Robson Ranch Lift Station Wastewater Agreement OPA ORDINANCE NO. 19-087
AN ORDINANCE APPROVING AN AGREEMENT REGARDING THE PROVISION OF
WASTEWATER SERVICE FOR ROBSON RANCH BETWEEN THE CITY OF DENTON
AND ROBSON DEVELOPMENT, LP, A ARIZONA LIMITED PARTNERSHIP;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, wastewater treatment for Robson Ranch is currently provided by the City
through the Robson Ranch Water Reclamation Plant, and
WHEREAS, City has made a proposal to Robson Development, LP, to eliminate further
expansion of the Robson Ranch Water Reclamation Plant and pump all wastewater from Robson
Ranch development to the existing City wastewater system located on Crawford Road on the east
side of Interstate Highway 35W; and
WHEREAS, the Robson Development, LP agrees that the City's proposal to change the
wastewater service is desirable; and
WHEREAS,the City Council finds the transaction contemplated by the attached agreement
is in the best interest of the citizens of the City of Denton; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
expressly incorporated herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
agreement, attached as Exhibit "A", for and on behalf of the City of Denton and to perform any
actions made necessary or prescribed by the attached agreement.
SECTION 3. If any section, article, paragraph, sentence, phrase, clause, or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
� m} ?I this ordinance was made by
and seconded
by he ordinance was passed and approved by the
The motion
_.. _ ..
following vote : a �:
Aye Nay Abstain Absent
Chris Watts, Mayor: I
Gerard Hudspeth, District 1: "Z
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4: u
Deb Armintor,At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the `t day of ��",- - 2019.
__. __ _..
din
CHRIS WA1 l'TS MAYOR
ATTEST: TUC
ROSA RIOS, CITY F,,CRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
- ----------
Page 2
"All
THE STATE OF TEXAS &
8
"
COUNTY OF D0MTON 8
AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND ROB8ON DENTON DEVELOPMENT, LP REGARDING THE
PROVISION OF WASTEWATER SERVICE FOR ROBSON RANCH
7K0118 AG'REEIVIENl[ (the "Agreement") is *made and en[ered into on flhe dzy of
2019 hy oud be|vveco kobsnn [>eoLon ]lcvciuprueuL [P, an Arizona lirni|ud
parincc$hipy��Inc " Developer"), whose no4ilio8address is 953�2 [, Rigsg� �lou�~ �uu [����, /�rizuuN
85248. and the City of Denton, Texas, a municipal corporation and u home-rule nounicipo|ity (the
"City"), |000ltd in Denton County, Texas.
RECII
WHEREAS, the Developer is the developer of "Robson Ranch," e development located in
the City, and io more particularly described in Exhibit "/\" which is attached hereto and incorporated
herewith by reference (the "Devc|opnorot"); and
WHEREAS, vvasievvo1or i,no1noeut for Robson Flaoob is ourrcn1|v provided by the City
through the Robson flunoh Water Reclamation Plant located within the Robson Ranch dovoiopnnnn1
on property deeded to the City in that certain Special Warranty Deed, dated March 0, 2007. and
recorded as Document Number 2OO7-299O7inthe Rno| Property Records o[Denton County, Texas,
and
WHEREAS, the City has 000dr u proposal to the Developer to c|irniooto the further
expansion of the Robson Ranch VVu1er Reclamation Plant and pump all wastewater from the Robson
RLauob development tothe existing City vvastovvotc, ayaicnn located on Crawford Road on the cuui
side of Interstate Bigbvvoy 35YV; nnd
WHEREAS, the City has prepared upropoyod routing of the force main and gravity main to
0000nnp|imh the pumping which is attached as Exhibit "B;" and
WHEREAS, upon completion n[thcproposed pr jcct in Exhibit "8," the City will provide
vvmotev/utcr service to Robson Ranch for the cur,cody approved fully developed condition of the
development; and
WHEREAS, the Developer agrees that the City'x proposal to change the wastewater service
is desirable;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and the
mutual promises and undertakings by the parties hereto, the auOicionny of which consideration is
hereby acknowledged, the parties hereby AGREE nyfollows:
I. The Developer's responsibilities provided
for in ibia Agreement are dcoodhod as [o||ov/s, and the Developer agrees as yb||ovvs�
A. The Developer agrees to pay the City the total Of Four Million Dollars
($4,000,000.00) in accordance with an agreed-Upon payment schedule, attached
hereto as Exhibit "C."
B. Subject to the credits discussed herein, the Developer will pay the City's standard
wastewater impact fee on a hOLISe -by-house basis for homes built by the Developer
at the Robson Ranch development after the Robson Ranch Wastewater Reclamation
Plant is pumping wastewater and sewage to other City treatment facilities.
C, The Developer hereby assigns to the City, without representation or warranty, any
right and interest Developer has to contributions from other developers who Connect
to the Robson Ranch sewer line and lift stations to be built for the conversion.
D. The Developer will continue to be responsible for building, at Developer's expense,
the wastewater collection lines in new subdivisions as theyare developed in Robson
Ranch, which wastewater collection lines shall be transferred to the City for operation
and maintenance.
2. DescriplJon Or City's Responsibilitim The City's responsibilities provided for in this
Agreement are described as follows , and the City agrees as follows:
A The City will design, construct and maintain, at the City's expense, any modifications
to the Robson Ranch Wastewater Reclamation Plant and any lift stations, sewer lines,
or other facilities needed to use the Robson Ranch Wastewater Reclamation Plant as
a pumping station.
B. The City will design , construct and maintain , at the City's expense, any and all
wastewater collection lines, lift stations and other facilities necessary or appropriate
to transport wastewater from Robson Ranch and from the Robson Ranch Wastewater
Reclamation Plant to the City's wastewater treatment facilities;
C, The City will design, construct and maintain, at the City's expense, any and all
wastewater treatment facilities and other facilities necessary or appropriate to treat
wastewater from Robson Ranch;
D. The City will credit Developer in the arnount of One Thousand Dollars ($1,000,00)
per home for the first one thousand (1,000) homes in Robson Ranch that are subject
to the sewer impact fees, for a total credit of One Million Dollars ($1,000,000.00)
towards sewer impact fees.
E The City shall maintain Sufficient capacity in its plants, and keep that capacity
available to Robson Ranch, so that development at Robson Ranch shall not be
hindered or delayed due to lack of sewer capacity or the proposed conversion of
wastewater service or lack of capacity of sewer mains to transport wastewater from
Robson Ranch to the treatment facilities.
E Subject to Section I B above, from and after the date of this Agreement the City shall
2
only collect wastewater impact fees from Developer or Robson Ranch For expansion
of treatment capacity and expansion of interceptors at the then Current rate
established in applicable and effective impact fee ordinance applicable to all
dev elopmen is within the service area.
G, The City acknowledges and agrees that all repairs,replacements, warranties and other
work specified or referenced in various letters and communications from the City to
the Developer relating to wastewater treatment, including but not limited to all items
specified in the letter dated January 23, 2015 from P.S. Arora to Steven Soriano and
the letter dated June 19, 2015 from George Campbell to Steven Soriano, have been
satisfied or waived by the City,and Developer has no further obligations with respect
to any such items. The City further acknowledges and agrees that the Developer has
no further obligations or liabilities regarding wastewater under the Letter of
Understanding executed by the City and the Developer in or about January, 2000.
3. Notices, Any notice, demand or other communication required or permitted to be
delivered hereunder (other than invoices to be delivered as hereinafter described) shall be
deemed given and received when sent by United States mail, postage pre-paid, certified mail, return
receipt requested, addressed to each respective party, or sent via facsimile to the fax number set
forth for each party at the time indicated on the confirmation of transmission generated by the
sender's electronic equipment, as follows:
If to the CjlyL, W i I'll a CO to:
City of Denton, Texas City of Denton, Texas 215 E.
215 E. McKinney Street McKinney Street Denton, Texas
Denton, Texas 76201 76201 Attention: Trey Lansford
Attention: P. S. Arora Deputy City Attorney Fax No.:
General Manager of Wastewater (940) 382-7923
Fax No.: (940) 349-8951
If to the Developer: With C11pies to:
Robson Denton Development, LP Robson Communities, Inc.
9532 E. Riggs Road 9532 E, Riggs Road
Sun Lakes, Arizona 85248 Sun Lakes, Arizona 85248
Attention: Steven Soriano/Paula Robinson Attention: Pamela Gulsvig
Vice President/Vice President General Counsel
Fax No.: (480) 895-5455 Fax No.: (480) 895-5455
The parties hereto may change their respective notice addresses for all communications and invoices,
by a written notice delivered to the other party, in accordance with the terms of this Section 3.
4. 1 ndefll-arty- i TO A
THE EXTENT PERMITTED BY LAW, DEVELOPER ND THE
CITY EACH SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER
FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSS, OR LIABILITY OF
3
ANY KIND WHATSOEVER, BY REASON OF INJURY 'ro PROPERTY OR PERSON
OCCASIONED BY ANY ACT OR OMISSION, NEGLECT, OR WRONGDOING OF SUCH
INDEMNIFYING PARTY, ITS OFFICERS, AGENTS, EMPLOYEES, OR
CONTRACTORS, WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT;
AND SHALL, AT ITS OWN COSTA EXPENSE, DEFEND AND PROTECT THE
OTHER AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS.
5. ;lime is ofth.e. I.-,'sscn.ce, ]"irne is of the essence in the performance of obligations Linder this
Agreement.
6. Governing I't1w. angl This Agreement was executed in the State of
Texas and shall be governed by, construed, interpreted, and enforced all in accordance with the laws
of the State of Texas. All obligations of the parties created under this Agreement are fully
performable in Denton County, Texas. The parties agree that exclusive venue for any lawsuit
enforcing or interpreting any of the rights and obligations, or for any other cause of action arising
under this Agreement, shall be a Court ofcornpetentjurisdiction in Denton County, Texas, The City
does not hereby Voluntarily waive any claim or defense it may have at law, including but not limited
to immunity.
7. Entirety of Agreenicrit. This Agreement constitutes the sole and entire agreement and
understanding between the City and the Developer regarding the above proposed change in
wastewater service. Neither party hereto is bound by or liable for any statement, representation,
promise., inducement, understanding, or undertaking of any kind or nature, whether written or oral,
with regard to the subject matter hereof not set forth or provided or herein. This Agreement
replaces all prior agreements and undertakings between the parties hereto with regard to the subject
matter hereof. It is expressly agreed that the Parties may have other agreements covering other
services not expressly provided for herein, which agreements are unaffected by this Agreement.
8. l"or ure, The City and the Developer shall not be in default or otherwise liable for
any delay in, or failure of, performance under this Agreement if such delay or failure arises by any
reason beyond its reasonable control, including any act of God, any acts of the common enemy or
terrorism, the elements, earthquakes, floods, fires, epidemics, riots, -failures or delay in
transportation or communications. However, neither the lack of funds nor the lack of reasonable
planning shall be deemed to be a reason beyond a party's reasonable control. The parties will
promptly inform and consult with each other as to any of the above causes, which in their judgment
may or could be the cause of a delay in the performance of this Agreement, and each party shall use
commercially reasonable best efforts to limit delays oil its part.
9. S ve a bilmYmfy.. If any term or provision of this Agreement is held by a court to be illegal,
invalid, or unenforceable, the legality, validity or enforceability of the remaining terms or provisions
of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid or unenforceable
term or provision there shall be added automatically to this Agreement a legal, valid or enforceable
term or provision as similar as possible to the term or provision declared illegal, invalid, or
unenforceable.
10. Amendment. This Agreement may be amended Only upon the Mutual agreement of both
of' the Parties hereto, which amendment shall not be effective until it is reduced to writing and
authorized and executed by the Parties,
4
l |. The City and the Developer agree that this }\grcuncot may not be assigned
without the prior written consent of the other pVdv due to the special covenants, nature, and
oubjeot matter of this /\grccnucnt. Notwithstanding the foregoing, Developer may assign this
/\grecnnoot, without the consent of the City , to any (i) entity that, directly or indirectly, owns or
controls, is owned or controlled by, or io tinder common ownership or control of, Developer, (ii)
entity to vvhonn Developer has assigned all or substantially all of its aosc1m relating to development
and sale of homes at Robson Ranch, and/or(iii) to any bank, financing institution or other lender, or
�roups �b�r�o� pursuant to the teronmnf any �nuooingngrcerorotm .
12. No Waiver, The failure of the City or the Developer to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered to vvuixe the obligations,
rights, or duties imposed upon the Parties. r4o waiver of any breach or violation of any term ofthis
Agreement ahu|| be deemed or construed to constitute a waiver ofany other breach or violation,
whether concun'cni or mubsequoni, and v/hcthc, of the same or of' u different type of breach or
violation.
13. . This /\grconoeni is not intended to, and does not nrcnie
dghim` ccnnedies, or benefits of any character whatsoever in favor of any persons, corporations,
associations, o, entities other than the Parties hereto and their permitted Successors-in-interest; and
the obligations herein undertaken and 000unocd are solely for the use and benefit oFthe Parties,
their successors-in-interest, and any permitted assigns pursuant to the terms and provisions of this
/\grncnouo1.
14. The descriptive headings of the
various articles and auohonm of this Agreement have been inserted for the convenience of reference
only, and are to be afforded no significance in the interpretation or construction of this Agreement.
Both Parties hereto have participated in the negotiation and preparation of this /tgrccnnont, vvbiub
shall not be construed ci1hc, more or |som strongly against or for either Party.
15. Gender, Within this Agreement, words of any gender sbo|| be bo|d and construed to
include any other gender, and words in the singular number ebul| be held and uoumbucd to
include the plural, uu\csm the context otherwise requires.
|d. Exhibits. All Exhibits to this /\grccnnen1 are incorporated herewith by reference for all
purposes, wherever rcKc,cnoe is made to the same,
17. This /\g,ounucntshall be binding upon and inure 1othe bene�to[the parties
ond their respective heirs, executors, udcuiuialoUora, legal rcp,cyou\aiivta, nuocceuom, and permitted
ummigom.
18. This Agreement may be executed inuountcrpada, each ufvvhioh is
doeozoduuorigioo], but all nf which constitute but one and the same inmbrunoso1
19. AL11horirv. The City represents that this Agn:crnen1 has been approved and duly adopted
by the City Council oytbeCiLy in accordance with all applicable public cuecdngu and public notice
requirements (including, but not limited to, notices required by the Texas ()ycn Meetings Act) and
that that the individual executing this /\grennnuot on behalf ofthe City has been authorized to do
so. Developer represents that this Agreement has been approved by appropriate action of
5
Developer and that the individuals executing this Agreement on behalf of Developer have been
authorized to do so.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be si need by their
respective duly-puthorized officials and officers on this the y. day of
2019.
"CITY"
THE CITY OF DENTON, TEXAS
A 'texas Municipal Corporation
BrR,
Todd Hileman, City Manager
215 E. McKinney
Denton, Texas 76201
Fax No, (940) 349-8596
ATTEST:
ROSA RIOS, CITY SECRETARY
y
APPROVED AS TO LEGAL FORM:
AARON LEAL, IN°I I 4-k!"T'ITY ATTORNEY
ti
By:
6
"DEVELOPER"
ROBSON DENTON DEVELOPM ENT, LP, an
Arizona limited partnership
By: Denton Property Management Company,
an Arizona corporation doing business in
Texas as Robson Denton Management
Company, its General Partner
s� I
y
Name: Paula Robinson
Title: Vice President
ACKNOWLED(IEMENTS
STATE Or TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me, on this day of
2019, by Todd Hileman, City Manager of the City of Denton,
Texas, Mum ipal Cofp6ration, on behalf of the same.
imoi ��w�i �i nr�p w�vrr s Urvwa rruttr mro �Wum,w�t�as mvi a
lieNF r wI t
A Me,`
,`1!11� Public in and for the State of Texas
,�,• � .i`�Piil V �rll�i�( W.�ri�l Y{ i�7'✓riw
✓`�02 i
No v il) 8251 214
...
,mr!s,�wommuAa w'�
S„ll A.TI 1` 9 Q oil §
d ll N IN O I ; w§
This inso-umont was acknowledged before me, the undersigned authority on this �3r�day
Of 20191, by Pau.la Robinson, the Vice President of Denton Property
Management Company, an Arizona corporation doing business in Texas as Robson Denton
Management Company, as the general partner of Robson Denton Development, LP, an Arizona
limited partnership, for the purposes therein contained.
Noulr t 1 ibllc in
"�'� v EBBIE SINGER , � C�
�ilucl tip 11r�".��tatc of
Notary Public, State of Arizona
Maricopa County
My Commission Expires 7
December 14, 2019
EXHIBIT "A"
LEGAL DESCRIPTION OF THE DEVELOPMENT
,
EXHIBIT A
PROJECT LOCATION & DESCRIPTION
,
�r Cea
Leed Description North 00 degrees 87 arainutea 19
seconds West,a distance of 24 50
BEING a 2725 acre tract of land feet,
situated in the M Scurlock Sur-
vey, Abstract No 1141, the THENCE North 00 degrees 37
Ir Garcia Survey, ,Abstract No minutes 19 seconds West, 45+00
502, the,j,H Paine Survey,Ab� right-of-way line of Crawford
attract Nii 1t117,the,j McGowan Road, THE POINT OF BE-
Survey, Abstract No 798, the GINNING,
139II&C RR Survey, Abstract
r No 197, the UP RR Survey, THENCE North 89 degrees 51
Abstract No 1301 and the W L minutes 20 seconds West with the
Dunning Survey, Abstract No northerly line of Crawford road
1563,Denton Courity,Uxas,said (a proposed 90 Tout nghtµof way),
ffi tract of land Laing that same tract a distance of 10,093 70 feet,
of land as described lair Warra�rit
Deed to Cal lrarley`slloysRanc I THENCE North 00 degrees 17
and Highland Park Presbyterian minutes05 seconds West,3675 70
Church as recorded in oluirie feet with the cast line of Crawford
2771, page 9,67 at the Deed Road (a propeaed 90 foot
Records,,Denton County,Uxaos right-of-way),
said tract ofInd being%note par-
ticularly described by mates and THENCE South 89 degrees 25
bounds as follows minutes 27 seconds West, a dia-
tance of 2333 58 feet along the
COMMENCING at a 1/2 inch north line of stud Crawford Road
iron rod found for the apareirt (a proposed 90 foot wide
g southeast corner of said right-of-way) to the proposed
M Scurlock,Survey ,and for the easterly right-okay line of Flu-
most southerly southwest corner fence Road,
of a tract of land deeded to
Millwood McCutclun Ltd as re. THENCE North 00 degrees 33
corded in Volume 2470,page 678 rtunutos 83 seconds West,438156
of said Deed Records, Denton feet along the easterly line of said
County,"I'tiacas,said 1/2 inch iron Florence Road (a proposed 90
roil being tlae southwest corner of foot wide right-Of way),
tlic Z pi anc Survey, Abstract
No 904,Denton County,"I xas, THENCE North 89 degrees 51
said 1/2 hich iron rod also being minutes 47 seconds East (deed
in the approariniate ceutcr of West) with the north line of a
'40d 218 07 acre tract of land and
®.... _ ..._ ...................
_ C anright-of-way),afrmwhrch ab+ ia Boutli line ovafdi21 � scr .
d" are fence comer post'it COW tract of land deeded L t
crete In the north rlglit�opway line Evers Callahan and F W
w of said Crawford Road boars Callahan as recorded In Volume
4 r
r
� . .
CATION &
a
THENCE Nbrth 69.degreet 48 w
947,page 751 and "volume 4N4, minutes 51 seconds East,I215 50
Page 687 of sold Deed Re(*Hs, feet,
liinton Ciiunt+i°Iliac,ailistarice
of$585 99 feet, T1�FINCE Soutli 00 degseos 29
minutes 08 seconds.East (deed
TIJENCE North 00 degrees 20 North)with the west line of said
siiliiutes 02 seconds West (deod I°Iillwood/McCutchin"Ltd tract
South00 degrees 80WinutesEast) of land as por Hillrvood,
with the west line of a 995 8 acre Mc--,-,,-- .Ltd deed,adista ce
trod of land and the east line of of 8074 89 feet,
said 218.07 acre tract of land
deeded to Lotta Evers Callahan THENCE South 00 degrees 87
and F.W Callahan a distance of aninutes 19 seconds East (dried
1708 41 foot, North)with the west Sloe of sod
I•Iillwood/McCutchin,Ltd tract
THENCE North 00 degrees 21 of land as per I4111wood/
Ininutes 15 seconds W49t (deed McCutchin aced, a distance of
South 00 degrees S0 Minutes East) 8300 00 feet to the POINT OF
with the east litre of East Fonder BEGINNING and containing
Instates,a distance of8484 29 feet 2725 acres of land,more or leas
to a point in H Lively Road,
MENU North 89 degrees 47
minutes 87 seconds East (deed
Last)with the north line of said
l'195 8 acre tract of land,the north
line of said J McGowan Survey,
and the north line of said j H
Twine 'Survey, and along H
Lively IWO'd adidanco 00650 25
feed
THENCE North 89 degrees 54
nlinutos 87 seconds East,205791
feet rilong s a1d H Lively Load,
THERCE South 00 degrees 07
minutes 10 seconds East,8066 98
feet;
I
THENCE South 00 degrees 07
Miqutes.__4 seconds.. West ..®.....
8808 58 feet,
a
u
Exhlkit c 5 ayoytq. ��Ije 0 ule
. _ _ — I
The following payment schedule is established for the construction of the pump stations and
pipeline for abandonment of the Robson Ranch Water Reclamation Plant. Within thirty(30)
days after the City provides Developer a written certification that a milestone set forth below
has been satisfied; payment of the amount-set forth opposite that milestone will be due,
1. Initiation of project design and material procurernenV$1 Million
2. 30%completion of project construction: $1 Million
I Go%co repletion of project construction,. $1 Million
4, 90%completion of project construction: $700,000
5, project Acceptance: I300 O-0
Total $4 Million
ai