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HomeMy WebLinkAbout25-219 INCOMPLETEORDINANCE NO. 25-219 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE EXECUTION OF A FIRST AMENDMENT TO COLE RANCH PROJECT AGREEMENT RELATIVE TO FUNDING, OWNERSHIP, MAINTENANCE, AND REPAIR OF PUBLIC IMPROVEMENTS SERVING PROPERTY LOCATED WITHIN THE “COLE RANCH IMPROVEMENT DISTRICT NO. 1 OF DENTON COUNTY, TEXAS” AND OTHER RELATED MATTERS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, all terms with initial capital letters that are not defined in the text of this Ordinance shall have the meanings given to them in the Project Agreement attached as Exhibit “A“ to this Ordinance and incorporated herein for all purposes; and WHEREAS, pursuant to Section 59, Article XVI, Texas Constitution, Cole Ranch Improvement District No. 1 of Denton County, Texas (the “District”) has been created during the 86th Regular Session of the Texas Legislature through the passage of H.B. 4693 and codified under Chapter 3981, Special District Local Laws Code (the “District Act”), to include land within the City of Denton, Texas (the “City”), as a special district for the benefit of the public and for public purposes, including the acquisition, construction, improvement, financing, operation, and maintenance of water, wastewater, drainage, road, landscaping, park and recreational facilities; and WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(1) of the District Act, the City adopted Resolution No. 20-762, dated April 7, 2020 (the “Consent Resolution”), consenting to the creation of the District and to the inclusion of the land described therein; and WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(3) of the District Act, the City and Owner entered into the Project Agreement dated April 7, 2020 (the “Project Agreement”); and WHEREAS, the City and owners of the property within the District desire to amend the Project Agreement; and WHEREAS, the conservation easement in the form required by Section 3 of the Consent Resolution was recorded in the real property records of Denton County, Texas, within 180 calendar days from the date of passage of the Consent Resolution; and WHEREAS, in order to satisfy the requirements of Section 3981.0109(a)(3) of the District Act, the City and the Owner desire to enter into the First Amendment to Cole Ranch Project Agreement (“First Amendment”) attached as Exhibit “A”; and WHEREAS, the City intends for the attached First Amendment to establish the rights and obligations of the City and the Owner with respect to the financing, ownership and maintenance of certain Improvement Projects and Park Improvements and other public improvements; NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager or her designee is hereby authorized to execute the First Amendment attached hereto as Exhibit “A“ relative to funding, construction, ownership, maintenance, and repair of public improvements serving property located within the Cole Ranch Improvement District No. 1 of Denton County, Texas and other related matters. SECTION 2. A substantial copy of the First Amendment is attached hereto as Exhibit “A“ and incorporated herein for all purposes. Minor adjustments to the attached First Amendment are authorized, such as filling in blanks and minor clarifications or corrections, and any modifications made by City Council in the approval of this ordinance. SECTION 3. The City Manager, or her designee, is further authorized to carry out all duties and obligations to be performed by the City under the First Amendment, unless otherwise reserved in the First Amendment for Council approval. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by JIll ,jes +, / and seconded by nr'.-Dh- Ck, J, bbC+ c. The ordinance was passed and approved by the following vote a-lt: Aye X X X X X X X Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 Joe Holland, District 4: Brandon Chase McGee, At-Large Place 5 Jill Jester, At-Large Place 6 PASSED AND APPROVED this the 18th day of FebruarY 2025 ah%g£/{nyOR ATTEST: E APPROVED AS TO LEGAL FORM: Mack teihwand MACK REINWAND, CITY ATTORNEY Exhibit “A” First Amendment to Cole Ranch Project Agreement FIRST AMENDMENT TO COLE RANCH PROJECT AGREEMENT This First Amendment to Cole Ranch Project Agreement (this " Amendment") is entered into on February 18, 2025 between the City of Denton, Texas, a Texas Home Rule municipality (the "City") and The Cole Ranch Company, L.P., formerly SLF II Cole Property, L.P. (the "Owner"), each a “Party" and collectively the "Parties". This Amendment amends that certain Cole Ranch Project Agreement between the Parties dated April 7, 2020 (the "Project Agreement"), and in the event of a conflict between the Agreement and this Amendment, this Amendment shall control. All capitalized terms shall be defined as stated in the Agreement unless otherwise defined herein ARTICLE I RECITALS WHEREAS, the Owner owns the Property and is a developer of real property within the District; and WHEREAS, in satisfaction of the requirements of Section 3981.0109(a)(3) of the District Act, the City and the Owner entered into the Project Agreement; and WHEREAS, on February 18, 2025, the City and the District entered into the First Amendment to the Operating Agreement amending that certain Operating Agreement between the City and the District effective April 7, 2020 (as amended, the "Operating Agreement"); and WHEREAS, all references in the Project Agreement to the Operating Agreement shall be construed to mean the Operating Agreement, as amended; and WHEREAS, the Parties are entering into this Amendment to set forth their understanding regarding issues affecting the development of the Property. NOW THEREFORE, for and in consideration of the mutual covenants of the Parties set forth in this Amendment, and for other good and valuable consideration the receipt and adequacy of which are acknowledged and agreed by the Parties, the Parties agree as follows: ARTICLE II AMENDMENTS 2.1 Affordable Housing Contribution. Article VII of the Project Agreement is amended to read as follows: "Each Developer seeking reimbursement from a series of District Bonds agrees to contribute to the City's Affordable Housing Program consistent with the terms of Section 5.4 above until such time as an affordable housing contribution equal to $3,000,000 in the aggregate is fully funded." 2.2 Gas Wells. Subject to the provisions in this Section 2.2, the Owner agrees to plug and abandon two existing gas wells within the Property, which are depicted on Exhibit A attached to this Amendment, no later than December 31, 2030, as evidenced by a completed railroad commission form W-3 plugging record, provided, however, such deadline may be extended by an event of force majeure pursuant to Section 11.21 of the Project Agreement. Thereafter, there shall be no exploration, development, production, extraction, or transportation of oil, gas or other mineral substances (whether such other mineral substances be part of the mineral estate or part of the surface estate) on, from, or across the surface portion of the Property encompassed by such plugged and abandoned gas wells. Each six-month period following December 3 1, 2030 during which such wells are not plugged and abandoned, excluding periods of time due to an event of force majeure, shall result in a $250,000 reduction in the amount of Supplemental Projects eligible for reimbursement under the Operating Agreement. 2.3 Park Dedication. Section 3.1 of the Project Agreement is revised in its entirety to read as follows: (a) Dedication. The Owner will dedicate within the Property as park land, open space and trails (each a "Park" and collectively "Parks") the land shown on the updated Exhibit B attached to this Amendment (the "Park Plan") at no cost to the City. Park land dedication will occur in phases, at the time of final plat approval. Dedication and construction of a Regional Trail system, as generally shown on Exhibit B, shall occur in phases at the time of final plat approval for adjacent portions of the Property, and shall connect to the Hickory Creek North trail system. Exhibit B is intended to be a conceptual plan, and minor deviations to Exhibit B are permitted without amending this Agreement. The Park land acreage dedicated is the minimum required by Ordinance 98-039 based on the projected residential units in the Park Plan. Park land dedication not within the final plat triggering the dedication requirement will be dedicated as described in Section 5.1 below by special warranty deed the form of which is attached as Exhibit C, except the “Pocket Parks”, “Dog Park”, “Trails” outside rights-of-way, and “lakes”, as depicted on the Park Plan, and the “lakes” as described in Section 4.10 of the Operating Agreement, shall be conveyed by a grant of public access easement the form of which is described in Section 5.1 below. If not previously dedicated, dedication of one of the Neighborhood Parks shown on the Park Plan will occur the date that is the earlier of (a) the first date after the elementary school property is preliminary platted and before the City issues a building permit for construction of the elementary school, if an elementary school is developed; or (b) the first date after the City issues 1,000 building permits for residential homes within the Property. If not previously dedicated, dedication of the second Neighborhood Park shown on the Park Plan will occur the date that is the earlier of (a) the first date after the second elementary school property is preliminary platted and before the City issues a building permit for construction of the second elementary school, if a second elementary school is developed; or (b) the first date after the City issues 3,500 building permits for residential homes within the Property. If not previously dedicated, dedication of the City Park shown on the Park Plan will occur before the date the City has issued 1,500 building permits for residential homes within the Property. The Park Improvements for a Park must be constructed before the City accepts the dedication or conveyance of a specific tract of Park land. Dedication of Park land consistent with the Park Plan is the exclusive park land dedication requirement applicable to development of the Property so long as the actual number of residential units do not exceed the projected residential units in the Park Plan. If the number of residential units developed on the Property exceeds the units utilized to determine the total acreage dedicated or conveyed in the Park Plan, the Owner must dedicate or convey additional park property to the City in accordance with the requirements of Ordinance 98-039, as amended. No Park or land to be dedicated as a Park shall be located within a gas well setback determined in accordance with the MPC Ordinance. No gas well setback shall encroach within property acquired by the City prior to the Effective Date, located outside the Property, and to be used as a public park. (b) An event center designed to promote music and arts culture in Denton, as further described in this paragraph, shall be constructed at the Homestead Site north of Lake 13 as depicted on Exhibit B (the "Event Center"). Construction of the Event Center shall commence within five years after the Texas Department of Transportation completes construction of the Loop 288 service road project located adjacent to the Property, which project is described by TxDOT project no. CSJ 2250-02-014, and shall be completed within 36 months after commencement. The Event Center shall include the restoration of the Old Cole Ranch Bunkhouse building, a pavilion, a lawn area, and an amphitheater with seating for approximately 300 people. The Event Center shall connect to the Regional Trail system described on Exhibit B. Unless the Parties agree otherwise in writing, the Event Center will be owned and operated by the Owner. The City shall have the right to use the Event Center for City events on a minimum of 1 80 days in each calendar year, with specific dates for City events mutually agreed to by the City and Owner in writing. City events at the Event Center shall be funded by the City, except City will not be required to pay any rental or license fee, and the Owner shall not be required to bear any costs associated with such City events, including all costs associated with securing and cleaning the facility. 2.4 Roadways. Owner shall not be required to construct or fund improvements to C. Wolfe Road, H. Lively Road, Old Underwood Road, or Old FM 2449. Owner shall not be required to dedicate any right-of-way for Old Underwood Road or Old FM 2449. Owner shall be required to dedicate one half of the right-of-way for C. Wolfe Road and H. Lively Road located adjacent to the Property, in accordance with the City's Mobility Plan in effect on the date of this Amendment, when the portion of the Property adjacent to such future right-of-way is final platted. Owner shall have no other right-of-way dedication obligations with respect to such roadways. 2.5 Supplemental Projects. All references to the "Improvement Projects" in the Project Agreement shall be construed to mean (a) the Improvement Projects; and (b) the Supplemental Projects, as defined in the First Amendment to Operating Agreement between the City and the District effective on , 2025. 2.6 Notices. Notices shall be addressed as follows: To the City:City of Denton Ann: City Manager 215 E. McKinney St. Denton, Texas 76201 Email: sara.hensley@cityofdenton.com To the Owner:The Cole Ranch Company, L.P. Ann: Ms. Jennifer Alexander 512 Hickory Street, Suite 100 Denton, Texas 76201 Email: ,jalexander2379@gmail.com and ovest(q),southridge.com To District:Cole Ranch Improvement District No. 1 of Denton County Ann: President, Board of Directors c/o Allen Boone Humphries Robison LLP 3200 Southwest Freeway, Suite 2600 Houston, Texas 77027 Email: ccrawford@abhr.com With a copy to:Ann: Misty Ventura Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Email: misty .ventura(@svlandlaw.com ARTICLE III ADDITIONAL PROVISIONS 3.1 Recitals. The recitals contained in this Amendment: (a) are true and correct as of the date the Parties entered into this Amendment; (b) form the basis upon which the Parties negotiated and entered into this Amendment; (c) are legislative findings of the City Council, and (d) reflect the final intent of the Parties with regard to the subject matter of this Amendment. In the event it becomes necessary to interpret any provision of this Amendment, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Amendment and, but for the intent of the Parties reflected by the recitals, would not have entered into this Amendment. 3.2 Binding Obligations. This Amendment shall be recorded in the deed records of Denton County. This Amendment, when recorded, shall be binding upon the Parties and their successors and assigns permitted by the Project Agreement and upon the Property; however, this Amendment shall not be binding upon, and shall not constitute any encumbrance to title as to, any end-buyer of a final platted and improved lot, other than any Owner or Developer and any Owner or Developer related to or affiliated with such Owner or Developer, that is subject to a final plat recorded in the real property records of Denton County. 3.3 Interpretation. The Parties acknowledge that each of them has been actively involved in negotiating this Amendment. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Amendment. In the event of any dispute over the meaning or application of any provision of this Amendment, the provision will be interpreted fairly and reasonably and neither more strongly for or against any Party, regardless of which Party originally drafted the provision. 3.4 Representations on Authority and Enforceability. The City represents and warrants that this Amendment has been approved by ordinance duly adopted by the City Council in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Amendment on behalf of the City has been duly authorized to do so. Owner represents and warrants that this Amendment has been approved by appropriate action of such Owner, and that the individual executing this Amendment on behalf of such Owner has been duly authorized to do so. Each Party acknowledges and agrees that this Amendment is binding upon such Party and enforceable against such Party in accordance with its terms and conditions. 3.5 Entire Agreement. The Project Agreement as amended by this Amendment, the Consent Resolution, and the Operating Agreement, together constitute all of the Project Agreements between the Parties and supersede all prior agreements, whether oral or written, covering the subject matter of these agreements. 3.6 Form 1295. The Parties acknowledge and agree that Owner submitted to the City a completed Form 1295 generated by the Texas Ethics Commission’s (the ’'TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295") at the time Owner submitted its signature page to this Amendment. The City hereby confirms timely receipt of the Form 1295 from Owner pursuant to Section 2252.908, and the City agrees to acknowledge such forms with the TEC through its electronic filing application system not later than the 30th day after the receipt of such forms. The City waives all claims related to the validity and enforceability of this Amendment to the extent such claims are based on noncompliance with Section 2252.908, Texas Government Code. 3.7 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 3.8 Governing Law. All questions concerning the construction, validity and interpretation of this Amendment and the performance of the obligations imposed by this Amendment shall be governed by the internal law, not the law of conflicts, of the State of Texas. 3.9 Ratification. Except as specifically set forth in this Amendment, all provisions of the Project Agreement shall remain in full force and effect. The Project Agreement as amended by this Amendment is hereby ratified and confirmed. In the event of any conflict between the terms and provisions of the Project Agreement and the terms of this Amendment, the terms and provisions of this Agreement shall mean and refer to the Project Agreement as amended hereby. 3.10 Exhibits. References to the Project Agreement executed on April 7, 2020 found on the forms of "Developer Certification" on Exhibit F of the Project Agreement and ’'Joinder Agreement" attached as Exhibit G of the Project Agreement shall be updated to refer to the Project Agreement executed on April 7, 2020, as amended. Exhibit A to this Amendment attached hereto and incorporated herein for all purposes is hereby added and made a part of the Project Agreement. Exhibit B of the Project Agreement is hereby deleted in its entirety and replaced with the updated Exhibit B Park Plan attached to this Amendment and incorporated herein for all purposes. EXECUTED on this the February 18, 2025. day of , 2025 but to be effective as of ATTEST:CITY OF DENTON By:_ Name: Lauren Thoden Title: City Secretary By: Name: Sara Hensley Title: City Manager Date : THIS AGREEMENT HAS BEEN REVIEWED AND APPROVED as to financial and operational obligations and business termsAPPROVED AS TO FORM: Mack teinwand By:_ Name: Mack Reinwand Title: City Attorney SIGNATURE PRINTED NAME TITLE STATE OF TEXAS § § § DEPARTMENT COUNTY OF DENTON This instrument was acknowledged before me on of the City of Denton, Texas on behalf of said city. , 2025 by Notary Public, State of Texas liXl-iCU-l’ED on this the J3tFL day ol' Febru prY_ February 18. 2025. . 2025 but to be effective as of OWNER: THE COI.E RANCH C'ONIPANV, L.P. A Texas limited partnership By :Fhc M.I'. Cole Family (-onrpan}’ No. 1. 1,L.C'. A Texas limited liability colnpan} Its general partner renni tlcxmr. M–aLj; s-rATF' OF 'rI':XAS $ $ $ COUN’I'Y OF I)ENI'ON This instrument was acknowledged before me on _FebruarY 13 . 2025 by Jennifer Alexander. Manager of The M.T . Cole Family ('onlpany No. 1. LI'C. a Texas limited liability company and the general partner of ’I-he Cole Ranch Company, L.P.. a ’l'exas limited partnership. on behalf of said limited partnership. bic. St;ne tn =nnHlIH a)B 8 ( =OC CDU ala C> E g g [ J i a) JO 0 a)a U) (9 (a iII i a)C0laC il (S i 4(g3 ! g i ! B iIiEgg: t\!!!!!! Exhibit B Park Plan Denton Enterprise Airport k J nl B HOMESTEAD EVENT CENTER If Area = Approx. 4 acres Connects to the Regional Trail Development Cost = $8-11M (+/-) ,myx Road;1- \&liiJdltIIILe School 7 I l•ee©e+• 0 Connection to Hickory Creek TI /)r (8QC E dr CJIa la Uac + ; :1 I Eii+l185' Ed..eTafiG,h \ IteMle @ ••M• II • / nA Roark Branch I HI IIB ESA's and SCS Easements ( i JtaFBI•0•#+ •• Neighborhood Parks Ed RANCH bCity Park Homestead and Event Center 6’ NeIghborhood Trail IO' Regional Trail Exhibit B - Park Plan 01 /025 'Trails within ESA areas may be natural surface trails 'Trail alignments are approximate and subject to change Trail depicts approx. 13 miles of 10' trail. Developer will wwk with the City to idenbq locatiwt of additional trail not depictni. 2/11/2020 Revised 1-29 -2025 EXHIBIT "B" Cole Ranch - Park Improvement Summary Tables Park Dedication and Development Requirements for Cole Ranch Ded a mount eeg tas a *Per Ordinance 98-039 up to 50% reduction where substantial private park and recreational area proposed. Development is not using this credit and providing the minimum re ired amount of rk land and devleopment Park & 2x 5 acre Neighborhood Parks (minimum**lx 50 acre Park and Neighobrhood Parks’ **Developer financial commttment to con£truct City -owned parks includes only the Trail System (Not required by the Park Dedication and Development Ordinance) 14.8 MilesCole Ranch 13.6 Miles 28.4 Miles All mileage on the tra Us is a -oximate until design is finalized +The y of Denton will have an access easement on all trails outside of the right-af-wa 10' trans will have a 30’ easement and 6’ trails will have a 26' easement, this allows for additional space if needed for lace allocationlramming, easernent could be modified as needed pendinlP Parks and Trails - OwnershIp, Maintenence and Access Ownershl aa Park‘District/HOA District/HOA;hborhood ParkN Park*pistrict/HOA wfth PAE District/HOA Dist I/HOAPocket Park*OA with PAE District/HOA District/HOACentersAmen Trails*OA Lakes‘District/HOA * PAE - public Access Easement City is responsible forthe maintenance and operation of any buildings/structures not constructed center, skate etc Open to public Open to public by the developer such as a Park Improvunents Us&r WMr no aLTILsPark Type City Park Minirnum 50 acres Picnic Tables, Trash Cans and Benches -o und area with eq uiprne nt incorporating shade structures Trails Practice fields for baseball, softball, soccer and football Dedicated pa rking a rea App roxirnate ty 3 acres One enclosed dog free-play facility provided Up to three play a reas included in the design Dedicated pa rki ng area Minimurn 5 acres each Minimum two Neighborhood Parks adjacent to each elementary school site if agreed by City and DISD Playground designed for ages 2-5 and 5-12 L3ndscaped with trees, benches and drinking fountains On-street parking provided Aprroximately one-half to one acre in size Estimated 15 park/amenity center areas Meets the ten rninute walk provision Passive park use with landscaping, benches, etc, Private amenity centers with dedicated parkin On'street parking provided for pocket parks Pla' Dog Pa rk Neighborhood Park Provided Pocket Parks/Amenity Centers