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HomeMy WebLinkAbout1999-202NOTF First Amendment - Ordinance No. 99-412 NOTE•'i Second Amendment - Ordinance No 99-437 ORDINANCE NO AN ORDINANCE AUTHORIZING THE SETTLEMENT OF LITIGATION STYLED THE CITYOFDENTON,TEXASv DENTON COUNTYFRESH WATER SUPPLYDISTRICTNO IA AND DENTON COUNTY FRESHWATER SUPPLY DISTRICT NO 5, CAUSE NO 99-40158- 362, PENDING IN THE 362ND DISTRICT COURT OF DENTON COUNTY, TEXAS, PURSUANT TO THE TERMS STATED IN THE ATTACHED COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS AND ANNEXATION AGREEMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE THE SETTLEMENT AGREEMENT/ANNEXATION AGREEMENT AND ALL DOCUMENTS NECESSARY TO EFFECT THE SETTLEMENT, AUTHORIZING THE CITY MANAGER AND THE CITY ATTORNEY TO TAKE OTHER ACTIONS NECESSARY TO FINALIZE THE SETTLEMENT AND RELEASE OF CLAIMS, AND PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I. That the settlement of litigation styled City of Denton, Texas v Denton County Fresh Water Supply District No IA and Denton County Fresh Water Supply District No 5, Cause No 99-40158-362, pending in the 362"d District Court of the Denton County, Texas, is hereby approved pursuant to the terms stated in the attached Compromise Settlement Agreement Release of Claims and Annexation Agreement SSEECTION II. That the City Manager is hereby authorized to execute the attached Settlement Agreement, Annexation Agreement, and all other documents necessary to effect settlement The City Manager and the City Attorney are further authorized to take all other actions necessary to finalize the settlement and release of claims including to make any expenditures necessitated by the settlement SECTION III That this ordinance shall become effective immediately up its passage and approval PASSED AND APPROVED this the r�day of , 1999 S44�-� �- JAC ER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY 4416 01058 COMPROMISE SETTLEMENT AGREEMENT 09019a AND RELEASE OF ALL CLAIMS THUS COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS (hereinafter referred to as the "Agreement") is by and between the CITY OF DENTON, TEXAS ("Denton"), DENTON COUNTY FRESH WATER SUPPLY DISTRICTS NOS IA & 5 ("Districts"), and VIOLET PROPERTIES ASSOCIATES, L P , ("Property Owner"), all collectively referred to as the "Parties " RECITALS A There is now pending in the 362nd District Court of Denton County, Texas a lawsuit styled City of Denton, Texas v Denton County Fresh Water Supply District No IA & Denton County Fresh Water Supply District No S, Cause No 99-40158-362 (the "Lawsuit"), wherein Denton, among other claims, challenges the validity of the purported formation of the Districts within Denton's city limits and extraterritorial jurisdiction on land owned by Property Owner (the "Property," as fully described in Exhibit A attached hereto and incorporated herein by reference), as more particularly described in the Lawsuit B The Property is the only land included within the Districts that lies within Denton's city limits or extraterritorial jurisdiction C The Parties understand and agree that the claims asserted by each against the other are in dispute and that they desire to settle such dispute by compromise to avoid the uncertainties, inconvenience and expense of further litigation and to buy peace D Subject to the terms and conditions contained herein, the Parties have agreed and do agree to a full and final settlement and release of all claims which each may have against the other COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page I 4416 01059 arising out of the Lawsuit NOW, THEREFORE, for and in consideration of the recitals set forth above and the covenants and undertakings hereinafter set forth, the Parties agree that the Lawsuit shall be settled and compromised upon the following terms and conditions Dismissal of Claims Following upon and subject to the occurrence of certain events hereinafter described, the Parties shall request an agreed upon order from the district court disrmssing all claims asserted against one another in the Lawsuit, with prejudice, and directing that each party shall bear its own costs and attorneys' fees Prior to dismissal of such claims the following events shall occur Pursuant to Tex Water Code sec 49 305 and all other applicable provisions of law, Property Owner shall petition District No 5 for exclusion of the Property from the District in accordance with all procedures and standards required by law District No 5 shall duly publish notice for and conduct a hearing in the manner provided by applicable law, including but not limited to procedures contained in Tex Water Code ch 49, sub -chapter J, concerning exclusion of the Property from the District District No 5 shall exclude the Property from the District boundaries in accordance with all procedures and standards required by law Denton and Property Owner shall execute an Annexation Agreement concerning annexation, land use and development, and provision of city services to the Property, substantially in the form of Exhibit B, a copy of COMPROMISE SETTLEMENT AGREEMENT AND RELEA SE OF ALL CLAIMS Page 2 4416 01060 which is attached hereto and incorporated by reference herein 2 District Release Districts release and waive all claims, rights, and interests they may have to exercise jurisdiction over the Property following removal of the property from the boundaries of District 5 Districts acknowledge that the Property Iles within Denton's CCN for water and wastewater facilities and that Denton is the provider of water and wastewater service to the Property Notice Required Districts covenant and agree that, notwithstanding any provision of state law or order, resolution or ordinance of the District(s) to the contrary, ten (10) business days prior to inclusion of any land within the boundaries of the District(s) that lies within Denton's city limits or extraterritorial jurisdiction, whether such inclusion is to occur by petition of the landowner, or by independent action of the District(s), notice of such proposed inclusion of land shall be given to Denton, in the manner provided in this agreement, prior to the time that the governing body for the Distnct(s) considers whether to include such land Districts further covenant and agree that such obligation to notify Denton shall be a condition precedent to valid enactment of any order, resolution, ordinance or other action including such land within the boundaries of the Distnct(s) 4 No Petition for Services Property Owner covenants and agrees that it shall not petition for inclusion of the Property, or any other property that it now owns or may hereafter own within the corporate limits or extraterritorial jurisdiction of Denton, in the boundaries of the Districts, nor seek service from any provider of any service identified in the annexation Service Plan for the property, incorporated as Exhibit C to this agreement, including water, wastewater, roads, drainage, emergency services, solid waste collection, other than Denton, without Denton's COMPROMISE SETTLEMENT AGREEMENT AND RELE49F, OF ALL CLAIMS Page 3 4416 01061 express written consent Complete Release of Claims Concomitant with the entry of the order dismissing the Lawsuit in the manner above provided for, the Parties release all claims and causes of action each may have against one another ansing out of the Lawsuit, except for an action to enforce this Agreement Thereupon, all matters in dispute between the Parties which have been, are, or could have been alleged in this and all other causes, described herein, both known and unknown, including, but not limited to, all matters in any way related to or arising out of the Lawsuit, including without limitation any claims for damages against Denton premised upon Tex Loc Gov't Code ch 43, ch 395, the Texas Water Code, or pursuant to any state or federal statutory or constitutional provision, or any declaratory or injunctive rights arising out of Tex Loc Gov't Code ch 245, shall be completely and forever compromised and settled 6 Duty to Effect If this Agreement should be held invalid or unenforceable in whole or in part, the Parties agree to employ every legal method, means or procedure available in order to effectuate the underlying purpose of the Agreement Complete Agreement This Agreement constitutes the entire agreement between the Parties regarding the subject matter contained herein, supersedes any prior understanding or written or oral agreements or representations concerning the same, and can be modified only by a written instrument subscribed to by the Parties Each Party to this Agreement represents that it is acting on itsiown free will and voluntarily, and that it is in no way relying upon any promise, warranty, representation or agreement of any kind whatsoever, made directly or indirectly, by any agent, employee, or attorney of the Parties being released or any person or firm in privity with the Parties being released, and each party understands that this is a full, final and complete settlement COMPRO ESETTLEMENTAGREEMENT AND RELE E OF ALL CLAIMS Page 4 4416 01062 of all claims of any kind or character whatsoever, both known or unknown, arising out of those matters described herein 8 No Liability This Agreement is made solely for the purpose of avoiding further litigation and making peace between the Parties, and that in entering into this Agreement, the Parties are not admitting liability, but are expressly denying liability No Future Liability It is the express intent of the Parties to this Agreement that each of the Parties shall not be exposed to any further liabilities, including claims and suits for damages, relating to any matter presented by any Party in the Lawsuit 10 No Assienment of Claims The Parties warrant that no claims, demands, damages, actions, causes of action or suits in equity hereby released have been assigned to any third -party and that this Agreement is executed without reliance on any statement or representation made by any third -party which is not contained herein 11 No Influence The undersigned each warrant that no inducements have been made to any of them on behalf of the Parties released hereby, and that in deciding to release their claims and to execute this Agreement, each has relied solely and only upon their own judgment and the advice given to them by their attorney, whom they have selected 12 Joint Preparation This Agreement shall be deemed to have been jointly prepared by all Parties hereto, and no ambiguity of this Agreement shall be construed against any party based upon the identity of the author of this Agreement or any portion thereof 13 Applicable Law This Agreement shall be governed by, construed and interpreted, and the rights of the Parties determined in accordance with the laws of the State of Texas, and venue of any dispute concerning this Agreement shall be tried in a court of competent jurisdiction COMPROMI�E SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page 5 4416 01063 sitting in Denton County, Texas 14 Statements Binding Statements and representations contained herein, including recitals, are to be considered contractual in nature and not merely recitations of fact 15 Severabili In the event any one or more of the provisions of this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity shall not affect any other provision herein 16 Sinaular to Include Plural All references herein in the singular shall be construed to include the plural where applicable, the masculine to include the feminine and neuter genders and all covenants, agreements and obligations herein assumed by the Parties shall be deemed to be joint and several covenants, agreements and obligations of the several persons named herein 17 Successors & Assigns This Agreement shall be binding on and inure to the benefit of each and every party to this Agreement, and their successors, officers, employees, assigns, agents, and legal representatives with respect to any and all of the claims brought against any and all Parties herein released 18 Authonty to Execute Each of the signatories to this Agreement represents and warrants that he is authorized to execute this Agreement and bind his principals to the terms and provisions hereof Each party warrants that any action required to be taken in order for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement, and that there are no other parties or entities required to execute this Agreement in order for it to have binding effect Specifically Denton represents and warrants that this Agreement was duly approved by the City Council of the City of Denton, Texas adopted at an open meeting of the City Council of Denton in accordance with the Texas Open Meetings Act, COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page 6 4416 01064 Chapter 551 of the Texas Local Government Code Likewise, Districts represent and warrant that this Agreement was duly approved by the respective Board of Directors of District No 1-A on June 15, 1999, and of District No 5 on June 15, 1999, each action taken during an open meeting of the Board for each District in accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Local Government Code 19 Notice Any notice, demand or other communication required to be served on any Party hereunder shall be void and of no effect unless given in accordance with the provisions of this Section All notices shall be in writing and shall be delivered personally or sent by overnight couner service, by certified or registered mail, postage pre -paid, or by facsimile transmission Notices shall be deemed received, in the case of personal delivery, when delivered, in the case of overnight couner service, on the next business day after delivery to such service, in the case of mailing, on the third day after mailing (or, if such day is a day on which deliveries of mail are not made, on the next succeeding day on which deliveries of mail are made), and, in the case of facsimile transmission, upon transmittal during normal business hours All notices, demands and other communication shall be given to the parties hereto at the following addresses Each party may change to address and the designated recipient to which notice may be sent to that party by given notice of such change in accordance with this Section Denton Herbert L Prouty, Denton City Attorney 215 E McKinney St Denton, TX 76201 COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page 7 Property Owner Keith McGlamery Jenkens & Gilchrist 1445 Ross Ave, Ste 3200 Dallas, TX 75202 4416 01065 District No. 1-A District No 5 Jeffrey W Hurt Jeffrey W Hurt Leonard Hurt Frost & Lilly, P C Leonard Hurt Frost & Lilly, P C 600 N Pearl St, Suite 900 600 N Pearl St , Suite 900 Dallas, TX 75201 Dallas, TX 75201 20 Survival This Agreement and the representations, warranties, and covenants set forth herein shall survive the discovery of different facts and shall continue in full force and effect and be unaffected by the discovery of different or additional facts 21 Multiple Comes This Agreement may be executed in multiple counterparts, each which taken together shall constitute one and the same instrument 22 Authonty Delegated The Parties hereto mutually and simultaneously by these presents authorize and direct their respective attorneys to execute and deliver for entry such instruments as may be necessary to obtain the results contemplated by this Agreement including without limitation the entry of the request for entry of order dismissing the Lawsuit 23 Agreement Understood Each Party to this Agreement warrants and represents that it has read the above and foregoing Agreement, and every word of it, and each party to this Agreement understands that it is a full, final and complete settlement and release of all claims, held, owned or possessed in any capacity whatsoever by each releasing party as against each released party 24 Attornev's Fees & Costs Each Party to this Agreement shall bear its own attorney's fees and costs 25 Remedies It is the intent of the Parties that, in addition to any other remedies made available by law, that either Party may seek specific performance of this Agreement or any Co SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page 8 4416 01066 provision hereof in the event of breach or attempted breach 26 Annexation Agreement The Parties acknowledge that there exists an Annexation Agreement between Denton and the Property Owner concerning the Property, a copy of which is attached hereto and incorporated by reference herein as Exhibit B, which sets forth covenants concerning annexation, land use and development, and provision of city services to the Property, and which is to be executed simultaneous with execution of this Agreement IN WITNESS WHEREOF, the Parties have executed this Agreement effective this the eday o 99 CITftF DENTON, TE LM TEST- ' A RO t D AS J ter alters Herbert L Prouty ty Secretary City Attorney ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF DENTON ei9s � ,On tlus� dayo, before me personally appeared Michael Jez, City Manager of the City of Denton, Texas and acknowledged to me that he executed the foregoing instrument in his authorized capacity for and on behalf of t ity of Denton �?""°"`• ANN FORSYTHE NO RY PU LI AND .� Notary Public, state of Texas FOR THE STATE OF TEXAS My Commission Expires �'''P ors�'•,'� MAY 9, 2002 COMPROMISE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page 9 4416 01067 DISTRI N�1 By _ AJj==— ,Fresh Water Supply District No IA A IA Secretary ACKNOWLEDGMENT STATE OF TEXAS COUNTY OFr,L4v) On this �.,� day of June, 1999, before me personally appearedlVich AG L 14 AGbiftM 5 �� for Denton County Fresh Water Supply District No 1A, and acknowledged to me that 1(e, executed the foregoing instrument in his authorized capacity for and on behalf of the District E3N0"Kb + + Notary Public s ra STATE OF TEXAS My �,nmm E'o 02 /70/2000 +s5hmx+�5aav+s COMPROMISE SETTLEMENT AGREEMENT ANDAND RELE�E OF�L CLAIMSOF�L CLAIMS Page 10 NOTA Y LIC IN AND FOR THE STATE OF TEXAS 4416 01068 DISTRICT NO 5 By2z koa.), Pies; , Fresh Water Supply District No 5 ATTEST District No 5 Secretary ACKNOWLEDGEMENT STATE OF TEXAS COUNTY OF 'pa On this 2 5 * day of June, 1999, before me personally appeared —II'' Le f -4 hA P.-rey" %F—for Denton County Fresh Water Supply District No 5, and acknowledged to me that he executed the foregoing Instrument in his authorized capacity for and on behalf of the District $� 'ATfI E VAU"N r i OMMISSION EXPIRES iguet 22,1 999 NOTARY PUBLIC IN AND 13 FOR THE STATE OF TEXAS 4416 01069 APPROVAL BY COUNSEL w ferry D organ State BarNo 1445 75 Terry Morgan & Associates Attorneys for the City of Denton William S ahlstrom State Bar No 05316300 Jenkins & Gilchrist Attorneys for Property Owner COMPROMWSE SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS Page 12 Hurt Frost & Lilly, P C Attorneys for the Districts 4416 01070 PROPERTY OWNER - VIOLET PROPERTIES ASSOCIATES, L.P , a Delaware limited partnership By First Regency Enterprises, Inc , its General Partner By Name Robert IT Rodger , Jr Title Vice President STATE OF NEW YORK COUNTY OF oL On this day of June, 1999, before me personally appeared Robert H Rodgers, Jr , Vice President of First Regency Enterprises, Inc , a Delaware limited partnership, General Partner of Violet Properties Associates, L P , a Delaware limited partnership, and acknowledged to me that he executed the foregoing instrument in his authorized capacity for and on behalf of said limited partnership ALISON E VAZOUEZTM Notary Public, State of NewYorA No 01 Notary Public In and For The St of New York Suffolk Oualdied inSuffolk Cou �y Commfssmn Expires July 28, IA j [SEAL] Printed or Typed Name of Notary My Commission Expires Y8 REDAL 200067 1 40989.00001 r EXHIBIT "A" 4 416 01071 LEGAL DESCRIPTION 502.880 ACRES BEING A 502.880 ACRE TRACT OF LAND SITUATED IN THE WILLIAM SMITH SURVEY, ABSTRACT NO. 1182 AND 1187, THE MARY SMITH SURVEY, ABSTRACT NO 1181, THE SPENCER GRAHAM SURVEY, ABSTRACT NO.468, THE B.B B. & C.R.R. SURVEY, ABSTRACTNO.158, AND THE E. PIZANO SURVEY, ABSTRACT NO.994, DENTON COUNTY, TEXAS AND BEING PART OF TRACT I CONVEYED BY DEED TO VIOLET PROPERTIES ASSOCIATES, L. P , RECORDED IN COUNTY CLERK'S FILE NO. 98- 019205, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS. SAID 502.880 ACRE TRACT, WITH BEARING BASIS BEING THE MOST EASTERLY LINE OF SAID TRACT I, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING AT A 1/2" IRON ROD FOUND FOR THE NORTHWEST CORNER OF SAID TRACT I, SAID POINT BEING ON THE SOUTHEAST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35-W (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE, DEPARTING SAID SOUTHEAST RIGHT-OF-WAY, ALONG THE COMMON LINE OF AFORESAID TRACT I AND THE SOUTH LINE OF TRACT II CONVEYED BY SAID DEED TO HILLWOOD/MCCUTCHIN, LTD. RECORDED IN VOLUME 2470, PACE 678, DEED RECORDS, DENTON COUNTY, TEXAS, THE FOLLOWING THREE COURSES AND DISTANCES. SOUTH 89 DEGREES 57 MINUTES 58 SECONDS EAST, A DISTANCE OF 274.15 FEET TO A 1/2" IRON ROD FOUND FOR CORNER; SOUTH 00 DEGREES 27 MINUTES 57 SECONDS WEST, A DISTANCE OF 497.64 FEET TO A 1/2" IRON ROD FOUND FOR CORNER; NORTH 89 DEGREES 58 MINUTES 18 SECONDS EAST, A DISTANCE OF 2290.42 FEET TO A 1/2" IRON ROD FOUND FOR CORNER IN JOHN PAINE ROAD ( A VARIABLE WIDTH PRESCRIPTIVE RIGHT-OF-WAY), THENCENORTH 00 DEGREES 06 MINUTES 45 SECONDS WEST, WITH THE GENERAL DIRECTION OF JOHN PAINE ROAD, ALONG THE WEST DINE OF SAID TRACT I, AND THE EAST LINE OF SAID HII.LWOOD/MCCUTCHIN, LTD TRACT II, A DISTANCE OF 3640 35 FEET TO A 1/2" IRON ROD FOUND AT THE INTERSECTION OF SAID JOHN PAINE ROAD AND JOHNSON ROAD (A VARIABLE WIDTH PRESCRIPTIVE RIGHT- OF-WAY), FROM WHICH A 60D NAIL BEARS NORTH 36 DEGREES 411vIINUTES 03 SECONDS WEST, A DISTAANCE OF 9.38 FEET; 11SLnw LIAWLi( V004011SDATA0MMNYNS May 28,1999 17. 4416 01072 THENCE NORTH 89 DEGREES 44 MINUTES 44 SECONDS EAST, WITH THE GENERAL DIRECTION OF JOHNSON ROAD, ALONG THE NORTH LINE OF SAID TRACT I, THE NORTHERNMOST SOUTH LINE OF SAID HILLWOOD/McCUTCHIN, LTD TRACT II, AND THE SOUTH LINE OF A TRACT OF LAND CONVEYED BY DEED TO ALB R. HUGHES, RECORDED IN VOLUME 3129, PAGE 752, DEED RECORDS, DENTON COUNTY, TEXAS, A DISTANCE OF 3083.72 FEET TO A 1/2" IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID TRACT I, AND THE NORTHWEST CORNER OF A TRACT OF LAND CONVEYED BY DEED TO L Z BROWN, RECORDED IN VOLUME 290, PAGE 382, DEED RECORDS, DENTON COUNTY, TEXAS; THENCE SOUTH 00 DEGREES 28 MINUTES 34 SECONDS WEST, ALONG THE EAST LINE OF SAID TRACT I AND THE WEST LINE OF SAID BROWN TRACT, A DISTANCE OF 2769 75 FEET TO A 5/8" IRON ROD FOUND AT THE SOUTHWEST CORNER OF SAID BROWN TRACT AND THE NORTHEASTERLY INTERIOR ELL CORNER OF SAID TRACT I; THENCE SOUTH 88 DEGREES 19 MINUTES 00 SECONDS EAST, ALONG THE COMMON LINE OF SAID TRACT I AND THE SOUTH LINE OF SAID BROWN TRACT, A DISTANCE OF 2347.45 FEET TO A 1/2" IRON ROD FOUND FOR THE NORTHEAST CORNER OF SAID TRACT I AND THE SOUTHEAST CORNER OF SAID BROWN TRACT, SAID POINT LYING ON THE WEST LINE OF A TRACT OF LAND CONVEYED BY DEED TO WILLIAM T SMITH AND WIFE, NONA SMITH, RECORDED IN VOLUME 284, PAGE 187, DEED RECORDS, DENTON COUNTY, TEXAS, THENCE SOUTH 00 DEGREES 32 MINUTES 58 SECONDS WEST, ALONG THE COMMON LINE OF SAID TRACT I AND SAID SMITH TRACT, A DISTANCE OF 148 29 FEET TO A 2" IRON PIPE FOUND IN THE NORTHWEST RIGHT-OF-WAY OF LINE OF AFORESAID TEXAS AND PACIFIC RAILROAD (A 100 FOOT RIGHT-OF-WAY); THENCE SOUTH 27 DEGREES 34 MINUTES 34 SECONDS WEST (BEARING BASIS), ALONG SAID NORTHWEST RIGHT-OF-WAY, A DISTANCE OF 1746 79 FEET TO A POINT FOR CORNER, SAID POINT LYING ON THE NORTH LINE OF CITY LIMITS FOR THE CITY OF ARGYLE AS DESCRIBED IN VOLUME 794, PAGE 388, DEED RECORDS, DENTON COUNTY, TEXAS; THENCE NORTH 89 DEGREES 48 NIINUTES 30 SECONDS WEST, OVER AND ACROSS SAID TRACT I AND ALONG SAID NORTH LINE OF THE CITY OF ARGYLE, PASSING AT A DISTANCE OF 4584.09 FEET THE NORTHERLY NORTHWEST CORNER OF SAID CITY OF ARGYLE AND CONTINUING IN ALL A TOTAL DISTANCE OF 4609 09 TO.A POINT FOR CORNER IN WEST LINE OF AFORESAID JOHN PAINE ROAD AND BEING 25 FEET EAST OF THE WEST I 1NE OF THE CITY OF LIMITS OF THE CITY OF ARGYLE AS DESCRIBED IN SA JD INSTRUMENT; I\SLD\W[LLOWLIN8200401\SDATA\DEMN.FNS May 28, 1999 18. 4416 01073 THENCE SOUTH 00 DEGREES 08 MINUTES 54 SECONDS EAST, WITH SAID WEST LINE OF JOHN PAINE ROAD AND 25 FEET WEST OF AND PARALLEL.TO THE SAID WEST LINE OF THE CITY LIMITS OF THE CITY OF ARGYLE, A DISTANCE OF 767.10 FEET TO A POINT FOR CORNER, SAID POINT LYING 25 FEET NORTH OF THE NORTH LINE OF THE SAID CITY LIMITS OF THE CITY OF ARGYLE AS DESCRIBED IN SAID INSTRUMENT, THENCE SOUTH 89 DEGREES 57 MINUTES 52 SECONDS WEST, WITH THE NORTHERLY LINE OF CRAWFORD ROAD (A VARIABLE WIDTH PRESCRIPTIVE RIGHT-OF-WAY) AND 25 FEET NORTH OF AND PARALLEL TO THE NORTH LINE OF THE SAID CITY LIMITS OF THE CITY OF ARGYLE AS DESCRIBED IN SAID INSTRUMENT, A DISTANCE OF 2350.87 TO A POINT FOR CORNER IN THE EAST LINE OF A TRACT OF LAND CONVEYED BY DEED TO JOE T. SIMPSON AND SPOUSE, BARBARA J. SIMPSON, RECORDED IN VOLUME 3097, PAGE 570, DEED RECORDS, DENTON COUNTY, TEXAS, THENCE NORTH 00 DEGREES 06 MINUTES 15 SECONDS EAST, ALONG THE WEST LINE OF SAID TRACT I AND THE EAST LINE OF SAID SIMPSON TRACT, A DISTANCE OF 372 84 FEET TO A 5/8" IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID SIMPSON TRACT, THENCE NORTH 89 DEGREES 47 MINUTES 03 SECONDS WEST, ALONG THE SAID WEST LINE AND THE NORTH LINE OF SAID SIMPSON TRACT, A DISTANCE OF 199 88 FEET TO A 1 IRON PIPE FOUND AT THE NORTHWEST CORNER OF SAID SIMPSON TRACT IN THE EAST LINE OF A TRACT OF LAND CONVEYED BY DEED TO JED ARTHUR COOPER AND WIFE, CAROL JOY COOPER, RECORDED IN VOLUME 3097, PAGE 459, DEED RECORDS, DENTON COUNTY, TEXAS, THENCE NORTH 00 DEGREES 12 MINUTES 13 SECONDS EAST, ALONG SAID WEST AND EAST LINES, A DISTANCE OF 428.63 FEET TO A 1/2" IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID COOPER TRACT; THENCE SOUTH 89 DEGREES 43 MINUTES 30 SECONDS WEST, ALONG SAID WEST LINE, THE NORTH LINE OF SAID COOPER TRACT, AND THE NORTH LINE OF A TRACT OF LAND CONVEYED BY DEED TO DOUGLAS TURNER AND WIFE, JEANETTE, RECORDED IN VOLUME 643, PAGE 443, DEED RECORDS, DENTON COUNTY, TEXAS, A DISTANCE OF 437.36 FEET TO A 2" IRON PIPE FOUND IN THE EAST LINE OF TRACT N CONVEYED BY DEED TO HILLWOOD/McCUTCHIN, LTD , RECORDED IN VOLUME 2470, PAGE 678, DEED RECORDS, DENTON COUNTY, TEXAS; THENCE 14ORTH 00 DEGREES 28 MINUTES 31 SECONDS WEST, ALONG SAID WEST 1 VSLD\V=ONLK\98200401\SDATAWENTON.FNS May 28,1999 10. 4416 01074 LINE AND THE EAST LINE OF SAID TRACT IV, A DISTANCE OF 499 36 FEET TO All, IRON ROD FOUND IN THE AFORESAID SOUTHEAST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35-W (A VARIABLE WIDTH RIGHT-OF-WAY), THENCE ALONG SAID WEST LINE AND SAID SOUTHEAST RIGHT-OF-WAY, THE FOLLOWING THREE COURSES AND DISTANCES NORTH 29 DEGREES 23 MINUTES 45 SECONDS EAST, A DISTANCE OF 692 68 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER, NORTH 23 DEGREES 59 MINUTES 37 SECONDS EAST, A DISTANCE OF 20138 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER, NORTH 29 DEGREES 23 MINUTES 41 SECONDS EAST, A DISTANCE OF 50 58 FEET TO THE POINT OF BEGINNING AND CONTAINING 502 880 ACRES OF LAND, MORE OR LESS, SURVEYORS CERTIFICATE I, MICHAEL J. BAITUP, REGISTERED PROFESSIONAL LAND SURVEYOR IN THE STATE OF TEXAS, DO HEREBY CERTIFY THAT THE HEREON LEGAL DESCRIPTION ACCURATELY REPRESENTS THE DESCRIBED PROPERTY AS DETERMINED BY A SURVE,, .,:10E ON THE GROUND UNDER MY DIRECTION AND SUPERVISION AND 5/81, IRON RODS CAPPED "CARTER & BURGESS" HAVE BEEN SET AT ALL BOUNDARY CORNERS, UNLESS OTHERWISE NOTED. THE MONUMENTS OR MARKS SET, OR FOUND, ARE SUFFICIENT TO ENABLE RETRACEMENT DATED: .5/18 iL J SAITUP ,..u........ V . 4574 .t;e4: MICHAEL J. BAIH L� REGISTERED PROFESSIONAL LAND SURVEYOR TEXAS REGISTRATION NO 4574 „I I\SLD\wILLOWLK\98200401\SDATA\DENTONYNS May 28,1999 20. 4 416 01075 Exhibit B to Compromise Settlement Agreement ANNEXATION AGREEMENT Thii agreement is made by and between the CITY OF DENTON, TEXAS ("Denton") and VIOLET PROPERTIES ASSOCIATES, L P , ("Property Owner"), collectively referred to as the "Parties" RECITALS A Property Owner owns land within Denton's city limits and extratemtonal jurisdiction, as fully described in Exhibit A attached hereto and incorporated herein by reference (hereinafter "the Property") and seeks to develop the Property as a planned residential development B Denton has initiated proceedings to annex the Property Denton desires to have the Property within the corporate limits of the City and to provide municipal services to development that occurs on the Property in accordance with the annexation Service Plan attached hereto as Exhibit B C Property Owner has submitted an application for initial zoning of the Property as a Planned Development District, including a proposed Concept Plan, together with proposed land uses, residential densities, signage, provisions for open space and development standards governing development of the property A copy of the application is attached hereto as Exhibit C, which is incorporated herein by reference D The Parties desire to have the Property developed as a high quality residential development consistent with Denton's Development Plan and Growth Management Strategy E The Parties acknowledge that there is now pending an ordinance to annex the Property to the City of Denton 11 4416 01016 NOW, THEREFORE, for and in consideration of the recitals set forth above and the covenants and undertakings hereinafter set forth, the Parties agree as follows Section I. Annexation, Land Use and Development of the Property Consent The Property Owner hereby conditionally consents to annexation of the Property to the City of Denton subject to the limitations contained in this agreement 2 Process of Zoning Application The Property Owner shall fully cooperate to assure that the City is able to process and take final action on its application for establishment of a Planned Development District prior to the effective date of the annexation of the Property Consideration of Planned Development Ordinance Prior to the effective date of any ordinance annexing the Property to the City, the City Council shall consider and take action on an ordinance proposing to establish a planned development district (PDD) for the Property in response to the Property Owner's proposed request for amendment of the zoning ordinance, utilizing procedures mandated by state law and City ordinance Such ordinance, if adopted, shall take effect simultaneous with the effective date of the annexation ordinance, provided, however, that in no event shall the City establish the effective date of the annexation of the Property beyond the last date for annexing the land under the procedural requirements of state law 4 Petition for Disannexation In the event that the City Council fails to enact an ordinance establishing a planned development district for the Property that contains provisions substantially similar to those in the application attached as Exhibit B hereto, the Property Owner may petition for disannexation of the Property Denton hereby consents to the Property Owner's right to request disautexation of the Property in part or in whole and agrees to duly consider such 4416 01077 request 5 Development Under Denton's Regulations The Property Owner shall develop the Property in compliance with Denton's zoning, subdivision and development regulations In the event of dis-annexation of the Property, Denton's subdivision and development regulations shall apply to the development of the Property in accordance with applicable law 6 Provision of Facilities a Open Space Simultaneous with approval of a final plat for the first phase of the development, the Property Owner shall dedicate at least fifty (50) acres of land for use as a regional detention pond, other drainage facilities, and open space facilities for the Property, in the general location and under the specific conditions outlined in Exhibit C which shall constitute satisfaction of the City's parkland dedication requirements b School Site The Property Owner shall designate two school sites in its conceptual plan of development for use by the Argyle Independent School District one site approximately ten (10) acres in size and one site approximately fifteen acres in size If a planned development district is approved for the Property, each school site may be used for single-family residences in the event the school district does not acquire such site c Road Improvements The Property Owner shall dedicate sufficient right- of-way to Denton County for improvement of Crawford Road at the time of approval of the final plat for the first phase of the development d I_provement Agreement The specification of improvements and the 4416 01078 riming of installation shall be addressed in a subdivision improvement agreement for the property H. Provision of Municipal Services to the Property Municipal Services —Generally Denton shall provide general municipal services to the Property in accordance with the annexation Service Plan, which is attached hereto as Exhibit B and which is made a part hereof by reference Water Service Denton shall extend City water lines and provide other water facilities of sufficient capacity to serve the development of the Property, as authorized in the planned development district The description of the improvements, their capacity, estimated costs and the formula for allocation of costs to the Property is set forth in Exhibit D attached hereto and made a part hereof by reference Thereafter, Denton shall be the sole provider of water services to the Property The Property Owner or its successors -in -interest shall pay impact fees for water treatment after the date that the water lines are made available to serve the development, at rates as then may be in effect The Property Owner and its successors-m- interest shall not be charged impact fees for water treatment for the first 250 residential building permits that are issued for development of the Property, or for the number of building permits issued prior to the date that Denton's water lines are made available to serve the Property, whichever number of building permits is greater The Property Owner's obligation to reimburse the City for the costs of water line extensions is set forth in par II 5 of this agreement Wastewater Service Denton shall extend City wastewater lines of sufficient capacity to serve the development of the Property, as authorized in the planned development district The description of the improvements, their capacity, estimated costs and the formula for 4416 01079 allocation of costs to the Property is set forth in Exhibit E attached hereto and made a part hereof by reference Thereafter, Denton shall be the sole provider of wastewater services to the Property The Property Owner or its successors -in -interest shall pay impact fees for wastewater treatment after the date that the wastewater Imes are made available to serve the development, at rates as then may be in effect The Property Owner's obligation to reimburse the City for the costs of wastewater line extension is set forth in par II 5 of this agreement 4 Interim Water and Wastewater Service Denton will cooperate with the Property Owner in procuring interim water and wastewater service from the Argyle Water Supply Corporation and the City of Argyle, respectively, to serve the development of the Property until the City's water and wastewater lines can be extended to serve the Property, which is estimated to be January, 2001 Agreements for provision of such services shall be solely between Denton and the interim service provider During the period of interim service, and until such time that Denton has extended water and wastewater facilities to the Property, an applicant who is issued a building permit for a single-family dwelling will not be charged an impact fee for water or wastewater treatment by Denton 5 Re pvment of Water and Wastewater Improvements The Property Owner agrees to repay its proportionate share of Denton's water and wastewater line extension costs, together with the costs of associated water improvements, in accordance with the following provisions a Denton shall compute the total costs of the water line extensions for the facilities serving the Property Interest charges, estimated to be 6%, shall be included, based upon a 15-year term for bonds issued Denton shall compute the Property Owner's share of the costs of water line extensions on a capacity basis by 4416 01080 multiplying the total costs of extending the Imes by a ratio equal to the number of Irving unit equivalents authorized for the Property by the total number of living unit equivalents for which the facilities are designed The Property Owner's share of such sum shall be converted to an annual payment for debt service ("annual water cost") The water cost per living unit equivalent for the Property shall be deternnned by dividing the total cost of the water line extensions by the total number of living unit equivalents to be served by the extension Total estimated water extension costs, the Property Owner's estimated share of the costs, the total number of living unit equivalents served by the extension, the estimated annual water cost, and the estimated water cost per living unit equivalent are set forth in Exhibit D In determining the costs of improvements and the amount to be reimbursed to the City, the actual costs of improvements and the actual interest rate shall be used in place of the estimates contained in Exhibit D It is understood and agreed that the Property Owner shall not be responsible for the costs of looping water lines on the Property other than as expressly provided for in this Agreement Denton shall separately compute the total costs of the wastewater line extensions for the facilities serving the Property and the City of Argyle Interest charges, estimated to be 6%, shall be included, based upon a 15-year term for bonds issued Denton shall compute the Property Owner's share of the costs of wastewater line extensions on a capacity basis by multiplying the total costs of extending the lines by a ratio equal to the number of living unit equivalents 4416 01081 authorized for the Property by the total number of living unit equivalents for which the facilities are designed The Property Owner's share of such sum shall be converted to an annual payment for debt service ("annual wastewater cost") The wastewater cost per living unit equivalent for the Property shall be determined by dividing the total cost of the wastewater line extensions by the total number of living unit equivalents to be served by the extension Total estimated wastewater extension costs, the Property Owner's estimated share of the costs, the total number of living unit equivalents served by the extension, the estimated annual wastewater cost, and the estimated wastewater cost per living unit equivalent are set forth in Exhibit E In determining the costs of improvements and the amount to be reimbursed to the City, the actual costs of improvements and the actual interest rate shall be used in place of the estimates contained in Exhibit E Denton shall establish separate escrow accounts for receipt of payments towards the annual water cost and the annual wastewater cost d At the beginning of each calendar year, after completion of the water and wastewater line extensions and for the term of this agreement, the Property Owner shall deposit with the City an irrevocable letter of credit or other sufficient security approved by the City Attorney for Denton in the amount of the total of the annual water cost and the annual wastewater cost Upon drawing of any letter or credit or surety so provided, the full amount of the letter of credit or surety shall be restored in full within thirty days thereafter At the time of application for a building permit for each dwelling unit to be 4416 01082 constructed on the Property, the applicant shall pay into the escrow accounts for water and for wastewater facilities established pursuant to subsection c an amount equal respectively to the water cost per living unit equivalent ("water line charge") and wastewater cost per living unit equivalent ("wastewater line charge") Payment of such charges shall be considered a condition of building permit issuance f One month prior to the date for making each annual debt service payment, Denton shall determine whether funds in each escrow account are sufficient to pay the annual water cost and the annual wastewater cost respectively To the extent that the water line charges or wastewater line charge collected are insufficient to pay such amount, Denton shall notify the Property Owner of the deficiencies in either account, if any In determining whether sufficient funds exist, the City shall take into account any excess payments of water line charges or wastewater line charges for preceding years If the Property Owner does not contribute the deficiency to the escrow accounts within ten days of receipt of notice under this subsection, the City may draw upon the applicable letter of credit or other security deposited with the City g Funds deposited into escrow with the City pursuant to this section may be used to pay the costs of or debt service on the City's obligations to fund the water and wastewater improvements identified in Exhibits D and E h At the time that 90% of the building permits for the residential units authorized for the Property under the planned development district regulations 4416 01083 have been issued, the Property Owner shall become obligated to repay to the City the entire unpaid cost remaining for the water and wastewater lines no later than the time of the next payment due on the bonds Upon issuance of the building permit for the dwelling unit constituting the threshold identified in this section, the City will notify the Property Owner that the remaining debt is due and owing i The Property Owner shall be responsible for a pro-rata share of the cost of other water improvements needed to serve the Property, including a booster pump and a ground storage facility proposed to be located on the property At the time that bids are entered for such facilities, the City shall compute the Property Owner's share of the costs, based upon a capacity analysis, and shall notify the Property Owner that such costs are due and owing prior to issuance of additional building permits for the Property Dedication of any portion of the Property for location of such facilities, if any, together with payment of the pro rats, share of the costs of improvements, shall be credited against impact fees for water treatment facilities, in the manner provided under the City's impact fee regulations i The Property Owner shall be responsible for all on -site costs of water and wastewater improvements except those identified in Exhibits D and E, provided, however, that Denton will participate in the costs of improvements that have been oversized in accordance with standard City practices III. General Provisions 1 Fact Fee Waiver Property Owner hereby expressly waives any protest, claim or contention that any provision of this Agreement constitutes or authorizes the imposition of an W 4416 01084 impact fee in contravention of Texas Loc Gov't Code ch 395 Remedies The Property Owner's failure to renew annually any letter of credit or other security required by this Agreement, or failure to restore the amount of any letter of credit or other security in full following Denton's drawing upon such instrument within the applicable time period, as required by par II 5 hereof, shall be considered a default under this Agreement and a breach thereof, and shall cause the entire unpaid amount of the Property Owner's share of the cost of the water line and wastewater line extensions to become due and owing b The full amount of the Property Owner's share of the costs of Denton's water and wastewater line extensions to serve the Property, as set forth in Paragraph II 5 of this Agreement, shall constitute a lien on the Property, which shall have priority over all other liens Property Owners shall cause directly or indirectly to be placed upon the Property Property Owner shall execute any documents that may be reasonably required by the City Attorney to establish this lien Such documents shall be recorded in the deed records of the County Clerk, Denton County, Texas (1) Property Owner shall not allow any other obligations to be placed on the Property which have priority over this lien without Denton's written consent Any attempt to place a lien on the Property that has priority over the lien provided for in this subsection shall constitute default under this Agreement and shall cause the entire unpaid balance of the 10 4416 01085 obligation secured by the lien to become due and payable (2) In the event of default under subparagraph (a) or subparagraph (b)(1) of this section, Denton shall have the right to foreclose the lien in the manner and to the extent provided by law (3) Upon satisfaction of obligation to pay the annual water cost and the annual wastewater cost as provided for in par II 5 hereof, at the time for annual renewal of the letter of credit or other surety, the Property Owner may apply for and Denton shall grant a reduction in the amount secured by the lien equal to such annual costs The Property Owner or its successors-m-interest also may request and Denton shall grant a partial release from the hen for any lot or tract included within the Property for which water and wastewater line charges have been paid pursuant to par II 5 e In no event, however, shall the value of the portions of the Property then subject to the hen be less than the amount of the Property's Owner's unpaid share of the combined water line extension costs and wastewater line extension costs (4) The provisions of this subparagraph III 2 b and paragraph II 5 of this agreement shall be Denton's sole remedy for breach of the Property Owner's obligations set forth in par II 5 Except for any remedies expressly provided under subsections (a) and (b), which shall be exclusive, the Parties to this Agreement also shall be entitled to any other remedy available at law or in equity, including the right to specific 11 4416 01086 performance of this Agreement or any provision hereof in the event of breach or attempted breach Notice Any notice, demand or other communication required to be served on any Party hereunder shall be void and of no effect unless given in accordance with the provisions of this Section All notices shall be in writing and shall be delivered personally or sent by overnight couner service, by certified or registered mail, postage pre -paid, or by facsimile transmission Notices shall be deemed received, in the case of personal delivery, when delivered, in the case of overnight couner service, on the next business day after delivery to such service, in the case of mailing, on the third day after mailing (or, if such day is a day on which deliveries of mail are not made, on the next succeeding day on which deliveries of mail are made), and, in the case of facsimile transmission, upon transmittal during normal business hours All notices, demands and other communication shall be given to the parties hereto at the following addresses Each party may change to address and the designated recipient to which notice may be sent to that party by given notice of such change in accordance with this Section Denton Herbert L Prouty, Denton City Attorney 215 E McKinney St Denton, TX 76201 Property Owner Violet Properties Associates, L P c/0 Keith McGlamery Jenkens & Gilchrist 1445 Ross Ave, Ste 3200 Dallas, TX 75202 cc Huffines & Partners, Inc Att'n Donald Huffines 8222 Douglas Ave, Ste 660 Dallas, TX 75220 Successors & AsEigns This Agreement shall be binding on and inure to the benefit 12 4416 01087 of each and every party to this Agreement, and their successors, officers, employees, assigns, agents, and legal representatives It is specifically understood and agreed that the obligations of Property Owner hereunder shall run with the land and shall be binding on any successor owner or owners of the Property Upon the sale or conveyance of all interest in the Property, the selling or conveying Property Owner shall be released in writing by Denton from any and all obligations hereunder upon the occurrence of any one of the following conditions (1) either the selling or conveying Property Owner or party which will be the successor Property Owner has provided an an excrow or other security reasonably acceptable to Denton securing the payment of the entire unpaid obligations under Paragraph II 5, (2) the value of the undeveloped portion of the Property at the time of such sale or conveyance has a fair market value at least two times the amount of the unpaid obligation under Paragraph II, (3) Denton has reasonably determined that the party which will be the successor Property Owner has creditworthiness not less than the creditworthiness of the selling or conveying Property Owner, or (4) Denton has otherwise approved the release of the selling or conveying Property Owner 5 Duty to Effect If this Agreement should be held invalid or unenforceable in whole or in part, the Parties agree to employ every legal method, means or procedure available in order to effectuate the underlying purpose of the Agreement 6 Complete Agreement This Agreement constitutes the entire agreement between the Parties regarding the subject matter contained herein, supersedes any prior understanding or written or oral agreements or representations concerning the same, and can be modified only by a written instrument subscribed to by the Parties Each party to this Agreement warrants and represents that it has read the above and foregoing Agreement, and every word of it, and that it is 13 4416 01088 acting on its own free will and voluntarily, and that it is in no way relying upon any promise, warranty, representation or agreement of any kind whatsoever, made directly or indirectly, by any agent, employee, or attorney of the Parties hereto or any person or firm in privity with the Parties 7 No Influence nce The undersigned each warrant that no inducements have been made to any of them on behalf of the Parties released hereby, and that in deciding to release their claims and to execute this Agreement, each has relied solely and only upon their own judgment and the advice given to them by their attorney, whom they have selected Joint Preparation This Agreement shall be deemed to have been jointly prepared by all Parties hereto, and no ambiguity of this Agreement shall be construed against any party based upon the identity of the author of this Agreement or any portion thereof Applicable LawLaw This Agreement shall be governed by, construed and interpreted, and the rights of the Parties determined in accordance with the laws of the State of Texas, and venue of any dispute concerning this Agreement shall be tried in a court of competent jurisdiction sitting in Denton County, Texas 10 Statements Binding Statements and representations contained herein, including recitals, are to be considered contractual in nature and not merely recitations of fact 11 Severability In the event any one or more of the provisions of this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity shall not affect any other provision herein 12 Singular to Include Plural All references herein in the singular shall be construed to include the plural where applicable, the masculine to include the feminine and neuter genders and all covenants, agreements and obligations herein assumed by the Parties shall be deemed to be 14 4416 01089 joint and several covenants, agreements and obligations of the several persons named herein 13 Authority to Execute Each of the signatories to this Agreement represents and warrants that he is authorized to execute this Agreement and bind his principals to the terms and provisions hereof Each party warrants that any action required to be taken in order for this Agreement to be binding on it has been duly and properly taken prior to the execution of this Agreement, and that there are no other parties or entities required to execute this Agreement in order for it to have binding effect 14 Survival This Agreement and the representations, warranties, and covenants set forth herein shall survive the discovery of different facts and shall continue in full force and effect and be unaffected by the discovery of different or additional facts 15 Multiple Copies This Agreement may be executed in multiple counterparts, each which taken together shall constitute one and the same instrument and may be executed on separate signature pages 16 Authonty Delegated The Parties hereto mutually and simultaneously by these presents authorize and direct their respective attorneys to execute and deliver for entry such instruments as may be necessary to obtain the results contemplated by this Agreement 17 Recording Upon execution by all Parties, this Agreement shall be recorded in the Miscellaneous Deed Records of in the office of the County Clerk, Denton County, Texas 15 4416 01090 IN WITNESS WHEREOF, day offw 1999 D l ATTEST- v er W ers fty Secr tary APP�0 F Herbert L Prouty City Attorney STATE OF TEXAS COUNTY OF DENTON the Parties have executed this Agreement effective this the CI1 By ACKNOWLEDGMENT On this * day of 'I before me personally appeared Michael Jez, City Manager of the 'City of Denton, exas and acknowledgedlio me that he executed the foregoing instrument to his authorized capacity for and on behalf of tfie City of Denton 4 "TARY PUBLIVIN AND ANN FORSYTH FOR THE STATEOF TEXAS Notary Public, State of Texas My Commission Expires MAY 9, 2002 16 4416 01091 APPROVAL BY COUNSEL. Terry D Morgan U William'S Dahlstrom State Bar No 14454075 State Bar No 05316300 Terry Morgan & Associates Jenlans & Gilchrist Attorneys for the City of Denton Attorneys for Property Owner 17 4416 01092 PROPERTY OWNER - VIOLET PROPERTIES ASSOCIATES, L.P , a Delaware limited partnership By First Regency Enterprises, Inc , its General Partner By Gi6��l� 4t! / Name Robert H Rodg r�— Title Vice President STATE OF NEW YORK COUNTY OF LK On this 0 uay of June, 1999, before me personally appeared Robert H Rodgers, Jr , Vice President of First Regency Enterprises, Inc , a Delaware lmuted partnership, General Partner of Violet Properties Associates, L P , a Delaware limited partnership, and acknowledged to me that he executed the foregoing instrument in his authorized capacity for and on behalf of said limited partnership ALI80N E VAZte of NO t /, / l NotaryNo OI, State of NewYoA r V � 1� No OtVA5082616 �� Oualdiedin Suffolk CounH Notary Public In and For The ate o New York commisinin Expires Jury 28.188�v [SEAL] Printed or Typed Name of Notary My Commission Expires YS� REDAL 200067 1 40989-Mi r EXHIBIT "A" 4 416 01093 LEGAL DESCRIPTION 502.880 ACRES BEING A 502.880 ACRE TRACT OF LAND SITUATED IN THE WILLIAM SMITH SURVEY, ABSTRACT NO 1182 AND 1187, THE MARY SMITH SURVEY, ABSTRACT NO 1181, THE SPENCER GRAHAM SURVEY, ABSTRACT NO.468, THE B.B.B. & C.R.R. SURVEY, ABSTRACT NO.158, AND THE E PIZANO SURVEY, ABSTRACT NO.994, DENTON COUNTY, TEXAS AND BEING PART OF TRACT I CONVEYED BY DEED TO VIOLET PROPERTIES ASSOCIATES, L. P., RECORDED IN COUNTY CLEWS FILEOo 0' 98- 019205, REAL PROPERTY RECORDS, DENTON COUNTY, TEXAS' SAID ACRE TRACT, WITH BEARING BASIS BEING THE MOST EASTERLY LB S� TRACT I, BEING MORE PARTICULARLY DESCRIBED BY METES FOLLOWS: BEGINNING AT A 1/2" IRON ROD FOUND FOR THE NORTHWEST CORNER OF SAID TRACT I, SAID POINT BEING ON THE SOUTHEAST RIGHT-OF-WAY LINE OF INTERSTATE HIGHWAY 35-W (A VARIABLE WIDTH RIGHT-OF-WAY); THENCE, DEPARTING SAID SOUTHEAST RIGHT-OF-WAY, ALONG THE COMMON LINE OF AFORESAID TRACT I AND THE SOUTH LINE OF TRACT II CONVEYED BY SAID DEED TO HILLWOOD/McCUTCHIN, LTD.RECORDED FFOL OWING THREE P 678, DEED RECORDS, DENTON COUNTY, TEXAS, COURSES AND DISTANCES: SOUTH 89 DEGREES 57 MINUTES 58 SECONDS EAST, A DISTANCE OF 274.15 FEET TO A 1/2" IRON ROD FOUND FOR CORNER; SOUTH 00 DEGREES 27 MINUTES 57 SECONDS WEST, A DISTANCE OF 497 64 FEET TO A 1/2" IRON ROD FOUND FOR CORNER; NORTH 89 DEGREES 58 MINUTES 18 SECONDS EAST, A DISTANCE OF 2290.42 FEET TO A 1/2" IRON ROD FOUND FOR CORNER IN JOHN PAINE ROAD ( A VARIABLE WIDTH PRESCRIPTIVE RIGHT-OF-WAY); THENCE NORTH 00 DEGREES 06 MINUTES 45 SECONDS WEST, WITH THE GENERAL DIRECTION OF JOHN PAINE ROAD, ALONG THE WEST LINE OF SAID TRACT I, AND THE EAST LINE OF SAID HMLWOOD/McCUTCHIN, LTD TRACTTI U, A DISTANCE OF SAID JOHN 3640 35 FEET TO A 1/2" IRON ROD FOUND AT THE INTERS PAINE ROAD AND JOHNSON ROAD (A VARIABLE WIDTH PRESCRIPTIVE RIGHT- OF-WAY), FROM WHICH A 60D NAIL BEARS NORTH 36 DEGREES 41 MINUTES 03 SECONDS WEST, A DISTANCE OF 9.38 FEET; 1%u)\WnIZWLKW2004011SDATAIDSNTONI"S May 28,1999 17. 4416 01094 THENCE NORTH 89 DEGREES 44 MINUTES 44 SECONDS EAST, WITH THE GENERAL DIRECTION OF JOHNSON ROAD, ALONG THE NORTH LINE OF SAID TRACT I, THE NORTHE"OST SOUTH LINE OF SAID HILLWOOD/McCUTCHIN, LTD TRACT II, AND THEI SOUTH LINE OF A TRACT OF LAND CONVEYED BY DEED TO ALBERT R. HUGHES,IRECORDED IN VOLUME 3129, PAGE 752, DEED RECORDS, DENTON COUNTY, TEXAS, A DISTANCE OF 3083.72 FEET TO A 1/2" IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID TRACT I, AND THE NORTHWEST CORNER OF A TRACT OF LAND CONVEYED BY DEED TO L Z BROWN, RECORDED IN VOLUME 290, PAGE 382, DEED RECORDS, DENTON COUNTY, TEXAS, THENCE SOUTH 00 DEGREES 28 MINUTES 34 SECONDS WEST, ALONG THE EAST LINE OF SAID TRACT I AND THE WEST LINE OF SAID BROWN TRACT, A DISTANCE OF 2769.75 FEET TO A 5/8" IRON ROD FOUND AT THE SOUTHWEST CORNER OF SAID BROWN TRACT AND THE NORTHEASTERLY INTERIOR ELL CORNER OF SAID TRACT I; THENCE SOUTH 88 DEGREES 19 MINUTES 00 SECONDS EAST, ALONG THE COMMON LINE OF SAID TRACT I AND THE SOUTH LINE OF SAID BROWN TRACT, A DISTANCE OF 2347 45 FEET TO A 1/21, IRON ROD FOUND FOR THE NORTHEAST CORNER OF SAID TRACT I AND THE SOUTHEAST CORNER OF SAID BROWN TRACT, SAID POINT LYING ON THE WEST LINE OF A TRACT OF LAND CONVEYED BY DEED TO WILLIAM T SMITH AND WIFE, NONA SMITH, RECORDED IN VOLUME 284, PAGE 187, DEED RECORDS, DENTON COUNTY, TEXAS, THENCE SOUTH 00 DEGREES 32 MINUTES 58 SECONDS WEST, ALONG THE COMMON LINE OF SAID TRACT I AND SAID SMITH TRACT, A DISTANCE OF 148 29 FEET TO A ST RIGHT-OF-WAY OF LINE AFORESAID" IRON TEXASPIPE AND PACIFIC RAILROAD (D IN THE AW0OF 10 FOOT RIGHT -OF WAY) THENCE SOUTH 27 DEGREES 34 MINUTES 34 SECONDS WEST (BEARING BASIS), ALONG SAID NORTHWEST RIGHT-OF-WAY, A DISTANCE OF 1746 79 FEET TO A POINT INE OF CITY LMTS FOR THE CITY OF ARGYLE AS DESCRIBE D INYING OVOLUME N THE NORTH 388, DEED RECORDS$ DENTON COUNTY, TEXAS, THENCE NORTH 89 DEGREES 48 MINUTES 30 SECONDS WEST, OVER AND ACROSS SAID TRACT I AND ALONG SAID NORTH LINE OF THE CITY OF ARGYLE, PASSING AT A DISTANCE OF 4584.09 FEET THE NORTHERLY NORTHWEST CORNER OF SAID CITY OF ARGYLE AND CONTINUING IN ALL A TOTAL DISTANCE OF 4609.09 TO A POINT FOR CORNER IN WEST LINE OF AFORESAID JOHN PAINE ROAD AND BEINQ 25 FEET EAST OF TU WEST LINE OF THE CITY OF LIMITS OF THE CITY OF ARGYLE AS DESC$JBED IN SjUD INSTRUMENT, I VSLDIWILLOWLW82004WSDATAMENT0N FNS May 28,1999 18. 4416 01095 THENCE SOUTH 00 DEGREES 08 MINUTES 54 SECONDS EAST, WITH SAID WEST LINE OF'JOHN PAINE ROAD AND 25 FEET WEST OF AND PARALLEL -TO THE SAID WEST LINE OF THE CITY LIMITS OF THE CITY OF ARGYLE, A DISTANCE OF 767.10 FEET TO A POINT FOR CORNER, SAID POINT LYING 25 FEET NORTH OF THE NORTH LINE OF THE SAID CITY LIMITS OF THE CITY OF ARGYLE AS DESCRIBED IN SAID INSTRUMENT; THENCE SOUTH 89 DEGREES 57 MINUTES 52 SECONDS WEST, WITH THE NORTHERLY LINE OF CRAWFORD ROAD (A VARIABLE WIDTH PRESCRIPTIVE RIGHT-OF-WAY) AND 25 FEET NORTH OF AND PARALLEL TO THE NORTH LINE OF THE SAID CITY LIMITS OF THE CITY OF ARGYLE AS DESCRIBED IN SAID INSTRUMENT, A DISTANCE OF 2350.87 TO A POINT FOR CORNER IN THE EAST LINE OF A TRACT OF LAND CONVEYED BY DEED TO JOE T. SIMPSON AND SPOUSE, BARBARA J. SIMPSON, RECORDED IN VOLUME 3097, PAGE 570, DEED RECORDS, DENTON COUNTY, TEXAS; THENCE NORTH 00 DEGREES 06 MINUTES 15 SECONDS EAST, ALONG THE WEST LINE OP SAID TRACT I AND THE EAST LINE OF SAID SIMPSON TRACT, A DISTANCE OF 372 84 FEET TO A 5/8" IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID SIMPSON TRACT; THENCE NORTH 89 DEGREES 47 MINUTES 03 SECONDS WEST, ALONG THE SAID WEST LINE AND THE NORTH LINE OF SAID SIMPSON TRACT, A DISTANCE OF 199 88 FEET TO A 1" IRON PIPE FOUND AT THE NORTHWEST CORNER OF SAID SIMPSON TRACT IN THE EAST LINE OF A TRACT OF LAND CONVEYED BY DEED TO JED ARTHUR COOPER AND WIFE, CAROL JOY COOPER, RECORDED IN VOLUME 3097, PAGE 459, DEED RECORDS, DENTON COUNTY, TEXAS; THENCE NORTH 00 DEGREES 12 MINUTES 13 SECONDS EAST, ALONG SAID WEST AND EAST LINES, A DISTANCE OF 428.63 FEET TO A 1/2" IRON ROD FOUND AT THE NORTHEAST CORNER OF SAID COOPER TRACT; THENCE SOUTH 89 DEGREES 43 MINUTES 30 SECONDS WEST, ALONG SAID WEST LINE, THE NORTH LINE OF SAID COOPER TRACT, AND THE NORTH LINE OF A TRACT OF LAND CONVEYED BY DEED TO DOUGLAS TURNER AND WIFE, JEANETTE, RECORDED IN VOLUME 643, PAGE 443, DEED RECORDS, DENTON COUNTY, TEXAS, A DISTANCE OF 437.36 FEET TO A 2" IRON PIPE FOUND IN THE EAST LINE OF TRACT IV CONVEYED BY DEED TO HILLWOOD/MCCUTCHIN, LTD, RECORDED IN VOLUME 2470, PAGE 678, DEED RECORDS, DENTON COUNTY, TEXAS, THENCE NORTH 00 DEGREES 28 MINUTES 31 SECONDS WEST, ALONG SAID WEST I ISLD\W MLOWLK\982004011SDATA\DEM ON.FNS May 29,1999 19. 4416 01096 LINE AND THE EAST LINE OF SAID TRACT IV, A DISTANCE OF 499 36 FEET TO A V IRON RO� FOUND IN THE AFORESAID SOUTHEAST RIGHT-OF-WAY LINE OF INTERST TE HIGHWAY 35-W (A VARIABLE WIDTH RIGHT-OF-WAY); THENCEIALONG SAID WEST LINE AND SAID SOUTHEAST RIGHT-OF-WAY, THE FOLLOWING THREE COURSES AND DISTANCES NORTH 29 DEGREES 23 MINUTES 45 SECONDS EAST, A DISTANCE OF 692.68 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER; NORTH 23 DEGREES 59 MINUTES 37 SECONDS EAST, A DISTANCE OF 201.38 FEET TO A CONCRETE MONUMENT FOUND FOR CORNER; NORTH 29 DEGREES 23 MINUTES 41 SECONDS EAST, A DISTANCE OF 50 58 FEET TO THE POINT OF BEGINNING AND CONTAINING 502.880 ACRES OF LAND, MORE OR LESS, SURVEYORS CERTIFICATE I, MICHAEL J BAITUP, REGISTERED PROFESSIONAL LAND SURVEYOR IN THE STATE OF TEXAS, DO HEREBY CERTIFY THAT THE HEREON LEGAL DESCRIPTION ACCURATELY REPRESENTS THE DESCRIBED PROPERTY AS DETERMINED BY A SURVE, ..: ODE ON THE GROUND UNDER MY DIRECTION AND SUPERVISION AND 5/8" IRON RODS CAPPED "CARTER & BURGESS" HAVE BEEN SET AT ALL BOUNDARY CORNERS, UNLESS OTHERWISE NOTED. THE MONUMENTS OR MARKS, SET, OR FOUND, ARE SUFFICIENT TO ENABLE RETRACEMENT. DA' REGISTIERED PROASSIONAL LAND SURVEYOR TEXAS REGISTRATION NO 4574 I\SLD\WII.LOWLK\98200401\SDATA\UENTON FNS May 28,1999 11, 20. 4 416 01097 Exhibit B (To Annexation Agmt. ) DRAFT ANNEXATION SERVICE PLAN: TRACTS #19 #2, & #3 CASE NUMBER: A 82 AREA: 472 Acres LOCATION: In the far southeastern section of the City of Denton ETJ, in the vicinity of Crawford Road, Interstate Mghway I-35W, and U S 377 Municipal i services to the site described above shall be famished by or on behalf of the City of Denton, Texas, at the following levels and in accordance with the following schedule A. Police Protection In the short term, the Police Department can provide service to Tracts #1, #2, and #3 using existing resources, resulting in response times consistent with other undeveloped perimeter areas of the city In the longer term, the Police Department estimates that service can be provided within average response times for the City as a whole, with the addition of 24 sworn and 8 non -sworn personnel, phased in proportion to population growth within the annexed tracts B. Fire Protection and Emergency Medical Services Fire service will be available though existing facilities during the interim period when the annexation tracts remain for the most part undeveloped A new Fire Station #7 will be needed in the future to provide service to the annexed tracts, to be located in the vicinity of the I-35W / F M 2449 intersection The City of Denton Fire Department Five -Year Strategic Plan is scheduled to be presented to City Council on March 30th, 1999 The plan will provide additional detail regarding proposed fire and emergency service delivery to all parts of the city, including Tracts #1, #2, and #3 C Water / Wastewater Services Current City of Denton CIP funding is programmed for the construction of a 20-inch water line extension that will reach the Hills of Argyle subdivision on U S 377 The line will be extended further south to Tract #3 in a subsequent phase Construction of these improvements will begin within, 2 years and will be completed within 4mh years Development within Tract #3 is expected to run the line west to I-35W The property owners of Tracts #1 and #2 will be expected to extend water lines from I-35W to deliver water for development Interim water service options are available Wastewater service will be made available throupa eitht r extensions from the Hickory Creek interceptor sewer system'or through on -site treatment plants that arrt owned, operated, and maintained by the City of Denton See Annexation Service Analyses for further oatlul D. Stormwater Drainage Sen ices Drainage improvements will be made by property owners at the time of development Maintenance will be the responsibility of the City of Denton, supported as a function of water and wastewater fiord transfers paid by rate payers E. Solid Waste Collection and Disposal Solid waste service are available to the annexed tracts Existing contracts between customers and private waste haulers will not be disturbed Equipment and personnel needed to serve new development will be added in proportion to growth in the customer base F. Electric Utilities Electric service will be made available upon request to all of the property within the areas being annexed G. Parks and Recreation Services Neighborhood parks will be provided as residential growth occurs, as per the City of Denton Park Dedication Ordinance One community park will be needed in the longer term The community park and additional personnel will be funded as appropriate through city funds H. Streets and Roads Crawford and Florence Roads, located on the perimeter of Tract #1, will not be annexed, and will remain the responsibility of Denton County Johnson, John Paine, and Allred Roads in Tract #3 will be upgraded by private development, and ultimately maintained by the City of Denton F M 1830 (Country Club Road) is a state facility and will be upgraded and maintained by the Texas Department of Transportation (TXDOT) L Building Inspections / Code Enforcement Services Services are available now for the areas to be annexed Additional personnel will be dedicated to the areas to be annexed as dictated by growth L Library Services The Library Master Plan will determine the appropriate method of service delivery for all areas of the city, and is near completion The plan will be presented to City Council in late April 1999 EXHIBIT "C" rr tngle-family land uses and outer uses permitied in 'SF-7"', One Famiiv and neighborhood friendly Car traffic will be Dwelling District. The development shall be designed to be pedestrian discouraged and biking and walking will be encouraged. Neighborhood centers will be uti'ltzed to draw the with the final plats showing the plantings for tie community ogather. The Deveioper must submit a landscape plan landsscaped area adjacent to any street. CONCEPTL & Development must conform to the Development Plan attached hereto and incorporated herein as Exhibit "A" Maximum number of single-family lots of 1,875 (3.72 lots per acre): 150 Mrnir4U : 8,400 square feet or larger lot size 47 600 Minimum: 7,000 square feet or larger lot arze �. Balance 5,500 square feet or larger lot size _ t7% Mtn Lot Size 8,400 sf 5500 sf , 7,000 s� Min Lot Width- Depth- 70' d0, S0' _ d4i! �19=14i CD Min Lot Bldg Coverage 50% 0 50% Open Space per Lot 20% 0 20% 20% Front yard set -back. 25' 20' 20' Rear yard setback. 20' 15' 10, Side yard set -back 7' 5+ 5 , Max Height 36' 36' 36' Enclosed Garages: 2 car 2 car (Attached or detached, cannot extend in 2 car front of house Must be flush or behind) o Masonry regwr meat' 80% 80% $0% '$0% of the surface area of all exterior wells excluding dormers, gables, porches' windows, doors, and bay windows Masonry includes brick, stone, stucco, dryvut, hardy plank or other concrete product. Detached living, quarters Allowed Allowed Allowed or home office Alleys Not required Not required Not required t qtQ SCAM c3_ Landscape requirement per existing City Ordinance but each lot must plant at least (1) 4" tree measured W' above the ground in the planting area between the stdewaik +ad the street. RQ&M The pemncter collector roids will conform to the Draft Denton Comprehensive Plan fe. residentisl avenue collector streets, t single-fLmuy residential rear yard fimtage (no access) v'dl be allowed. 'The one into sal collector road, wlu�wflt access the school and neighborhood center, wrU be cc}tistiuct,d using the City's current ordinance except for the Ulowmg: 65 foot R.O.W., two 0' planting areas adjacerh'to do curb' one side of the road Intemal residential streets will be atult will have an 8' sidewalk and there will be a 5 side willhave4' area between the sidewalk and street paving Some according to existing orduumces; except planting circles, as described in the Draft Denton Comprehensive Plan, shalt be gv— T Trails located on residential streets shall be l wade aarks,ilak lakes, and open space or side of a street, no sidewalk is required on the opposite side Trails located along p between lots shall be of a width and material (material less intrusive and less expensive than concrete) agreed :o between the Parks Department and Developer. Trials shall lead to the neighborhood centers, schools, parks and op. -- spaces GENERAL All sidewalks shall be 5' wide unless designated a trasl All mailboxes, street signs and light poles will be "themed" to match and differennate the development. The Developer or a builder m the protect is allowed to install three 3 1 sib advertising the development One on I-35W and two (2) on S H 377 measurm �1.'-14_x Allow the installation of entry features (signage) and landscaping in the City R.O W and other stuns «r..c^ Provide water to the H O A at cost No City fees required for any improvements built for the H O A .9 O O O 4416) 01102 v 4416 01103 �M- 1. Goal Protect individual sites or aspects of areas identified as being of historical sigmficance 2. Strategies The city will encourage voluntary landmark designation as a vehicle to protect sites with histoncal significance In those cases where structures located in the downtown area do not quahfy for historic designation, encourage use of Property Appearance Guidelines when renovating, to maintain a consistent and aesthetic atmosphere. When improving infrastructure within historic districts, efforts will be made to identify and presen e historically significant features Infrastructure construction will be reviewed by participating de- partments prior to performing work 1. Goal Protect remaining archeological resources 2. Strategy Steps should be taken to ensure that important remains and artifacts are not disturbed whenever possible. In some instances, mitigation may be achieved supply through documentation rather than complete preservation The presence of archaeological remains and artifacts may not necessanly prevent development of a site Section 15 The Street The "Street" can be defined as the most important, enduring public space that determines our urban environment The "Street' should be comfortable and enjoyable, as well as provide efficient movement of people and goods The "Street' is the single largest public space in the City and should be acknowledged on that level n The street should complement the distinctive character of the neighborhooL or district while providing connections to adjoining neighoorhoods ■ Formation of the Street will include prtscnptive standaras, which specify exactly how a facility is to be built and performance standards that describe the objectives a facility will meet Our "Streets" need to be aesthetically and environmentally pleasing and sensitive to local situations and needs C\My Documents\ConTmhennveP1sn\Pub11c Renew Edidon EXHIBITX V 84 M ■ Costs should be based on consideration of life cycle costs, level of service, and level of nsk and impact of facility failure ■ The "Street" has a major impact on creating development that is sustainable, facilitating a walkable community, and creating a pleasant and nurturing environment for our citizens ■ By better distributing the cost per household through increased densities, the cost benefits of these new street requirements outweigh the initial costs and in fact the per dwelling unit cost is lower than conventional development Public benefits include reducing the burden of the infrastructure and the tax base as well as increasing in infrastructure sustamability ■ The large lot street section is basicly the same as currently used in residential developments ofall densities ■ Reductions in residential speed limits are included benefits along with reductions in street Pavement widths, strengthened pedestrianism, traffic calimng useage and safety factors In recent history, Denton has developed exclusively on the back ofthe single occupant vehicle Suburban sprawl has impacted our highways and City roadways as people find their way through Denton on regional trips or mto Denton from outlying areas The largest single issue we face is reducing the need to continually expand the Transportation Roadway System The best available solution is to embrace dense, more compact development such as the Urban Village concept where trips are satisfied internally using Multi -Modal Transportation Modes I. Street Development Streets are generally classified into Freeways, Major Arterials, Secondary Arterials, Collectors and Local/Residential Streets Each of these Roadway Classifications has unique street sections, amenities and associated infrastructure The development of these sections need to provide the basis for sustainable development Neighborhood streets should be designed in an mtErconnected or lied system with smaller blacks and more dense development (Figure 1¢ 1 ) The mterc3nnecied system provides multiple routes that difitiseautomobde traffic, and also shorten walking distances The pattern keeps local traffic off regional roads Figure 16.1 Grid Pattern Development cWyD0"n nts\CompeehansIvePlmlPubHcReviewEdibon EXIBITXC— 85 0 and regional 4 4 June 22. 1995 traffic off local streets The streets in a neighborhood need to be Public Revle%i Edinun equitably for pedestrian eomfort and automobile movement Slowing pedestrian activity encourages fined to provide as referenced m the Traffic C the casual meetings that form the bonds ofa co autonity mobile and increasing de -sacs are not allowed altth nlrig policy should be designed into new subdivisions Add�itonail �g Y, cul- Thls proposal addresses the separation caused by the conventional " by moving the home toward the street using ranch home" or "estate lot" concept structures to be set at a specific line g build -to Imes from the n structures with the creation specific Parallel to the street The existing gsetba k criteria Build -to hues require eraction because of the separation of the home m thtreare et not compat- Special residettUal lot conditions at block ends may not faces onto a green or community space and there is alley require street frontages where the front yard n ss to the property. Supplemental parking Is required m this ac- instance within the block L Residential Alley New neighborhoods and distracts with lots less than 10,000 square feet will use public alleys forprimary access (Fig_ ure 16 2). The alley will be dedicated to the acre Solid Waste service will work to serve from the alley The alley also serves as fire protection access 2. Residential Lane This street is designed to reduce the Impermeable area from current standards while providing for ba- sic access needs (Figure 16.3) This street section or the Residen. tial Street may be used at the dis- cretion of the designer • Alleys required ■ Use with lots less than 10,000 SF Ingress & egress from rear lot lines ■ No on -street parking al. lowed • Supplemental parlang in. sets required within the block or block ends C \My DxumennlComprehouvaPlenUyyliapmewEdit= Ya CI j Rear Figure 16.2 Residential Alley Figure 16.3 Residential Lane EXMBIT,e v 86 ■ non 3. Residential Street This street is designed to reduce the Impermeable area from current stan- dards while providing for basic ac- cess needs (Figure 16 4) T1us sheet section or the Residential Lane may be used at the discretion of the de- signer ■ Alleys required ■ Use with lots less than 10,000 SF ■ Ingress & egress from rear lot Imes ■ Parking allowed one side 4. Large Lot Street The large lot (10,000 SF or more) street allows on -street parking on both sides with the travel lane in the middle (Figure 16 5) Use of Pervious materials for private car storage and shared driveways is fa- vorable ■ Similar to current residen- tial street section ■ No alleys ■ Ingress & egress from shared driveways ■ Parking allowed both sides of the street f 6' Mur, served i Planting Area 44 Feet Figure 16.4 Residential Street f 6' Mis- r �Merved i Plannng Area 5 I 28 Feet 50 Feet Figure 16.5 Residential Large Lot Street 5. Rural/Suburban Street On the outskirts of the City's urbanizing area, this street section will be utilized for properties subdi- vided into one acre or more This section will remain the same with 24 feet ofpavement and borrow ditches along either side of the pavement C Vdy Docun=tslCotnimhensrvePlan\Pubbc Review Edition EXHIBIT f1C -�— 87 0 6. Courtyard Street The courtyard street is designed for use with either small or large lot develop- ment (Figure 16 6) The Courtyard —1 Street block length is no more than 150 Ij feet to facilitate fire service No lots All will have frontage at the ends of the `y courtyard so that clear pedestram pas- i small Lora sage and view corridors can be used to Allowed connect to these systems--- ■ One-way street section ■ Alley used for small lots ■ Ingress & egress from shared driveways at large lots ■ Supplemental parking required ■ Access to path system required at courtyard end ■ No private lot frontage at end of courtyard 7. Neighborhood Sidewalks, Land - with Alley Access Street Access Path Figure 16.6 Courtyard Street scaping and Visibility The sidewalk section for all residential cross sec- tions will be 5' to allow two persons to walk to- gether(Figure 16.7) Sidewalks and crosswalks will include alternative pavmg materials such as concrete and pervious paver materials to promote aesthetics that blend into the neighborhood concept versus the starkness of concrete The sidewalk section will be placed at the right-of-way, line to separate pedestn- ans from vehicles and to aid in connecting the resi- dential structures The residential sidewalks are ex- pected �to connect to other sidewalk systems and trails All of the proposed residential sections will provide a minimum 6' landscaped area between the sidewalks and the curl, Street trees will be placed in this area along with otherneighborhood specific IandscapmL, to est;blisl+ the character or theme of that district Comer cl.ps for residential streets will be 15' Figure 16.7 Sidewalks, Landscaping and Visibility Lots Allowed Shared )nvewnvc I 6' Reserved 'hating Area 5' Sidewalk C WY ooeu=ntr%COMMhen®vePlanTubhc Renew Mum EXHIBITX L gg M Collector streets will have multiple functions, all of which are different than residential streets Collectors have to play a major part in establishing the multi - modal system. The collector has to provide equal or better aesthetic features to maintain the character es- tablished in the residential areas Larger comer clips of 25' to 50' will be provided at intersections to en- courage lines ofsight, landscaping, and adequate room for utility transitions.TheResidential Collector collects the traffic from residential streets and takes it to im- nor destinations or to arterial streets. The lane width will be at the minimum allowed to promote slower speeds The collector streets complete the overall system connections ofthe grid patterns (Figure 15 1) defined in the residential streets The shorter block lengths and features such as traffic circles (Figure 16 8) will reduce speeds to encourage the feeling of safe interactions between the modes of transportation Traffic calming design techniques will be used on the residential col- lectors Access management re- quirements apply utilizing tech- mques like shared access, driveway separation, and comer clearances to again maximize capacity while improving the aesthetic character- istics Figure 16.8 Traffic CIrcle ■ Slow traffic, add interest and set a corner intersection by giving it a sense of place Street Design Features Right-of-way for the residential collectors will provide adequate Imes of sight and promote vertical sight clearance levels for landscaping Special right-of-way flares are encouraged to create special design features (Figure 16.9) such as seating areas, landscaping features, or public art along the linear sections Separations caused by the conventional retail and commercial will now be realized as mixed uses with vertical integration of offices, retail, and residential The urban village concept moves these types of structures to a determined line offset from the street nght-of-way edge which becor es the build -to line requirement (Figure 16.10) CVNyDocumenMComprehennvePlanTubbcReview Edinon EX$I ITA C— 89 0 Build -to Lines all structures must be placed at this line along front and side yard street frontages \ ! 62 tl„ old Figure 16.10 Build -To Lines I. Commercial Alley The Commercial Alley section (Figure 16 11) will be used to promote better view Imes, servicing, parking access and to separate the truck traffic from the mixed use customers The alley also serves as addi- tional fire access around the commercial strictures Figure 16.11 Commercial Alley 2. Residential Avenue The Residential Avenue will provide ' for an outside lane on each side for M, W Min \ - PIL parking use and two travel lanes in Reserved i I the noddle (Figure 16.12) No single Planting Are Area faintly front or rear yard frontages y j will occur along this collector street —�- 8' g+ g. Dnveway access will be to the rear 81 along the Residential Alley where attached housing or other uses oc- 64' cur along this street Figure 16.12 Residential Aven+•e M Parking both sales of the street ■ No single family front or rear yard frontages ■ Ingress and egress from the rear at the alley CWYDmumems\C,ompMhensrvePlan\PubHcRevimEdition EXIiIBIT�,K �— go ■ 3. Main Street/ Mixed Use Collector The Main Street/Mixed Use Col- lector will have standard lane widths to promote the flow oftraf- fic and blend the neighborhood commerciallnuxed use center traf- fic that includes service trucks (Figure 16 13). Access manage- ment regulations will apply to im- prove capacity and sight Imes Parking on both sides Single family residential lots front and rear yard frontages not allowed Ingress and egress from the rear at the alley 4. Commercial/ Mixed Use Center Collector Commercial/Mixed Use Center Col- lectors (Figure 16.14) will be pro- vided In commercial/mixed use cen- ters areas to address the need for in- creased capacity, trucks, and the in- teraction of the multi -modal trans- portation system These roadways will provide for four standard size lanes with no parking allowed At intersections with artenals, the right- of-way should be expanded to pro- vide adequate space for right turn lanes on and off the arterial Alleys will be utilized for servicing, park - mg access, and to seperate truck traf. fie from the typical user 70' Figure 15.13 Main Street / Mixed Use Collector to Figure 16.14 Commercial Center Collector ■ 2 travel lanes with parking or 4 lanes with no pamxmg allowed e Single family residential lots front and rear yard frontages not allowed ■ Ingm ess and egress from the rear at the alley C Wy Docutnenta\Comprehe=vePlanlPublic Reviewpdidoe EXHIBITX — 91 ■ 5- Miscellaneous Collector Issues •` Sidewalks willbe 8' wideplaced onbothsmdes to create Class Two Paths that would blend pedestrians and bicycle traffic (Figure 1615). Since one ofthe functions ofthe Class IIPaths is to carry bicycle traffic, the main surface of the walk should be concrete Concrete pav- ers orotherlike surface matenals maybe used when commereiaUmmxed use structures abut the right-of-way line in neighborhood or com- mercial mixed use centers Pavers, other similar paving materials, and those with rough textures that cause tire vi- Figure 16.17 Transit Oriented Design S.Al• rw Atii: iA Figure 16.15 Sidewalks Figure 16.16 Pavers bration will be used to enhance the aesthetic features at intersections, areas of interest, special nodes and corridors, at cross walks, at parks or transit areas, to call attention to the driver that their vehicle is in an intersection, and to alert drivers to slow their vehicles (Figure 16 16) Provisions will be made to incorporate transit onented design into the overall design of collectors Transit oriented design (TOD) features will be considered essential for high density attached hous- ing, mixed use and large retail or employment centers (Figure 16 17). Collector streets will also integrate a reserved plautmg area to provide opportunities for landscaping and district tunes for greerim C \My Dmumena Comprehennveplan\public Rmewadiuon EXiIIBIT W C 92 0 .R 4 Arterials are classified into Primary (Major) and Secondary Arterials are designed to cant' traffic across a district of town (secondary) or to provide major north/south or east/west routes across the city (ma- jor) All arterial streets should be divided with a median (Figure 16 18) Major Artenal 130' - 160' Right -of -Way Secondary Arterial 120' Right -of -Way Figure 16.18 Primary and Secondary Arterials ■ No parking allowed ■ Reserved planting in the median and along both sides of paved lanes ■ Limited ingress and egress through shared drives and connecting streets ■ Off-street parking to side or rear of structures ■ No residential front or rear yards adjacent to artenals ■ Bike lanes required ■ Transit nodes and bus queue jumpers ■ Special features 1- Arterial Lanes & Access Management Artenals will provide four lanes in the secondary classification and six lanes in the major classifica- tion The lanes shall be standard width except the out lane on each side will provide for an integrated bike lane The design of the intersection will blend the multi -modal nodes so that the transfers and interactions occur safely and efficiently Access management tools will direct the traffic at collector connections to the artonals and some minimized shared dnveway ^.onnections C1My D0cun=t3\C0mpmhenavePI&n\PubIfc Review EdIbon EXMBIT.A C,— 93 0 2. Bikes Lanes, Furniture & Transit stops The arterials will provide bike lanes on the out- side edges of the pavement by widening the lane several feet (Figure 16.19). Provisions will be made for transit oriented designs (TOD) mclud- mg transit stops, Park and rides, and other fea- tures. Bus Queue jumpers (special bus lanes through intersections) are desired at major inter- sections along arterial streets (Figure 16.20) Transportation furniture design should promote the use ofpubhc transit 3. Utilities, Walkways & Planting Areas The outerportion ofthe right -of --way will be used for utilities and pedestrian walkways Specific space will be provided for major utility lines in addition to the reserve for sidewalks and the plantmg area. Pedestrians will remam on the side- waU0 that reduce back down to 5, fivm the larger collector standards Figure 16.21 Corridors & Nodes Figure 16.19 Bicycle Lane Figure 16.20 Bus Queue Jumpers 4. Nodes & Corridors Artenals and arterial intersections will normally be con- sidered transportation comdors and nodes where special landscaping, pavement materials and other building re- quirements are part Of the overall presentation of the City of Denton (Figure 16 21). S. Freeways, Expressways & Interstates Note that Freeways, Expressway, and Interstates are to- tally under the jurisdiction of the Texas Department of Highways However, special design features along these corridors, nodes and entranceways to the City will re- quire special landscaping, pavement materials ar i bu,ld- ing requu-ements C.WYDoe M"t"Cq wgnmftbifeReviewEdidoe EA'HIBITX ,--, 94 ■ Oil When revitalization, reconstruction and street refurbishment efforts are planned, every effort will be made to reduce these sheet pavements, utilize traffic calming devices to slow traffic, update sidewalks or build new ones, and furnish landscaping where applicable. Sidewalks and planting areas may be established in the interim taking into account future plans for the area that include placement of these features Traffic cahnmg devices in the interim may be used to reduce traffic speeds with techniques such as reduced travel lane stripping or marking, rough pavement texture insets at intersections and along the street, and other methods that are effective in this regard. Use of new sheet standards is unpiicit where redevelopment, retrofit of existing neighborhoods, or reconstruction occurs. II. Utilities in the Street and Alley All utihtysystems will be designed with the original subdivision so that they can be constructed prior to placing the paving course on the street or alley The neighborhood centers subdivisions will have alleys. Alleys allow the design of "WET" utilities under the street and "DRY" utilities under the alley Utilities are not to be placed in the reserved land- scape or planting area All utilities, other than transmission and feeder Imes, will be underground. I. Wet Utilities Sewer ,lines will be placed at the centerline of the street with water lines on one side and storm sewers on the other side depending on site specific conditions Utility Department Policy encour- ages the placement of water on the north and east sides where possible Gas would be placed under the sidewalk on the north or east side as well 2. Dry Utilities Electric, telephone, cable TV, fiber optics, and other similar utilities will be placed in a duct system where some reserves are made for future expansions by new companies or reworkstupgrades by existing companies. Service Connections will be consolidated except in extreme circumstances or where there is an odd number of structures being served This requires use of joint trenches and Placing lines within a set prescribed area instead of the continuous separation across the entire lot This is particularly critical for small lot, attached housing, clustered and compact developments 3. Special Lot Conditions Large lot districts and neighborhoods will have all utilities in the front nght-of-,va; The WET utilities will be placed like the small lot blocks and neighborhoods The DRY utiht:es would be placed in a duct'oank (witi expansion room) under the sidewalk opposite the gas line .service Imes will be consolidated as much as possible to maximize the area where undisturl: ed landscaping and aesthetic Improvements occur All utilities, other than transmission and feeder Imes, will be under- ground CWyDaUn=tIlCOMM6nRV4piv,ftbltcRaW.wEdmon EXMITj1(C— 95 0 Utilities in the Collector Street right-of-way will be placed as described in the large lot district or neigh- borhood of Residential Streets. Utilities are not to be placed in the landscape or planting area. All, utilrties� other than transmission and feeder lines, will be underground. Many artenais will have to provide adequate room for transmission or feeder lines A specific location will be provided for these on major and secondary arterials. The nght-of-way will contain the landscape reserve and sidewalk reserve on each side and additional landscape reserve within the median. The variable width will be based on the need for turn lanes and for placement of transmission lines for utilities. Utilities are not to be placed in the landscape reserve area All utilities, other than transmission and feeder lines, will be underground i :_a_R_ 1 i e .e. Developers will be responsible for working with all utility companies providing service to the neighbor- hood in order to address technical issues that area has regarding shared duct banks for dry utilities Specific routmgs, termination points, and methods must be identified for accommodating the involved utilities Duct banks will provide a minimum of four reserved ducts for future use such as expansion, upgrades, or replacement and will be provided by the developer HI Street Aesthetics The "Street" ui more than just a place to move people and stow utilities As the most intensively used Public space in the urban landscape, the Street should also be recognized as a social space, a "thread" that can knit together neighborhoods, institutions and business It's design and appearance should reflect the importance of this space and the desired image ofthe community Elements of this aesthetic image include street trees and other plants, colors and textures used on paved surfaces, lighting, signage, public art,, and site furniture These elements can be weaved together to create a comfortable and pleasing space through which people in vehicles, on bicycles, on skates, on foot or in strollers, and the handicaPPed may travel. CWyDocumenWbngreh=sI"PImTublleaeWewMum EXffi UX-- 96 0 4416 01118 Exhibit Violet Popertles Associates, L P ("Violet'g Utility Cost Share Estimate Waterline Extension Costs Project Description 20" Waterline Extension from Bent Creek Estates to Violet property line along Hwy 377 Approximate total length 17,800 L F Estimated Project Cost $2,606,000 00 LUE's Served 4007 Unit Cost per LUE $650 36 Capacity used by Violet 39 58% Violet Cost Share $1,031,454 80 Violet Annual Debt Payment $106,201 REDAL 206098 1 40999 00001 4416 01119 Exhibit Violet E"o ernes Associates, L. P. f"Wo/et" Utility Cost Share Estimate Wastewater Extension Costs Graveyard Branch Sanitary Sewer Line (Violet / City of Argyle Joint Participation Project) Project Description Extension of Sewer Line to Violet property line to serve Violet property and Argyle only Approximate total length 17,628 L F of 21" Sewer Line Estimated Project Cost $2,269,000 00 LUE's Served 3475 Unit Cost per LUE $653 00 Capacity used by Violet 45 64% Violet Cost Share $1,035,571 60 Violet Annual Debt Payment $106,625 REDAL 206098 1 40989 00001 4 416 01 12 0 Exhibit C to Compromise Settlement Agreement DRAFT ANNEXATION SERVICE PLAN: TRACTS #19 #2, & #3 CASE NUMBER: A 82 AREA: 472 Acres LOCATION: In the far southeastern section of the City of Denton ETJ, in the vicinity of Crawford Road, Interstate Highway I-35W, and U S 377 Municipal services to the site described above shall be furnished by or on behalf of the City of Denton, Texas, at the following levels and in accordance with the following schedule A. Police Protection In the short term, the Police Department can provide service to Tracts #1, #2, and #3 using existing resources, resulting in response times consistent with other undeveloped perimeter areas of the city In the longer term, the Police Department estimates that service can be provided within average response times for the City as a whole, with the addition of 24 sworn and 8 non -sworn personnel, phased in proportion to population growth within the annexed tracts B. Fire Protection and Emergency Medical Services Fire service will be available though existing facilities during the interim period when the annexation tracts remain for the most part undeveloped Anew Fire Station #7 will be needed in the future to provide service to the annexed tracts, to be located in the vicinity of the I-35W / F M 2449 intersection The City of Denton Fire Department Five -Year Strategic Plan is scheduled to be presented to City Council on March 30'h, 1999 The plan will provide additional detail regarding proposed fire and emergency service delivery to all parts of the city, including Tracts #1, #2, and #3 C Water / Wastewater Services Current City of Denton CEP funding is programmed for the construction of a 20-inch water line extension that will reach the Hills of Argyle subdivision on U S 377 The line will be extended further south to Tract #3 in a subsequent phase Construction of these unprovements will begin within 2 years and will be completed within 41/2years Development withm Tract #3 is expected to run the line west to I-35W. The property owners of Tracts #1 and #2 will be expected to extend water lines from I-35W to deliver water for development Interim water service options are available Wastewater service will be made available throupa eitht r extensions from the Hickory Creek interceptor sewer system -or through on-s to treatment plants that ar^ owned, operated, and maintained by the City of Denton See Annexation Service Analyses for further o:tgil D. Stormwater Drainage Sen ices Drainage improAn6nts'will W rWe by property owners at the time of development Maintenance will be the responsibility of the City of Denton, supported as a function of water and wastewater fund transfers paid by rate payers E. Solid Waste Collection and Disposal Solid waste service are available to the annexed tracts Existing contracts between customers and private waste haulers will not be disturbed Equipment and personnel needed to serve new development will be added in proportion to growth in the customer base F. Electric Utilities Electric service will be made available upon request to all of the property within the areas being annexed G. Parks and Recreation Services Neighborhood parks will be provided as residential growth occurs, as per the City of Denton Park Dedication Ordinance One community park will be needed in the longer term The commumty park and additional personnel will be funded as appropriate through city funds H. Streets and Roads Crawford and Florence Roads, located on the perimeter of Tract #1, will not be annexed, and will remain the responsibility of Denton County Johnson, John Paine, and Allred Roads in Tract #3 �- will be upgraded by private development, and ultimately maintained by the City of Denton F M 1830 (Country Club Road) is a state facility and will be upgraded and maintained by the Texas tT Department of Transportation (TXDOT) 0 L Building Inspections / Code Enforcement Services Services are available now for the areas to be annexed Additional personnel will be dedicated to the areas to be annexed as dictated by growth L Library Services The Library Master Plan will determine the appropriate method of service delivery for all areas of the city, and is near completion The plan will be presented to City Council in late April 1999 W n 4416 01122 ���N-Vi c. �0',4 lUV ` ANY PROVIIION MMIN WNpN RMMOKTNI /ALI MMA4A Ci m of TNI OIIftR1010 RIAL tR01/RTY MOAU0101 l OLOR OR MCS 0 IINAV0 AND UNlNfO(PJKAILI UNDIR FEDERAL IAYI TNS S1AK Df T[NA\ L fgUNry 01,MM Mft- a o Rd OM InN'd hu wx FlUO N TL fIN ryN+^On M en 6TN iM nA WM NNMN NMT a DY11M MN N �tLOPDSD In me o1GIUl FMU gwalb SI0.AN RNpNN SEP 0 11999 r SA s cp ftko 3 COUNTY CLERK DENTON COUNTY TEXAS i` t Filed for Record in- DENTON COUNTY TX CYNTHIA MITCHELL% COUNTY CLERK On Sep 01 1999 At IE:40pm Doc/Mum : 99-R0090195 Doc/Type : 1.OR i3 Recording: 00 00 Doc/Mgmt : 3600 Receipt 00MARY Deputy ORDINANCE NO qq" �1A AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO THE ANNEXATION AGREEMENT ENTERED INTO BETWEEN THE CITY OF DENTON AND VIOLET PROPERTY ASSOCIATES, L P AS A PART OF THE SETTLEMENT OF LITIGATION STYLED CITY OF DENTON V DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO IA AND DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO 5 FOR THE PURPOSE OF ESTABLISHING A TIMELINE FOR CONSTRUCTION OF THE GRAVEYARD BRANCH EXTENSION, AND PROVIDING AN EFFECTIVE DATE WHEREAS, on August 4, 1999, the City of Denton ("Denton') and Violet Property Associates, L P ("Property Owner") entered into an Annexation Agreement as a part of the settlemertt of litigation styled City of Denton v Denton County Fresh Water Supply District No 1A and Denton County Fresh Water Supply District No 5, and WHEREAS, the Property Owner has requested that the Annexation Agreement be amended to set a completion date for Dentoii's construction of the Graveyard Branch extension and to more fully describe that wastewater line, and WHEREAS, the City Council deems it in the public interest that the First Amendment be approved; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SACTION 1 That the City Manager is hereby authorized to execute a First Amendment to the Annexation Agreement entered into by and between Denton and Property Owner dated August 4, 1999, which establishes a completion date for construction of the Graveyard Branch wastewater extension subject to the conditions of the First Amendment in substantially the form of the attached First Amendment, which is made a part of this ordinance for all purposes SECTION 2 That the City Manager is authorized to take all of the actions as indicated in the attached First Amendment SECTION 3 That this ordinance shall become effective immediately upon its passage and approval , / PASSED AND APPROVED this the _ day of /bomber, , 1999 ATTEST JENNIFER WALTERS, CITY SECRETARY BY APP VED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY m F \ahamd\deptLLGL\Ow Documents\Grdinwm\99tannexenon amendment doe Page 2 FIRST AMENDMENT TO ANNEXATION AGREEMENT This First Amendment to the Annexation Agreement entered into by and between the parties hereto dated August 4, 1999, (this "Amendment") is made and entered into effective as of the' day of November, 1999, by and between the CITY OF DENTON, TEXAS ("Denton"), and (LET PROPERTIES ASSOCIATES, L.P., ("Property Owner") WITNESSETH WHEREAS, Denton and Property Owner heretofore entered into that certain Annexation Agreement (the "Agreement") dated as of August 4, 1999, pursuant to the terms of which Denton agreed, among other things, to extend city wastewater lines to serve the development of the Property, as more particularly described therein WHEREAS, Denton and Property Owner now desire to amend the Agreement as more particularly described below NOW, THEREFORE, for and in consideration of the covenants and undertakings set forth in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Denton and Property Owner hereby agree as follows AGREEMENTS: All terms which are defined in the Agreement shall have the same meaning when used herein, unless specifically provided herein to the contrary Notwithstanding the terms and conditions of the Agreement, Denton shall construct or cause to be constructed, at its sole cost and expense, subject to the Property Owners repayment of its proportionate share of the costs and expenses in accordance with the Agreement, a wastewater line substantially in accordance with that certain wastewater line described in an Exhibit A which shall be prepared by Albert Halff and Associates and a�ached to and made a part hereof for all purposes (the "Graveyard Branch Extension") T e consulting firm of Albert Halff & Associates shall perform the engineering design services for the Graveyard Branch Extension The Graveyard Branch Extension shall be completed prior to April 1, 2001 (the "Completion Date"), unless the Completion Date is amended in writing by Property Owner or unless the construction of the Graveyard Branch Extension is delayed by reason of war, civil commotion, acts of God, government restrictions, regulations,, or interferences, fire, flood or other casualty, or other circumstances reasonably beyond the control of Denton, in which case the Completion Date shall be extended for a period of time equal to the period of such delay This Amendment may be executed in separate counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same instrument Further, this Amendment may be executed by both Denton and Property Owner by facsimile signature, such that execution of this Amendment by facsimile signature shall be deemed effective for all purposes as though this Amendment was executed as a "blue ink" original Da W4 4374401v 3 40989 00002 Except as amended hereby, the Agreement shall be and remain in full force and effect and is hereby ratified and confirmed by Denton and Property Owner Upon execution by the parties hereto, this Amendment shall be promptly recorded in the Real Property Records of the Office of the County Clerk, Denton County, Texas IN WITNESS WHEREOF, the Parties have executed this Amendment effective this the day of November, 1999 CITY OF DENTO,Ny,, TEXAS By W Michael lez, Ca Manager ATTEST: ennif r Walters Cny ecretary APPROVAL AS TO FORM Herbert L Prouty City Attorney PROPERTY OWNER - VIOLET PROPERTIES ASSOCIATES, L.P , a Delaware limited partnership By First Regency Enterprises, Inc , its General By Name Title ( �r DallaA 437440 % 3 40989 00002 APPROVAL BY COUNSEL: G'7 Terry D 1 Morgan State Bar No 1445407 Terry Morgan & Associates Attorneys for the City of Denton �� ilham S Ddhlstrom State Bar No 05316300 Jenkens & Gilchrist, P C Attorneys for Property Owner DallaA 437440 v 3 40989 00002 CKNOWLEDGMENT STATE OF TEXAS § COUNTY OF Dn.ENTON § On this AP day of ?M, mbert999 before a personally appeared Michael Jez, City Manager of the City of Denton, Texas and acknow ged to me that he executed the foregoing instrument in his authorized capacity for and on b 4f of the City of Denton AN ORSYTHE Notary Public, State of Texan My Commlaalon Expires MAY 9, 2002 STATE OF NEW YORK COUNTY OF I ✓ NOTARY PUBLIC INIAND FOR THE STATE OF TEXAS My Commission Expires ffw of On this day of November, 1999, before me personally appeared u ,; � .k tt- I L J , l.LQ( of First Regency Enterprises, Inc , a Delaware limited ^partnership, General Partner of Violet Properties Associates, L P , a Delaware limited partnership, and acknowledged to me that he executed the foregoing instrument in his authorized capacity for and on behalf of said lmuted partnership MARIA V SANTORO Notary Pyyblrc, State of New York Nb 60-4901903 Qualified in Bronx County Commission Expires Aug. 17, 19L") Notary Public In and For the State of New York ;�� 14 V � �,mb-A Printed or Typed Name of Notary My Commission Expires 0 f Z I " '-7-- U2 DailaO 437440 v 3 40989 00002 4 Highway 377 20" Water Line 17,750 L.F P�dd Graveyard Branch -� 21" Sanitary Sewer • .�,� 18,730 L F r---- r Lines are shown for planning purposes only Actual routing of lines is subject to completion of routing studies and easement acquisition. N Willow Lakes (Huffines Development) r Proposed Water and Wastewater E Utility Facilities ft,N ; .2000 Exhibit A ORDINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A SECOND AMENDMENT TO THE ANNEXATION AGREEMENT ENTERED INTO BETWEEN THE CITY OF DENTON AND VIOLET PROPERTY ASSOCIATES, L P AS A PART OF THE SETTLEMENT OF LITIGATION STYLED CITY OF DENTON V DENTON COUNTYFRESH WATER SUPPLY DISTRICT NO IA AND DENTON COUNTY FRESH WATER SUPPLY DISTRICT NO 5 FOR THE PURPOSE OF ESTABLISHING A TIMELINE FOR CONSTRUCTION OF THE HIGHWAY 377 WATER LINE, AND PROVIDING AN EFFECTIVE DATE WHEREAS, on August 4, 1999, the City of Denton ("Denton") and Violet Property Associates, LP ("Property Owner") entered into an Annexation Agreement as a part of the settlement of litigation styled City of Denton v Denton County Fresh Water Supply District No IA and Denton County Fresh Water Supply District No 5, and WHEREAS, on November 2, 1999, the City Council approved Ordinance No 99-412 amending the Annexation Agreement to establish a timelme for construction of the Graveyard Branch wastewater line extension, and WHEREAS, the Property Owner has requested that the Annexation Agreement be amended a second time to set a completion date for Denton's construction of the highway 377 water line and to more fully describe that water line, and WHEREAS, the City Council deems it in the public interest that the Second Amendment be approved, NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 Subject to the Property Owner executing the Second Amendment to the Annexation Agreement and after approval of the document by the City Attorney, the City Manager is hereby authorized to execute a Second Amendment to the Annexation Agreement entered into by and between Denton and Property Owner dated August 4, 1999, which establishes a completion date for construction of the Highway 377 water line subject to the conditions of the Second Amendment in substantially the form of the attached Second Amendment, which is made a part of this ordinance for all purposes SECTION 2 That the City Manager is authorized to take all of the actions as indicated in the attached Second Amendment SECTION 3 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 166hday of K&—&&kt2 1999 ATTEST JENNIFER WALATERS, CITY SECRETARY BY � VIA Ih _ I A I JC�f 01A APPROVED ATTO LEGAL FORM HERBERT L PROUTY, CITY ATTQRINEY m p tahuedWeptXLGL\Ow Daces u\Ordinmm\9fta dwn"im wmdm tdm n Page 2 SECOND AMENDMENT TO ANNEXATION AGREEMENT This Second Amendment to the Annexation Agreement entered into by and between the parties hereto dated August 4, 1999, (this "Amendment") is made and entered into effective as of the I e day of November, 1999, by and between the CITY OF DENTON, TEXAS ("Denton"), and VIOLET PROPERTIES ASSOCIATES, L.P., ("Property Owner") - WHEREAS, Denton and Property Owner heretofore entered into that certain Annexation Agreement (the "Agreement") dated as of August 4, 1999, pursuant to the terms of which Denton agreed, among other things, to extend city water lines to serve the development of the Property (as more particularly described therein) WHEREAS, Denton and Property Owner heretofore entered into that certain First Amendment to Annexation Agreement, dated November _, 1999, pursuant to the terms of which Denton agreed, among other things, to complete or have completed the Graveyard Branch Extension (as defined therein) by April 1, 2001 WHEREAS, Denton and Property Owner now desire to amend the Agreement as more particularly described below NOW, THEREFORE, for and in consideration of the covenants and undertakings set forth in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Denton and Property Owner hereby agree as follows AGREEMENTS 1 All terms which are defined in the Agreement shall have the same meaning when used herein, unless specifically provided herein to the contrary 2 Notwithstanding the terms and conditions of the Agreement, Denton shall construct or cause to be constructed, at its sole cost and expense, subject to the Property Owners repayment of its proportionate share of the costs and expenses in accordance with the Agreement, a water line substantially in accordance with that certain water line described in an Exhibit A which shall be prepared by Kimley-Horn & Associates, Inc and attached to and made a part hereof for all purposes (the "Highway 377 Water Line") The consulting firm of Kimley-Horn & Associates, Inc shall perform the engineering design services for the Highway 377 Water Line The Highway 377 Water Line shall be completed prior to April 1, 2001 (the "Completion Date"), unless the Completion Date is amended in writing by Property Owner or unless the construction of the Highway 377 Water Line is delayed by reason of war, civil commotion, acts of God, government restrictions, regulations, or interferences, fire, flood or other casualty, or other circumstances reasonably beyond the control of Denton, in which case the Completion Date shall be extended for a period of time equal to the period of such delay Dallae4 444134 v 2 40989 00002 This Amendment may be executed in separate counterparts, each of which shall be an original and all of which when taken together shall constitute one and the same instrument Further, this Amendment may be executed by both Denton and Property Owner by facsimile signature, such that execution of this Amendment by facsimile signature shall be deemed effective for all purposes as though this Amendment was executed as a "blue ink" original 4 Except as amended hereby, the Agreement shall be and remain in full force and effect and is hereby ratified and confirmed by Denton and Property Owner Upon execution by the parties hereto, this Amendment shall be promptly recorded in the Real Property Records of the Office of the County Clerk, Denton County, Texas IN WITNESS WHEREOF, the Parties have executed this Amendment effective this the day of November, 1999 CITY OF DENTONTEXAS By ;Ig�/04,v '14icha Jez, C"Minager ATTES: jiSfUerA alters ecretary APPROVAL1%� /i Herbert L Protity City Attorney G/ D INA 444134 v 2 40989 00002 2 PROPERTY OWNER: VIOLET PROPERTIES ASSOCIATES, L P , a Delaware limited partnership By First Regency Enterprises, Inc , its General Partner By �,P,14 Name Title VP MINA 444134 , 2 40989 00002 APPROVAL BY COUNSEL• T rry D M6rgan State Bar No 14454075 Terry Morgan & Associates Attorneys for the City of Denton AV. zil . "s William S` Dahlstrom State Bar No 05316300 Jenkens & Gilchrist, P C Attorneys for Property Owner Dallas4 444134 v 2 40989 00002 4 ACKNOWLEDGMENT STATE OF TEXAS $ COUNTY OF DENTON $ 2ca On this Zit day of before me personally appeared Michael Jez, City Manager of the City of Denton, Texas and acknowledged to me that he executed the foregoing instrument in his authorized capacity for and on behalf� afe City of,Denton /J ANN FORSYTHE Notary Public. State of Texas My Cemrolp10n gores MAY 0,1002 STATE OF NEW YORK COUNTY OF NOTARY PUBLIC IN AND THE STATE OF TEXAS " My Commission Expires ✓'10/"�� p On "-� this day of i vember, 1999, before me personally appeared f-c/�[t� ( /{jMrs CS �(L , of First Regency Enterprises, Inc , a Delaware limited partnership General Partner of Violet Properties Associates, L P , a Delaware limited partnership, and acknowledged to me that he executed the foregoing instrument in his authorized capacity for and on behalf of said limited partnership ALISON E VAZOUEZfELL Notary Public State of New York No OIVA5082616 Ouedled in SuMolk Countw, Comm sslon Exoues Jury 28rD1�o / Notary Public IIn and For the !4fite A New York Printed or Typed Name of Notary My Commission Expires `�Y� 1� DallaA 444134 v 2 40989 00002 Highway 377 20" Water Line 17,750 L.F. 9 Graveyard Branch - 21" Sanitary Sewer 19,730 L F C- I S Lines are shown for planning purposes only �- v Actual routing of lanes as subject to completion of routing studies and easement acquisition. N Willow Lakes (Huffines Development) Proposed Water and Wastewater W-,(E Utility Facilities ftob 8 Exhibit A