tract a distance of 2580.70 feet to a 1/2" iron rod found at the Southeast comer of that property conveyed to Elizabeth Montalvo in Volume 6202, Page 313, OPRLCT and a comer of said 727.417-acre tract; THENCE N. 01'43'53" E., along a line of said 727.417-acre tract and an East line of said Montalvo property, at 50.00 feet pass the North right-of-way line of Ursuline Street as described in Volume 1213, Page 346, OPRLCT, continuing for a total distance of 625.08 feet to a metal fence post found at a comer of said 727.417-acre tract and the most Easterly Northeast comer of said Montalvo property; THENCE N. 88'13'31" W., along a line of said 727.417-acre tract and a North line of said Montalvo property a distance of 1204.98 feet to a metal fence post found at a comer of said 727.417-acre tract and an "ell" comer of said Montalvo property; THENCEN. 01°47'44" E., along a line of said 727.417-acre tract and an East line of said Montalvo property and the East lines of those tracts described in Volume 8455, Page 307, Volume 4150, Page 74, and Volume 4150, Page 76, OPRLCT, a distance of 2014.64 feet to a fence post found in the South line of that 14.809- acre tract described in Volume 9594, Page 191, OPRLCT, at an "ell" comer of said 727.417-acre tract; THENCE S. 88°14'37" E., along a line of said 727.417-acre tract and the South line of said 14.809- acre tract a distance of 796.21 feet to a 1/2" iron rod with cap (Newton) found at a comer of said 727.417-acre tract and the Southeast comer of said 14.809-acre tract; THENCE N. 01°43'22" E., along a line of said 727.417-acre tract and the East line of said 14.809- acre tract a distance of 369.94 feet to a 1/2" iron rod with cap (Newton) found at a comer of said 727.417-acre tract and the Northeast comer of said 14.809-acre tract; A-1 Northwest Passage PID SAP 16 THENCE N. 88"14'23" W., along a line of said 727.417-acre tract and the North line of said 14.809-acre tract, at 1682.32 feet pass the East right-of-way line of Frankford Avenue (FM 2528) as described in Volume 1012, Page 465, OPRLCT, continuing for a total distance of 1742.32 feet to a cotton spindle found in the West line of said Section 11, at a comer of said 727.417-acre tract and the Northwest comer of said 14.809-acre tract; THENCE N. 01"44'18" E., along the West line of said Section 11 and a West line of said 727.417- acre tract a distance of 2269.05 feet to a cotton spindle found at the Northwest comer of said Section 11 and the Northwest comer of said 727.417-acre tract; THENCE S. 88°05'04" E., along a North line of said 727.417-acre tract and the North line of said Section 11 a distance of 2080.26 feet to a 40-penny nail found at a comer of said 727.417-acre tract and the Northwest comer of that 5-acre tract described in Volume 7040, Page 170, OPRLCT; THENCE S. 01°55'34" W., along a line of said 727.417-acre tract and the West line of said 5-acre tract, at 50.00 feet pass the South right-of-way line of Kent Street as described in Volume 1012, Page 563, OPRLCT, continuing for a total distance of 926.74 feet to a 3/8" iron rod found at the Southwest comer of said 5- acre tract and a comer of said 727.417-acre tract; THENCE S. 88°03'33" E., along a line of said 727.417-acre tract and the South line of said 5-acre tract a distance of 234.68 feet to a 1/2" iron rod with cap (RPLS 4579) found at the Southeast comer of said 5-acre tract and a comer of said 727.417-acre tract; THENCE N. 01"56'30" E., along the East line of said 5-acre tract and a line of said 727.417-acre tract, at 876.85 feet pass the South right-of-way line of said Kent Street, continuing for a total distance of 926.85 feet to a 60-penny nail found in the North line of said Section 11 and a North line of said 727.417-acre tract at the Northeast comer of said 5-acre tract; THENCE S. 88°05'04" E., along the North line of said Section 11 and a North line of said 727.417- acre tract a distance of 819.69 feet to a concrete nail found in the Southwesterly right-of-way line of U.S. Highway 84 (Clovis Road) at a comer of said 727.417-acre tract; THENCE S. 01°57'08" W., along said Southwesterly right-of-way line and a line of said 727.417- acre tract a distance of 50.00 feet to a 1/2" iron rod with cap (Newton) found; THENCE S. 77°32'31" E., continuing along said right-of-way and a line of said 727.417-acre tract a distance of 283.34 feet to a concrete right-of-way marker found; THENCE S. 58'11'23" E., continuing along said right-of-way and a line of said 727.417-acre tract a distance of 1353.47 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found in the West right-of-way line of Slide Road, same being the West line of said 17.40-acre tract; THENCE Southeasterly, along said right-of-way line, along a curve to the left, said curve having a radius of 1575.00 feet, a central angle of 61°23'03", a chord bearing of S. 00°16'32" E., a chord distance of 1607.84 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found at a point of tangency; A-2 Northwest Passage PID SAP 17 THENCE S. 30°58'04" E., continuing along said right-of-way line a distance of 534.62 feet to a 112" iron rod found at a point of curvature; THENCE Southeasterly, continuing along said right-of-way line, along a curve to the right, said curve having a radius of1425.00 feet, a central angle of 32°18'04", a chord bearing of S. 14'49'02" E., a chord distance of 792.76 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found at a point of tangency; THENCE S. 01°20'00" W., continuing along said right-of-way line a distance of 1180.93 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found at a point of intersection; THENCE S. 04°11 '44" W., continuing along said right-of-way line a distance of 200.25 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" found at a point of intersection; THENCE S. 01°20'00" W., continuing along said right-of-way line a distance of 208.00 feet to a 112" iron rod found at a point of intersection; THENCE S. 46°32'53" W., continuing along said right-of-way line a distance of 42.27 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" found at a point of intersection in the North right-of-way line of Ursuline Street; THENCE N. 88'14'14" W., continuing along said right-of-way line a distance of 397.10 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE S. 01°45'46" W., continuing along said right-of-way line, at 5.00 feet pass the North right-of-way line of Ursuline Street as described in Volume 1213, Page 346, OPRLCT, continuing for a total distance of 55.00 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983 (2011) Epoch 2010.0, North-Central Zone. Distances and areas are surface, U.S. Survey Feet. Tract 2 (Northeast Quadrant): METES AND BOUNDS DESCRIPTION of a 230.125-acre tract located in Sections 11, Block JS, Abstract 343, and Section 14, Block A, Abstracts 861 and 1332, Lubbock County, Texas, being a portion of that 727.417- acre tract described in Volume 10351, Page 176, Official Public Records of Lubbock County, Texas (OPRLCT), and a portion of that 286.14-acre tract described in Volume 10351, Page 183, OPRLCT, said 230.125-acre tract being further described as follows: BEGINNING at a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set in an East line of that 17.40- acre street right-of-way dedication as described in County Clerk File Number (CCFN) 2012043729, OPRLCT, having a grid coordinate of N-7289776.71, E-927306.98, Texas Coordinate System of 1983, North-Central Zone, which point bears S. 88"11'41" E. a distance of 476.10 feet from a broken nail found at the common corner of Sections 11, 6, and 5, all in BlockJS, and Section 14, Block A, Lubbock County, Texas; A-3 Northwest Passage PID SAP 18 THENCE N. 01'48' 19" E., along an East line of said 17.40-acre tract, at 50.00 feet pass the North right-of- way line of Ursuline Street as described in Volume 1213, Page 346, OPRLCT, continuing for a total distance of 55.00 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" set for a corner of said 17.40-acre tract in the North right-of-way line of Ursuline Street; THENCE N. 85'19'56" W., along said right-of-way line a distance of 200.25 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE N. 88"11'41" W., continuing along said right-of-way line a distance of 208.00 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" found at a point of intersection; THENCE N. 43'25'50" W., continuing along said right-of-way line a distance of 42.60 feet to a "crow's foot" chiseled in concrete for a point of intersection in the East right-of-way line of Slide Road, same being the East line of said 17.40-acre tract; THENCE N. 01'20'00" E., along said right-of-way line a distance of 1580.17 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" set for a point of curvature; THENCE Northwesterly, continuing along said right-of-way line, along a curve to the left, said curve having a radius of 1575.00 feet, a central angle of 32"18'04", a chord bearing of N. 14*49'02" W., a chord distance of 876.21 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" found at a point of tangency; THENCE N. 30°58'04" W., continuing along said right-of-way line a distance of 534.62 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found at a point of curvature; THENCE Northwesterly, continuing along said right-of-way line, along a curve to the right, said curve having a radius of 1425.00 feet, a central angle of 44°23'25", a chord bearing of N. 08°46'22" W., a chord distance of 1076.62 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE Northeasterly, continuing along said right-of-way line, along a curve to the right, said curve having a radius of 1478.85 feet, a central angle of 06°54'41", a chord bearing. of N. 20*13 '30" E., a chord distance of 178.28 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" found at a point of intersection; THENCE Northeasterly, continuing along said right-of-way line, along a curve to the right, said curve having a radius of 1415.00 feet, a central angle of 09'38'59", a chord bearing of N. 25"26'03" E., a chord distance of 238.03 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found in the Southwesterly right-of-way line of U.S. Highway 84 (Clovis Road), in a Northerly line of said 727.417-acre tract; THENCE S. 58°11'34" E., along said Clovis Road right-of-way line and a Northerly line of said 727.417-acre tract a distance of 644.87 feet to a 1/2" iron rod with cap marked "HUGO REED & A-4 Northwest Passage PID SAP 19 ASSOC" found in the East line of said Section 11 and the West line of said Section 14, at a comer of said 727.417-acre tract THENCE S. 01°45'00" W., along the East line of said Section 11 and the West line of said Section 14 and a line of said 727.417-acre tract a distance of 1447.24 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" set for a comer of said 727.417-acre tract; THENCE S. 88°11'29" E., along a line of said 727.417-acre tract a distance of 1696.26 feet to a 5/8" iron rod found at a comer of said 727.417-acre tract; THENCE S. 01°50'26" W., along a line of said 727.417-acre tract a distance of 333.98 feet to a 112" iron pipe found at a comer of said 727.417-acre tract; THENCE S. 88°08'32" E., along a line of said 727.417-acre tract a distance of 311.55 feet to a chain -link fence post found at a comer of said 727.417-acre tract; THENCE S. 55`08'25" E., along a line of said 727.417-acre tract a distance of 3142.70 feet to a 112" iron rod with cap marked "HUGO REED & ASSOC" found at the Northwest plat limits of Tract "A", LP&L Northwest Substation Addition as recorded in CCFN 2008042914, OPRLCT, THENCE S. 01*48' 11" W., along said West plat limits, at 541.59 feet pass the North right-of-way line of Ursuline Street as described in Volume 1213, Page 346, OPRLCT, continuing for a total distance of 591.59 feet to a 112" iron rod found in the South line of said Section 14 and the South line of said 727.417-acre tract at the Southwest plat limits comer of said Tract "A" and the Southeast comer of this tract; THENCE N. 88°11'41" W., along the South line of said Section 14 and the South line of said 727.417-acre tract a distance of 4164.33 feet to the Point of Beginning. Bearings relative to the Texas Coordinate System of 1983 (2011) Epoch 2010.0, North-Central Zone. Distances and areas are surface, U.S. Survey Feet. Tract 3 (Southwest Quadrant, excluding portion in the North Pointe PID): METES AND BOUNDS DESCRIPTION of a 318.340-acre being a portion of that 160.139-acre tract located in Section 6, Block JS, Abstract 1492, Lubbock County, Texas, described in Volume 9785, Page 28, Official Public Records of Lubbock County, Texas (OPRLCD, and a portion of that 153.864-acre tract located in Section 6, Block JS, Lubbock County, Texas, Abstract 1516, described in County Clerk File Number (CCFN) 2006043021, and that tract located in said Section 6 described in Volume 10263, Page 222, OPRLCT, and a portion of that 303.29-acre tract located in Section 5, Block JS, Lubbock County, Texas, Abstract 346, described in Volume 10016, Page 135, OPRLCT, said 318.340-acre tract being further described as follows: BEGINNING at a 112" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection in the South right-of-way line of Ursuline Street, same being a line of that 17.40-acre street right-of-way dedication as described in CCFN 2012043729, OPRLCT, having a grid A-5 Northwest Passage PID SAP 20 coordinate of N-7289731.09, E-926687.46, Texas Coordinate System of 1983, North-Central Zone, which point bears N. 88°14'14" W. a distance of 140.88 feet and S. 01°45'46" W. a distance of 65.00 feet from a broken nail found at the common corner of Sections 11, 6, and 5, all in Block JS, and Section 14, Block A, Lubbock County, Texas; THENCE S. 43°27'07" E., along a line of said 17.40-acre tract a distance of 42.59 feet to an "X" chiseled in concrete set for a point of intersection in the West right-of-way line of Slide Road; THENCE S. 01°20'00" W., along said West right-of-way line a distance of 574.41 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found at a point of curvature; THENCE Southeasterly, continuing along said right-of-way line, along a curve to the left, said curve having a radius of 1575.00 feet, a central angle of 30"31'25", a chord bearing of S. 13"55'42" E., a chord distance of 829.17 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of tangency; THENCE S. 29°11'25" E., continuing along said right-of-way line a distance of 179.80 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of curvature; THENCE Southeasterly, continuing along said right-of-way line, along a curve to the right, said curve having a radius of 1425.00 feet, a central angle of 30°57'31", a chord bearing of S. 13°42'39" E., a chord distance of 760.64 feet to a 1/2" iron rod found at a point of tangency; THENCE S. 01'46'06" W., continuing along said right-of-way line a distance of 336.59 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set in the North line of a 20-foot alley dedicated by plat of Lots 535-707, North Pointe Addition to the City of Lubbock as recorded in CCFN 2006045605, OPRLCT; THENCE N. 88*08'27" W., along the North line of said alley a distance of 228.93 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE N. 43°08'27" W., continuing along the North line of said alley a distance of 14.14 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE N. 88°08'27" W., continuing along the North line of said alley a distance of 56.00 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE S. 46'51'33" W., continuing along the North line of said alley a distance of 14.14 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE N. 88°08'27" W., continuing along the North line of said alley a distance of 110.10 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found at a point of intersection in the West line of said Section 5 and the East line of said Section 6; THENCE N. 88*09'58" W., continuing along the North line of said alley a distance of 709.89 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; A-6 Northwest Passage PID SAP 21 THENCE N. 43`09'58" W., continuing along the North line of said alley a distance of 14.14 feet to a point of intersection; THENCE N. 88'09'58" W., continuing along the North line of said alley a distance of 52.00 feet to a point of intersection THENCE S. 46°50'02" W., continuing along the North line of said alley a distance of 14.14 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE N. 88'09'58" W., continuing along said alley line a distance of 539.58 feet to a point of intersection in the West plat limits of said North Pointe Addition and the East plat limits of Lots 191-290 and Tracts C and D, Lynnwood Addition to the City of Lubbock as recorded in Volume 9847, Page 139, OPRLCT, THENCE N. 01'36'04" E., along the East plat limits of said Lynnwood Addition a distance of 49.77 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" found in the South line of said 153.864-acre tract at the Northeast comer of the plat limits of said Lynnwood Addition; THENCE N. 88'01'32" W., along the North plat limits of said Lynnwood Addition a distance of 1325.36 feet to a "MAG" nail with shiner (AMD) found at the Northwest comer of said plat limits, at the Southwest comer of said 160.139-acre tract and the Southeast comer of said 153.864-acre tract; THENCE N. 88°05'46" W., along the South line of said 153.864-acre tract, at 1320.00 feet pass a 1/2" iron rod found, continuing at 2130.37 feet pass the Northeast comer of Tract "A", Broadview Baptist Church Addition as recorded in Volume 1685, Page 894, OPRLCT, continuing along the North line of said Tract "A" for a total distance of 2579.92 feet to a 1/2" iron rod found in the East right-of-way line of Frankford Avenue (FM 2528) at the Southwest comer of said 153.864-acre tract and the Southwest comer of this tract; THENCE N. 01°56'10" E., along said East right-of-way line and the West line of said 153.864- acre tract a distance of 2573.17 feet to a 1/2" iron rod found in the South right-of-way line of Ursuline Street as described in CCFN 2011027661, OPRLCT, at the Northwest comer of this tract; THENCE S. 88°14'14" E., along the South right-of-way line of said Ursuline Street, at 2285.20 feet pass the West line of that tract described in Volume 10263, Page 222, at 2580.37 feet pass the East line of same tract and the West line of said 160.319-acre tract, continuing for a total distance of 4671.95 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE S. 85°22'29" E., continuing along said right-of-way line a distance of 200.25 feet to a 1/2" iron rod with cap marked "HUGO REED & ASSOC" set for a point of intersection; THENCE S. 88*14' 14" E., continuing along said right-of-way line a distance of 208.00 feet to the Point of Beginning. A-7 Northwest Passage PID SAP 22 SAVE & EXCEPT: Any portion of Tract 3 located in Section 5, Block JS, Lubbock County, Texas, Abstract 346, described in Volume 10016, Page 135, OPRLCT that is also currently located in the North Pointe PID. Bearings relative to the Texas Coordinate System of 1983 (2011) Epoch 2010.0, North-Central Zone. Distances and areas are surface, U.S. Survey Feet. Tract 4 (Small strip adjoining Southwest Quadrant): All of the portion of Tract 5 described in the Deed to Petitioner filed in CCFN 2021019386, OPRLCT not currently located in the North Point PID (for further clarification, this tract is generally described as a strip located north of, and adjacent to, the alley north of Marshall Avenue, adjacent to Tract 3 described above.) Northwest Passage PID SAP 23 EXHIBIT B to LANDOWNER AGREEMENT Assessment Ordinance [See Attached] ORDINANCE NO. THE FIRST AMENDED ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LUBBOCK ADOPTING THE NORTHWEST PASSAGE PUBLIC IMPROVEMENT DISTRICT (THE "DISTRICT") 2022 AMENDED AND RESTATED SERVICE AND ASSESSMENT PLAN; REVIEWING CLASSIFICATIONS FOR THE METHODS OF ASSESSING SPECIAL BENEFITS FOR THE SERVICES AND IMPROVEMENTS OF PROPERTY IN THE NORTHWEST PASSAGE PUBLIC IMPROVEMENT DISTRICT; APPROVING, ADOPTING AND FILING WITH THE CITY SECRETARY THE UPDATED ASSESSMENT ROLL; CLOSING THE HEARING AND LEVYING 2022 ASSESSMENTS FOR THE COST OF CERTAIN SERVICES AND IMPROVEMENTS TO BE PROVIDED IN THE DISTRICT DURING FY 2022-23; FIXING CHARGES AND LIENS AGAINST THE PROPERTY IN THE DISTRICT AND AGAINST THE OWNERS THEREOF; AND PROVIDING FOR THE COLLECTION OF THE ASSESSMENT. WHEREAS, on September 14, 2021, after notice and a public hearing in the manner required by law, the City Council of the City of Lubbock, Texas (the "City") approved a resolution authorizing the creation of the Northwest Passage Public Improvement District (the "District"); and WHEREAS, on October 26, 2021, after notice and a public hearing conducted in the manner required by law, the City Council adopted Ordinance No. 2021-00152 (the "Assessment Ordinance") approving a Service and Assessment Plan (the "Plan") and Assessment Roll (the "Roll") and the levy of assessments on property in the District.; and WHEREAS, it is necessary to amend and restate the 2022 Service and Assessment Plan adopted on October 26, 2021 for the issuance of bonds and update of the Assessment Roll. The 2022 Amended and Restated Service and Assessment Plan for the District is attached hereto as "Exhibit A" and incorporated herein; and WHEREAS, at its regularly scheduled meeting on March 22, 2022, the City Council held a public hearing to allow interested persons to speak for or against the Amended and Restated Plan. WHEREAS, the City Council now desires to amend the Assessment Ordinance and approve and adopt the 2022 Amended and Restated Service and Assessment Plan and the updated Roll for the District in conformity with the requirements of the Act. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK, TEXAS: SECTION 1: THAT the findings and determinations set forth in the preambles are hereby incorporated by reference for all purposes. SECTION 2: THAT the 2022 Amended and Restated Service and Assessment Plan and updated Assessment Roll attached hereto as "Exhibit A" are hereby approved and adopted. SECTION 3: THAT the City Council, after review of the Plan, approves the method of assessing special benefits of services and improvements set forth in the Plan. Terms relating to property taxes in this ordinance shall be used as defined in Section 1.04 of the Texas Property Tax Code. In accordance with the Plan, each property owner in the District identified for assessments in 2022 receives the same amount of service for the assessment provided. The proposed method of assessment, which specifies included or excluded classes of assessable property, is based on the net taxable value of the real property and real property improvements as determined by the Lubbock Central Appraisal District in accordance with Chapter 25 of the Texas Property Tax Code. Public rights -of -way are exempt from assessment. SECTION 4: THAT the City Council hereby approves, adopts and files with the City Secretary the Roll. The Roll states an estimate of the assessment against each parcel of land in the District, as determined by the method of assessment set forth in the Plan and this Ordinance. The City Secretary shall file the Roll in the official City records. The Roll shall be subject to public inspection. SECTION 5: THAT the City Council finds that the notice of the City Council's intention to consider the proposed assessments at a public hearing on March 22, 2022 at 5:00 p.m. in the City Council Chamber, 1314 Avenue K, Lubbock, Texas was published in the official newspaper of the City of Lubbock, Texas before the 10d' day before the date of the hearing. The notice stated: (1) the date, time and place of the hearing; (2) the general nature of the services and improvements; (3) the cost of the services and improvements; (4) the boundaries of the District; and, (5) that written or oral objections will be considered at the hearing. SECTION 6: THAT the City Council finds that City staff mailed to the owners of property liable for assessment notice of the hearing as the ownership appears on the City tax roll. The notice contained the information required by the Act. The notice was mailed before the 10' day before the date of the hearing to the last known address of the property owner on the City tax roll. The failure of the property owner to receive notice does not invalidate the proceeding. SECTION 7: THAT the City Council finds that the assessments should be made and levied against the respective parcels of property within the District and against the owners thereof, and are substantially in proportion to the benefits to the respective parcels of property by means of the services and improvements in the District for which such assessments are levied, and further finds that in each case the property assessed is specially benefited by means of the said services and improvements of the District, and further finds that the apportionment of costs of the services and improvements is in accordance with the law in force in this City and the State and in the proceedings of the city heretofore had with reference to the formation of the District and the imposition of assessments for said services and improvements are in all respects valid and regular. SECTION 8: THAT there shall be and is hereby levied and assessed against the parcels of property within the District, and against the real and true owners thereof (whether such owners be correctly named or not), the sums of money calculated by applying the assessment rate to the final 2022 city net taxable value in the manner described in the assessment attached hereto in Exhibits B and C shown opposite the description of the respective parcels of property, and the several amounts assessed against the same, and the owners thereof. SECTION 9: THAT the several sums above mentioned and assessed against the said parcels of property and the owners thereof, and interest thereon at the rate per annum established in Section 9 together with reasonable attorney's fees and costs of collection, if incurred, are hereby declared to be and are made a first and prior lien against the property assessed, superior to all other liens and claims except liens and claims for ad valorem taxes and is a personal liability of and charge against the owners of the property regardless of whether the owners are named. The lien shall attach on January 1 of each year to the property to secure the payment of all assessments, penalties, and interest ultimately imposed for the year on the property, whether or not the assessments are imposed in the year the lien attaches and shall be effective until the assessment is paid. The lien is perfected on attachment and perfection requires no further action by the governing body. SECTION 10: THAT the assessments levied herein shall be due and payable in full on receipt of the assessment bill and are delinquent if not paid by January 31, 2023 except as provided in Sections 31.02(b), 31.03, and 31.04 of the Texas Property Tax Code. A delinquent assessment incurs a penalty of six percent of the amount of the assessment for the first calendar month it is delinquent plus one percent for each additional month or portion of a month the assessment remains unpaid prior to July 1 of the year in which it becomes delinquent. However, an assessment delinquent on July I incurs a total penalty of twelve percent of the amount of the delinquent assessment without regard to the number of months the assessment has been delinquent. A delinquent assessment continues to incur the penalty provided by this section as long as the assessment remains unpaid, regardless of whether a judgment for the delinquent assessment has been rendered. That if default be made in the payment of any of the said sums hereby assessed against said property owners and their property, collection thereof, including costs and attorney's fees, shall be enforced by the governing body in the same manner that an ad valorem tax lien against real property may be enforced by the governing body under Chapters 31, 32, and 33 of the Texas Property Tax Code. The owner of the assessed property may pay at any time the entire assessment on any lot or parcel, along with any interest and penalty that has accrued on the assessment. SECTION 11: THAT all assessments levied are a personal liability and charge against the real and true owners of the premises described, notwithstanding such owners may not be named, or may be incorrectly named. SECTION 12: THAT the assessments herein levied are made and levied under and by virtue of the terms powers and provisions of the Act, as amended. SECTION 13: THAT the City may contract with the Lubbock Central Appraisal District and any competent attorney to collect the assessments and to represent the District to enforce the collection of delinquent assessments. The attorney's compensation shall be set in the contract, but the total amount of compensation provided may not exceed twenty percent (20%) of the amount of delinquent assessment, penalty, and interest collected, as required in Section 6.03 of the Texas Property Tax Code. SECTION 14: THAT this Ordinance shall take effect upon passage and execution hereof. AND IT IS SO ORDERED. Passed by the City Council on first reading on Passed by the City Council on second reading on DANIEL M. POPE, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: D. Blu Ko9felich, Chief Financial Officer APPROVED AS TO FORM: lli Leisure, Assistant City Attorney Ord. Northwest Passage P1D A&R SAP 2022 March 22, 2022