Legends Ranch Amended and Restarted Development Agreement Denton County
Juli Luke
County Clerk
Instrument Number: 96249
ERecordings-RP
AGREEMENT
Recorded On: September 05, 2024 04:20 PM Number of Pages: 103
" Examined and Charged as Follows: "
Total Recording: $433.00
***********THIS PAGE IS PART OF THE INSTRUMENT***********
Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 96249 Corporation Service Company
Receipt Number:
Recorded Date/Time: September 05, 2024 04:20 PM
User: Michael T
Station: Station 34
STATE OF TEXAS
G�UNTJ COUNTY OF DENTON
E j I hereby certify that this Instrument was FILED In the File Number sequence on the dateltime
printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas.
G Juli Luke
846 County Clerk
Denton County, TX
AMENDED AND RESTATED DEVELOPMENT AGREEMENT
This Amended and Restated Development Agreement (this "AMement") is entered into
by and between D.R. Horton — Texas, Ltd., a Texas limited partnership ("DRH") and Forestar
(USA) Real Estate Group Inc., a Delaware corporation ("Forestar" and, collectively with DRH,
the "Owner"), and the City of Denton, Texas (the "City"), to be effective on the date upon which
the last of all of the Parties (hereinafter defined)has approved and duly executed this Agreement
("Effective Date").
RECITALS
WHEREAS, Legends Ranch Development, LLC ("LRDLLC") and the City previously
entered into that certain Development Agreement, dated July 18,2022,and recorded as Instrument
No. 105753 in the Real Property Records of Denton County, Texas (the "Original Development
Agreement"); and
WHEREAS, LRDLLC assigned the Original Development Agreement to DRH and
Forestar, pursuant to that certain Assignment and Assumption of Development Agreement dated
September 12, 2023; and
WHEREAS,the Parties desire to amend and restate the Original Development Agreement
as provided herein; and
WHEREAS, certain terms used herein are defined in Article I; and
WHEREAS, the Owner and the City (which are sometimes individually referred to as a
and collectively as the "Parties") desire to enter into this Agreement; and
WHEREAS, Forestar, Double R Devco, LLC, a Texas limited partnership ("Double R")
and Hickory Grove Residential Community, Inc., a Texas corporation, collectively own an
approximately 542.536 acre tract of land described by metes and bounds on Exhibit A and
depicted on Exhibit B as surveyed by Kimley-Horn&Associates, Inc. on surface coordinates (the
"Property"); and
WHEREAS, the Property is located wholly within the extraterritorial jurisdiction("ETJ")
of the City; and
WHEREAS, the Owner intends to develop the Property as a master planned residential
development, consisting of approximately 1,551 single-family connections and up to 625 multi-
family connections (the "Development"); and
WHEREAS, the Parties intend that the Property will be developed in accordance with the
agreed concept plan (the "Concept Plan") attached hereto as Exhibit C, the City Regulations
(defined herein), and the development standards set forth in Exhibit D (the "Development
Standards'); and
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WHEREAS, the Owner intends to construct and/or make financial contributions to certain
on-site and off-site public improvements to serve the development of the Property; and
WHEREAS, the City holds the certificates of convenience and necessity(the "CCNs") to
provide retail water and wastewater service to the Property and the Parties intend for the City to
provide retail water and wastewater service to the Property; and
WHEREAS, the Development requires certain internal roadways within the District,
including but not limited to Jackson Road, Thomas J. Egan Road, and the Internal Collector
Roadway, as depicted on Exhibit E attached hereto (collectively, the "Onsite Roadway
Improvements" and, collectively with the Utility Improvements defined herein, the "Public
Infrastructure"); and
WHEREAS, the Development requires the offsite water improvements detailed and
illustrated in Exhibit F to connect the City's water system to the Onsite Water Improvements
(hereinafter defined), including (i) one connection from the cast to an existing twelve inch (12")
water line in Jackson Road at the northeast corner of the District, (ii) one connection from the
north to an existing sixteen inch(16")Northwest Pressure Plane water line in Masch Branch Road,
including a pressure reducing valve and a connection to the twelve inch(12")water line in Jackson
Road, and (iii) one connection from the east to an existing twelve inch (12") water line north of
US 380, west of the intersection with Masch Branch Road (collectively the "Offsite Water
Improvements"); and
WHEREAS, the Development requires the offsite wastewater improvements detailed and
illustrated in Exhibit G to connect the City's sewer system to the Onsite Wastewater
Improvements (hereinafter defined) including one connection to an existing eighteen inch (18")
sewer line in the District or outside the District boundary subject to City approval(collectively the
"Offsite Wastewater Improvements"); and
WHEREAS, the Development requires certain water distribution facilities within the
District and connecting to the Offsite Water Improvements (the "Onsite Water Improvements"
and, collectively with the Offsite Water Improvements, the"Water Improvements"); and
WHEREAS, the Development requires certain wastewater collection facilities located
within the District and connecting to the Offsite Wastewater Improvements (the "Onsite
Wastewater hnprovements" and, collectively with the Offsite Wastewater Improvements, the
"Wastewater Improvements") (the Water Improvements and Wastewater Improvements are
collectively referred to herein as the "Utility linprovements"); and
WHEREAS, the Developer will dedicate or issue public access casement to the City for
Parkland lots to be used for public park use; and
WHEREAS, due to the location and other natural features of the Property, the cost of the
Public Infrastructure does not allow for the Owner's intended Development in a cost-effective and
market-competitive manner without the creation of a municipal utility district; and
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WHEREAS, the City has determined that full development of the Property as provided
herein will promote local economic development within the City and will stimulate business and
commercial activity within the City, which will drive infrastructure investment and job creation,
and have a multiplier effect that increases both the City's tax base and utility revenues; and
WHEREAS, the Parties have determined that the Development will increase the quality
of housing within the City; and
WHEREAS, the Parties have determined that the financing of the Public Infrastructure
necessary for the Development can best be achieved by means of the creation of a municipal utility
district through the Texas Commission on Environmental Quality (the "TCEQ") known as
"Legends Ranch Municipal Utility District of Denton County" (the "District"); and
WHEREAS,as evidence of the City's consent to the creation of the District encompassing
the 496 Acre Tract, the City adopted Resolution No. 22-1351 on June 28, 2022 (the "Creation
Consent Resolution"), a copy of which is attached hereto as Exhibit H; and
WHEREAS, an application for creation of the District, encompassing approximately
496.136 acres of the Property, as surveyed by T. Tabor Consulting, PLLC on grid coordinates(the
"496 Acre Tract"), and depicted as Tracts A, B, and C on the Concept Plan, was approved by the
TCEQ pursuant to that certain Order Granting the Petition for Creation of Legends Ranch
Municipal Utility District of Denton County and Appointing Temporary Directors, dated June 6,
2022; and
WHEREAS, after the District was created, the District annexed approximately 45.782
acres of the Property, as surveyed by Kimley-Horn &Associates, Inc. on surface coordinates (the
"45 Acre Tract"), and depicted as Tracts D and E on the Concept Plan, into the District; and
WHEREAS, as evidence of the City's consent to the annexation of the 45 Acre Tract into
the District, the City adopted Resolution No. 22-1352 on June 28,2022 (the"Annexation Consent
Resolution"), a copy of which is attached hereto as Exhibit I; and
WHEREAS, the Parties intend for the 45 Acre Tract to be developed in two phases for
multi-family use, with the first phase (depicted as Tract D on the Concept Plan) consisting of
approximately 325 units on approximately 17.2 acres of the 45 Acre Tract (the "MF Phase 1
Tract"), and the second phase (depicted as Tract E on the Concept Plan) consisting of
approximately 299 units on approximately 24.8 acres of the 45 Acre Tract (the "MF Phase 2
Tract"); and
WHEREAS, Owner intends to cause the MF Phase 1 Tract to be excluded from the
boundaries of the District and voluntarily annexed into the corporate limits of the City, as further
detailed herein; and
WHEREAS, the Parties desire the District and the City to enter into a strategic partnership
agreement, the form of which is attached hereto as Exhibit I within one hundred twenty (120)
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days of the Effective Date of this Agreement, providing for limited purpose annexation of the
District; and
WHEREAS, the City supports the Development and will consider plats of all or a portion
of the Property in general accordance with the Governing Regulations and this Agreement; and
WHEREAS, the City and the Owner agree that the Development can best proceed
pursuant to a development agreement such as this Agreement; and
WHEREAS, as the Property is within the City's ETJ, the Parties have the authority to
enter into this Agreement pursuant to Section 212.171 et seq of the Texas Local Government Code
and other applicable law; and
WHEREAS, the Parties intend that this Agreement is a development agreement provided
for by state law in Section 212.171 et seq of the Texas Local Government Code.
NOW, THEREFORE, for and in consideration of the mutual covenants of the Parties set
forth in this Agreement and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged, the Parties agree as follows:
ARTICLE I
GENERAL TERMS AND DEFINITIONS
1.1 Recitals. The recitals to this Agreement are incorporated herein for all purposes.
1.2 Definitions. Unless the context requires otherwise, the following terms shall have
the meanings hereinafter set forth:
45 Acre Tract is defined in the Recitals.
496 Acre Tract is defined in the Recitals.
Annexation Consent Resolution is defined in the Recitals, a copy of which is attached
hereto as Exhibit I.
Building is defined in Section 9.1(e).
CCNs mean certificates of convenience and necessity.
City is defined in the introductory paragraph.
City Council means the city council of the City.
City Regulations is defined in Section 9.1(a).
Concept Plan means the concept plan as shown in Exhibit C.
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Coup is defined in the Recitals.
Creation Consent Resolution is defined in the Recitals, a copy of which is attached hereto
as Exhibit H.
Cross-Basin Sewer Facilities is defined in Section 4.7.
Development is defined in the Recitals.
Development Standards means the development standards attached hereto as Exhibit D.
District is defined in the Recitals.
District Consents is defined in Section 2.5.
DME is defined in Section 7.1(a).
Effective Date is defined in the introductory paragraph.
Eminent Domain Fees is defined in Section 4.6.
End-Buy is defined in Section 14.1.
ETJ is defined in the Recitals.
Fire Agreement is defined in Section 7.3(a)
Fire Plan is defined in Section 7.3(a).
Fire Station Site is defined in Section 7.3(b).
Governing Regulations is defined in Section 9.1.
LUE is defined in Section 4.2.
MF Phase 1 Tract means the approximately 17.2 acres of the 45 Acre Tract (depicted as
Tract D on the Concept Plan) intended to consist of approximately 325 multi-family units.
MF Phase 2 Tract means the approximately 24.8 acres of the 45 Acre Tract (depicted as
Tract E on the Concept Plan) intended to consist of approximately 299 multi-family units.
Offsite Wastewater Improvements means the offsite wastewater improvements detailed
and illustrated in Exhibit G required to connect the City's sewer system to the Onsite Wastewater
Improvements.
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Offsite Water Improvements means the offsite water improvements detailed and illustrated
in Exhibit F required to connect the City's water system to the Onsite Water Improvements,
including (i) one connection from the cast to an existing twelve inch (12") water line in Jackson
Road at the northeast corner of the District,(ii)one connection from the north to an existing sixteen
inch (16") Northwest Pressure Plane water line in Masch Branch Road, including a pressure
reducing valve and a connection to the twelve inch(12")water line in Jackson Road, and(iii) one
connection from the east to an existing twelve inch (12") water line north of US 380, west of the
intersection with Masch Branch Road.
Onsite Roadway Improvements is defined in the Recitals and reflected in Exhibit E.
Onsite Wastewater Improvements is defined in the Recitals.
Onsite Water Improvements is defined in the Recitals.
Oversized Improvements is defined in Section 4.4.
Owner is defined in the introductory paragraph.
Owner Assignee is defined in Section 13.1(a).
Parkland is defined in Article 8.
Parties means the Owner and the City.
Party means the Owner or the City.
PropertX means thereat property described by metes and bounds on Exhibit A and depicted
on Exhibit B.
Public Infrastructure means the Onsite Roadway Improvements and the Utility
Improvements.
SPA is defined in Section 3.2, the form of which is attached hereto as Exhibit J.
TM is defined in the Recitals.
TIA is defined in Section 5.1.
Utility Improvements means the Water Improvements and Wastewater Improvements.
Wastewater Improvements means the Offsite Wastewater Improvements and the Onsite
Wastewater Improvements.
Water Improvements means the Offsite Water Improvements and the Onsite Water
Improvements.
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ARTICLE II
CONSENT TO CREATION OF THE DISTRICT; DISTRICT BONDS
2.1 Consent to the District Creation. The City previously adopted the Creation Consent
Resolution, a copy of which is attached hereto as Exhibit H, evidencing its consent to the creation
of the District encompassing the 496 Acre Tract and the issuance of bonds by the District. This
Agreement and the Creation Consent Resolution constitute the irrevocable and unconditional
consent of the City to the creation of the District encompassing the 496 Acre Tract pursuant to the
authority of Article III, Section 52, and Article XVI, Section 59, of the Texas Constitution and
Chapters 49 and 54 of the Texas Water Code, as amended. The City further consents to an
expansion of the authority of the District by petition to and approval of the TCEQ, by special acts
of the Texas Legislature, or otherwise, to include other powers that are authorized by the Texas
Constitution or by the laws of the State of Texas, as amended.
2.2 Consent to Annexation into the District. The City previously adopted the
Annexation Consent Resolution, a copy of which is attached hereto as Exhibit I, evidencing its
consent to the annexation of the 45 Acre Tract into the District. This Agreement and the
Annexation Consent Resolution constitute the irrevocable and unconditional consent of the City
to the annexation of the 45 Acre Tract into the District.
2.3 Other Documents. The City agrees to adopt such further ordinances and execute
such further documents as may reasonably be requested by Owner, the TCEQ, the Attorney
General, or the District to evidence the City's consents as set forth in this Agreement and in the
Creation Consent Resolution and Annexation Consent Resolution.
2.4 Limitation of Powers. Except as provided in this Agreement, nothing herein is
intended to limit, impair, or conflict with the authority of or powers granted to the District by the
Texas Constitution, Texas Water Code, Texas Local Government Code, or any other current or
future statute applicable to such districts.
2.5 Full Satisfaction. The consents contained in this Article II and in the Creation
Consent Resolution and Annexation Consent Resolution(the"District Consents")are given by the
City: (a) in felt satisfaction of any requirements for district consents contained in any statute or
otherwise required by law, rule, regulation or policy, including, but not limited to, consents
required by the Texas Water Code, as amended, the Texas Local Government Code, as amended,
any rules, regulations, or policies of the TCEQ, or any rules, regulations, or policies of the Texas
Attorney General; (b)with the understanding that the District Consents are irrevocable and cannot
be withdrawn or modified in any way by the City or by any action of the City Council without the
prior written approval of Owner; (c) with the understanding that Owner has relied on the District
Consents to Owner's material detriment and but for the District Consents, Owner would not have
entered into this Agreement; and (d) with the understanding that the District Consents shall not
be affected by: (1)any default under this Agreement,whether by Owner or by any other person or
entity that is or hereafter becomes bound by this Agreement, (2) any other act or omission by
Owner or any other person or entity, whether or not related to this Agreement or the Property, or
(3) any act or omission by the District, whether or not related to this Agreement or the Property.
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2.6 District Bonds. Owner agrees to cause the District to adhere to the following
requirements relating to the issuance of bonds:
(a) The District will issue bonds for wastewater system infrastructure, water system
infrastructure, service fees, road system infrastructure, drainage and storm water control
infrastructure, creation costs, operating costs, costs associated with bond issuance, capitalized
interest and costs for infrastructure as permitted pursuant to Chapters 49 and 54 of the Texas Water
Code.
(b) The District shall reimburse Owner for the costs associated with the construction
of such infrastructure necessary to serve the District and any other infrastructure costs, creation
costs and developer advances for the District's operating expenses that may be reimbursed in
accordance with TCEQ rules and regulations.
(c) The District shall not issue bonds for infrastructure other than infrastructure that
shall be ultimately owned by the District or the City.
(d) The District may issue bonds for the purpose of purchasing committed capacity in,
or paying for contract rights related to,water supply or wastewater treatment or collection facilities
and services, subject to TCEQ rules and regulations.
(e) The District may finance the oversizing of water, sewer or drainage facilities to
serve areas within the Property that are outside the District, provided that the requirements of 30
Texas Administrative Code Section 293.44(a)(8) are satisfied.
(f) The District will issue all of its bonds on or before twenty (20)years after the date
of the District's first bond issuance.
(g) The District will not issue bonds if the total tax rate (as calculated by the TCEQ
rules)would exceed $1.20 per$100 of assessed valuation.
(h) The District shall not issue bonds to maintain or repair the Public Infrastructure
without first obtaining written consent of the City.
2.7 Temporary Housing. One (1) temporary home shall be permitted on the Property
as necessary to satisfy on-site voter requirements of the TCEQ with respect to any District election
held for any purpose.
ARTICLE III
EXCLUSION FROM DISTRICT; ANNEXATION
3.1 Exclusion of the MF Phase 1 Tract. Within ninety (90) days of the Effective Date
of this Agreement, Owner shall cause the District to exclude the MF Phase 1 Tract from the
boundaries of the District and,within ninety(90)days of the issuance of a certificate of occupancy
for the MF Phase 1 Tract, Owner shall cause the submittal of a petition for voluntary annexation
of the MF Phase 1 Tract into the corporate limits of the City. Owner agrees to supply, or cause to
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be supplied, any and all instruments and/or documentation necessary for the City to annex the MF
Phase 1 Tract into the City's corporate limits. If the City is unable to complete the annexation of
the MF Phase 1 Tract for any reason, including but not limited to procedural error or legal
challenge, Owner shall cause to be executed another voluntary annexation petition for the MF
Phase 1 Tract within ten (10) days of being requested to do so. As soon as practicable after the
City's annexation of the MF Phase 1 Tract into the City's corporate limits and after the City has
zoning jurisdiction, the City Council of the City shall consider, with its full legislative discretion,
zoning the MF Phase 1 Tract for multi-family use. The City does not guarantee, and nothing in
this Agreement may be conditioned upon,any outcome of any zoning or rezoning decision relating
to the MF Phase 1 Tract.
3.2 Immunity From Full Purpose Annexation. Except as provided in a strategic
partnership agreement, the form of which is attached hereto as Exhibit J (the "SPA"), the 496
Acre Tract and the MF Phase 2 Tract shall remain in the ETJ of the City and be immune from full
purpose annexation by the City until such time that Owner has received from the District one
hundred percent(100%) of all reimbursables due to Owner by the District. Owner shall cause the
District to enter into the SPA with the City within one hundred twenty(120) days of the Effective
Date of this Agreement. Owner hereby consents to the full purpose annexation of the 496 Acre
Tract and the MF Phase 2 Tract by the City upon the occurrence of Owner's receipt of one hundred
percent(100%)of all reimbursables for construction costs for the water,wastewater,drainage,and
roadway infrastructure and costs for creation and operation of the District due to Owner by the
District.
3.3 Consent to Annexation. SUBJECT TO SECTION 3.2 OF THIS
AGREEMENT, OWNER AND ALL FUTURE OWNERS OF THE 496 ACRE TRACT
AND THE MF PHASE 2 TRACT (INCLUDING END-BUYERS) AND FUTURE
DEVELOPERS IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE FULL
PURPOSE ANNEXATION UNDER STATE LAW OF THE 496 ACRE TRACT AND THE
MF PHASE 2 TRACT INTO THE CORPORATE LIMITS OF THE CITY IN
ACCORDANCE WITH THIS AGREEMENT AND WAIVE ALL OBJECTIONS,
ELECTIONS AND PROTESTS TO SUCH ANNEXATION. THIS AGREEMENT SHALL
SERVE AS THE PETITION OF OWNER AND ALL FUTURE OWNERS AND FUTURE
DEVELOPERS FOR FULL PURPOSE ANNEXATION OF THE 496 ACRE TRACT AND
THE MF PHASE 2 TRACT IN ACCORDANCE WITH THIS AGREEMENT AND
SPECIFICALLY THE RESTRICTIONS SET FORTH IN SECTION 3.2 OF THIS
AGREEMENT.
3.4 Limited Purpose Annexation. Owner agrees that the City shall have the right to
annex those areas of the 496 Acre Tract and the MF Phase 2 Tract that are intended for commercial
development for the sole and limited purpose of allowing the City to impose sales and use taxes
within the boundaries of such commercial and/or retail areas to the extent permitted by State law.
The terms and conditions upon which such limited purpose annexations may occur shall be set
forth in a strategic partnership agreement, the form of which is attached hereto as Exhibit J,
pursuant to Section 43.0751 of the Texas Local Government Code. No limited purpose annexation
pursuant to a strategic partnership agreement shall affect, in any way, the ETJ status of the 496
Acre Tract and the MF Phase 2 Tract; and, notwithstanding any limited purpose annexation, the
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areas annexed, as well as the remainder of the 496 Acre Tract and the MF Phase 2 Tract, shall
continue to be located within the ETJ of the City for the purposes of this Agreement.
ARTICLE IV
WATER AND WASTEWATER SERVICE AND IMPROVEMENTS
4.1 Water and Wastewater Service; Billing. The City shall be the exclusive retail
provider of water and wastewater service under water CCN No. 10195 and wastewater CCN No.
20072 to the District and to customers located within the Property and the District,and such service
shall be provided at the same rates charged to other customers located outside the corporate limits
of the City until such time as the District is annexed into the City. The City will bill the customers
directly for its retail water and sewer service.
4.2 Reservation of Capacity. The City agrees that it will provide sufficient water and
wastewater capacity to serve no more than 2,300 living unit equivalent ("LUF) connections
within the Property and the District in accordance with the Concept Plan.
4.3 Design and Construction of Water Improvements and Wastewater Improvements.
All Utility Improvements shall be designed, constructed and installed by Owner, at Owner's sole
cost, in compliance with the Governing Regulations. Construction and/or installation of the Utility
Improvements shall not begin until complete and accurate plans and specifications have been
approved by the City in accordance with standard City procedures. In the event the City
disapproves the plans and specifications, the City shall provide owner with notice of such
disapproval containing a detailed explanation of the reason(s) for such disapproval,which shall be
limited to the failure of such plans and specifications to comply with one or more of the Governing
Regulations. If the City provides Owner with such notice, Owner must revise the plans and
specifications appropriately and resubmit such plans and specifications to the City for approval.
If the City fails to approve or disapprove the resubmitted plans and specifications within thirty
(30)days of the City's receipt of such resubmitted plans and specifications,such resubmitted plans
and specifications shall be deemed to be approved by the City. Each of such contracts shall require
a two-year maintenance bond following completion, which bond shall run in favor of the Party
responsible for maintenance of the completed Utility Improvements. To the extent easements or
rights-of-way are needed within the Property, they shall be dedicated by Owner to the City at no
cost to the City. The Utility Improvements will be installed within easements granted to the City
or in the public right of way. The size of the Utility Improvements shall be sized as finally
determined by Owner's engineer and confirmed by the City's engineer, subject to any oversizing
of the Offsite Water Improvements or Offsite Wastewater Improvements pursuant to Section 4.4
herein.
4.4 Option to Oversize Offsite Water Improvements and Offsite Wastewater
Improvements. If Offsite Water Improvements or Offsite Wastewater Improvements are
determined by the City to provide benefit to properties within the City's CCNs in addition to the
District, the City will be obligated to bear and pay all costs, fees, and expenses, including but not
limited to engineering and design costs, permitting costs, construction costs, bonds, or other
fees/expenses for any change, required by the City, pertaining to the increased size of any portion
of the Offsite Water Improvements or the Offsite Wastewater Improvements to a size greater than
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is necessary to serve the Development(the"Oversized Improvements"). Owner shall provide the
City with thirty(30)days' notice of Owner's intent to proceed with the design of the Offsite Water
Improvements and Offsite Wastewater Improvements. The City shall then have thirty (30) days
to notify Owner whether the City requires any Oversized Improvements. If the City requires the
Oversized Improvements,the Parties agree to enter into a mutually agreeable oversize participation
agreement that confirms the funding or reimbursement of the Oversized Improvements, under
which the City will agree to pay its pro-rata share of the Oversized Improvements pursuant to said
agreement.
4.5 Inspections, Acceptance of Utility improvements.
(a) Utility Improvements. The City shall have the right to inspect the construction of
all Utility Improvements at any time, which shall be inspected, designed and constructed in
compliance with all statutory and regulatory requirements, including design and construction
criteria, and the Governing Regulations. Owner shall deliver as-built drawings for the Utility
Improvements to the City's inspector assigned to the project, as applicable, fourteen (14) days
prior to final inspection of such Utility Improvements. All Utility Improvements shall be dedicated
to and become property of the City in accordance with the terms of this Agreement upon final
acceptance of the Utility Improvements. All Utility Improvements shall be dedicated to the City
along with all appurtenant easements and rights-of-way,with no liens or encumbrances, and a two
year warranty, at no cost to the City.
(b) No Release. The City's inspections shall not release the Owner from its
responsibility to construct, or ensure the construction of, adequate Utility Improvements in
accordance with approved engineering plans, construction plans, and other approved plans related
to development of the Property.
(c) City Owned. From and after the inspection, approval and acceptance by the City
of the Utility Improvements or any portion thereof, such Utility Improvements or any portion
thereof shall be owned by the City, and the City shall be solely responsible for the operation and
maintenance of the accepted Utility Improvements, or any accepted portion thereof, at no cost to
Owner or the District.
(d) Approval of Plats/Plans. Approval of plats, permits, plans, designs or
specifications by the City shall be in accordance with the Governing Regulations. Approval by
the City, the City's engineer or other City employee or representative of any plats, permits,plans,
designs or specifications submitted pursuant to this Agreement or pursuant to the Governing
Regulations shall not constitute or be deemed to be a release of the responsibility and liability of
Owner,its engineer, employees,officers or agents for the accuracy and competency of their design
and specifications. Further, any such approvals shall not be deemed to be an assumption of such
responsibility and liability by the City for any defect in the design and specifications prepared by
Owner or Owner's engineer, or engineer's officers, agents or employees, it being the intent of the
Parties that approval by the City's engineer signifies the City's approval on only the general design
concept of the improvements to be constructed. All plats and plans of Owner related to the
Property shall meet the requirements of the applicable Governing Regulations.
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4.6 Eminent Domain. The Owner agrees to use commercially reasonable efforts to
obtain all third-party rights-of-way, consents, or easements, if any, required for the Utility
Improvements.If,however,the Owner is unable to obtain such third-party rights-of-way,consents,
or easements within ninety (90) days of commencing efforts to obtain the needed easements and
rights-of-way, the City agrees to take reasonable steps to secure same (subject to City Council
authorization after a finding of public necessity) through the use of the City's power of eminent
domain. Unless otherwise set forth in this Agreement to the contrary, the Owner shall be
responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's
fees and related expenses, property acquisition costs, and appraiser and expert witness fees
(collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent
domain powers and shall, if requested in writing by the City, escrow with a mutually agreed upon
escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the
initiations of each eminent domain proceeding and as funds are needed by the City. Provided that
the escrow fund remains appropriately funded in accordance with this Agreement, the City will
use all reasonable efforts to expedite such condemnation procedures so that the Public
Infrastructure can be constructed as soon as reasonably practicable. If the City's Eminent Domain
Fees exceed the amount of funds escrowed in accordance with this paragraph, the Owner shall
deposit additional funds as requested by the City into the escrow account within ten(10) days after
written notice from the City. City is not required to continue pursuing the eminent domain unless
and until the Owner deposits addition Eminent Domain Fees with the City. Any unused escrow
funds will be refunded to the Owner with thirty (30) days after any condemnation award or
settlement becomes final and non-appealable. Nothing in this subsection is intended to constitute
a delegation of the police powers or governmental authority of the City, and the City reserves the
right, at all times, to control its proceedings in eminent domain.
4.7 Cross-Basin Sewer Facilities. City agrees to allow Owner to design, construct and
install, at Owner's sole cost, all sewer collection facilities within the City's designated "HO"
Sewer Basin to be lifted and connected to the City's existing sewer facilities within the City's
designated"HN" Sewer Basin located within the District(the"Cross-Basin Sewer Facilities").
4.8 Impact Fees and other Development Fees. Owner acknowledges and agrees that
the Property is subject to the assessment of water and wastewater impact fees, as well as other
dedication, construction, and fee requirements. Further, Owner acknowledges and agrees that the
Utility Improvements, or any part thereof, is not available for use as an impact fee credit for the
Property or subject to refund. Additionally, the Parties hereby agree that the MF Phase I Tract
shall be subject to roadway impact fees based on the City's Fee Schedule for MF Phase 1 Tract,
park development fees based on the City's Fee Schedule for MF Phase 1 Tract, and any other fees
applicable to the MF Phase 1 Tract after annexation into the City's corporate boundary.
ARTICLE V
ROADWAYS
5.1 Traffic Impact Analysis. Owner will submit to the City a full traffic impact analysis
(the "TIA") prior to the submittal of a preliminary plat application or the initial construction
engineering plan application. The TIA shall include construction triggers for the life of the
Development.
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5.2 Dedication of Right-of-Way. Owner agrees to comply with any applicable City or
County Mobility Plan for the dedication of right-of-way within the District, including, but not
limited to, the following roadways as shown on Exhibit G attached hereto: (i) Jackson Road, (ii)
Thomas J. Egan Road, and(iii) Internal Collector Roadway.
5.3 Design and Construction of Onsite Roadway Improvements. All Onsite Roadway
Improvements shall be designed, constructed and installed by Owner, at Owner's sole cost, in
compliance with the Governing Regulations. Notwithstanding the foregoing, Owner shall only be
responsible for its pro-rata share of the cost of improvements for Jackson Road and Thomas J.
Egan Road based on the TIA. The City agrees that phasing of any of the Onsite Roadway
Improvements may follow phasing of the Development. Construction of any improvements for
Jackson Road and/or Thomas J. Egan Road shall count toward Owner's pro-rata share.
ARTICLE VI
STORMWATER; DRAINAGE; FLOODPLAIN
Prior to submission of construction engineering plans for the Development, Owner shall
submit to the City's engineer a downstream assessment and conditional letter of map revision
("CLOMR"), if needed, for review and approval by the City prior to submission. Solely for
purpose of this Agreement and to avoid and reduce uncertainties related to the enforcement of
Governing Regulations(as hereinafter defined), floodplain reclamation within the City's Division
One ETJ shall not trigger an Alternate ESA Plan approval.
ARTICLE VII
ELECTRIC SERVICE; MUNICIPAL SOLID WASTE/RECYCLING SERVICE; FIRE
PROTECTION SERVICE
7.1 Electric Service.
(a) Service Provider. The Parties agree that the Property shall be served with electricity
distribution service in the most cost-effective manner. Notwithstanding the foregoing, before
Owner and/or the District enters into a contract with an electricity distribution service provider,
Owner and/or the District must provide the City with any and all bona fide offers that Owner and/or
the District receives from any electricity distribution service providers that can legally provide
such service to the District. The City shall then have thirty(30)business days to provide to Owner
and/or the District an offer from Denton Municipal Electric ("DME") to provide electricity
distribution service to the District. The Parties agree that if DME's offer is substantially similar
to the most cost-effective offer received by Owner and/or the District from another electricity
distribution service provider that can legally provide such service to the Property, Owner and/or
the District must obtain electricity distribution service from DME. The term "substantially
similar,"as used in this Section 7.1, means that the terms of the offers provide approximately the
same level of service at approximately the same start-up costs to Owner and/or the District. Rates
for electricity applicable to customers located within the Property will be pursuant to the then
applicable DME rates, as approved by the City Council.
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(b) Offers for Service. All offers received by Owner and/or the District from electricity
distribution service providers that can legally provide such service to the Property shall include
the following terms:
(i) The electricity distribution service provider will extend electric distribution
facilities as necessary to serve the full Development;
(ii) The electricity distribution service provider will evaluate the cost associated
with service extension through the undeveloped area to determine if Aid-
in-Construction is required;
(iii) The electricity distribution service provider shall be responsible for the
installation of all primary-voltage electrical cables, transformers,
switchgear, streetlight poles and LED streetlight fixtures, streetlight cables,
single-family residential services,and other necessary electrical distribution
and transmission system equipment, whether onsite or offsite, as necessary
to provide adequate and reliable electricity distribution service to the
Property.
(iv) Owner will provide all onsite public utility easements to the electricity
distribution service provider that are necessary to protect, install, safely
operate and maintain the electric infrastructure,at Owner's sole cost. Public
utility easements shall be eight (8) feet in width when adjacent to roadway
rights-of-way in single-family residential areas, fifteen (15) feet in width
when adjacent to Primary and Secondary Arterial rights-of-way,and twenty
(20) feet in width where duct banks are required. Such easements shall be
conveyed through the platting process, unless the electricity distribution
service provider requests an easement be transferred by separate instrument.
The electricity distribution service provider shall agree to joint trench
installation of other franchised utilities such as telephone, cable television,
fiber optic cables, or other non-gas utilities within the designated public
utility easements, as long as such other franchised utilities are on an edge
shelf of the trench and not placed directly above the electric infrastructure.
(v) Existing overhead electricity distribution lines, which are currently located
in the public rights-of-way, will be relocated by the electricity distribution
service provider,at no cost to Owner and/or the District,when development
adjacent to the existing electricity distribution lines requires the lines to be
relocated in order to accommodate the adjacent development; provided that
the relocation of the electricity distribution lines is to an overhead position.
If Owner requests the relocation to be placed underground, Owner shall be
responsible for the difference in cost between the overhead relocation and
the underground relocation as reasonably determined and demonstrated by
the electricity distribution service provider. Any existing overhead
electricity distribution lines not owned by the electricity distribution service
provider will be relocated underground by the owner of such electricity
distribution line(s), if required, to comply with the Denton Development
Code.
(vi) Owner will comply with those City approved policies within the DME
Electric Service Standards, as amended, that are available on the City's
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website and uniformly applied within the City, including the specifications
for street lighting.
(vii) All new electricity distribution service within the Property shall be placed
underground except for necessary above-ground appurtenances such as
street lights, switchgear and transformers.
(viii) The City shall have the right to inspect the electricity distribution facilities
prior to Owner, the District and/or the electricity distribution service
provider placing such electricity distribution facilities into use.
7.2 Municipal Solid Waste/Recycling Service. The Parties agree that the Property shall
be served with municipal solid waste/recycling service in the most cost-effective manner.
Notwithstanding the foregoing, before Owner and/or the District enters into a contract with a
municipal solid waste/recycling service provider, Owner and/or the District must provide the City
with any and all bona fide offers that Owner and/or the District receives from any municipal solid
waste/recycling service providers that can legally provide such service to the Property. The City
shall then have thirty(30) business days to provide to Owner and/or the District an offer from the
City to provide municipal solid waste/recycling service to the Property. The Parties agree that if
the City's offer is substantially similar to the most cost-effective offer received by Owner and/or
the District from another municipal solid waste/recycling service provider that can legally provide
such service to the Property,Owner and/or the District must obtain municipal solid waste/recycling
service from the City. The term"substantially similar,"as used in this Section 7.2, means that the
terms of the offers provide approximately the same level of service at approximately the same
start-up costs to Owner and/or the District. Rates for municipal solid waste/recycling service
applicable to customers located within the Property will be pursuant to the then applicable rate
schedule, as approved by the City Council and published in the City's Utility Rate Ordinance.
7.3 Fire Protection Service.
(a) ILA and Fire Plan. The District and the City entered into that certain Fire Service
Agreement Concerning Legends Ranch Municipal Utility District of Denton County, effective as
of May 12, 2023 (the "Fire Agreement"), a copy of which is attached hereto as Exhibit K. On
May 24,2023, the District approved a Fire Plan(the"Fire Plan")and authorized submission of the
Fire Plan to the TCEQ, in accordance with Section 49.351 of the Texas Water Code and the rules
of the TCEQ. By an order issued August 15, 2023, the TCEQ approved the Fire Plan. At an
election held in the District on November 7, 2023, the voters of the District approved the Fire
Agreement and Fire Plan. Concurrently with the approval of this Agreement, the Parties agree to
approve and execute an amendment to the Fire Agreement for the purpose of removing the MF
Phase 1 Tract from the service area covered by the Fire Agreement.
(b) Fire Station Site. In accordance with the Fire Agreement, Owner agrees to dedicate
two and one half(2.5)acres of land located in the southeast corner of the District(the"Fire Station
Site") for the City to construct a future fire station at such time that the call volume and response
times are determined to be outside the industry standards by the City's Fire Department, as
provided for in the Fire Agreement, a copy of which is attached hereto as Exhibit K.
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ARTICLE VIII
PARKS/TRAILS
Owner agrees to coordinate with the Director of the City's Parks&Recreation Department
to ensure that the District's trail network is connected to the City's citywide trail network. Owner
shall enter into an agreement with the City, or cause the District to enter into an ILA with the City,
dedicating by fee or easement to the City ESA parkland, and/or trails and public access within
floodplain ("Parkland") at no cost to the City, as shown in Exhibit C. The Parkland dedication
will occur at or before the time of final plat approval. No dedicated Parkland shall be located
within a gas well setback determined in accordance with the Denton Development Code. The
Owner agrees to provide connectivity to the Parkland from the Development and will abide by the
Parks and Recreation sidewalks/pathways design standards identified in the Parks,Recreation,and
Trails System Masterplan. With respect to the MF Phase 1 Tract only, the Parties hereby agree
the Owner shall follow City regulations related to Park Land Dedication and have the option to
dedicate land or pay fees in lieu of dedication as described in such regulations.
ARTICLE IX
DEVELOPMENT REGULATIONS
9.1 Governing Regulations. Development of the Property shall be governed solely by
the following regulations (collectively, the "Governing Regulations"):
(a) the applicable City regulations, as may lawfully be amended at any time,
that are uniformly enforced within the City's Division I ETJ, including,but not limited to,
the following (collectively, the "City Regulations"):
(i) The City's regulations that apply to the City's Division I ETJ;
(ii) Subchapter 2 (Administration and Procedures) of the Denton
Development Code;
(iii) Development and subdivision regulations contained in Section 3.4,
Subchapter 7, and Subchapter 8 of the Denton Development Code,
as amended, together with applicable Design Criteria Manuals,
Denton Mobility Plan, and other approved Master Plans of the City,
as amended, and the most recent North Central Texas Council of
Governments Standard Specifications for Public Works
Construction, as amended or replaced;
(iv) Section 7.7 Landscaping, Screening, Buffering and Fences;
(v) All plumbing infrastructure for structures contained on the Property
shall comply with the City's plumbing code in effect when the
structure is constructed, including, without limitation, permit
requirements;
(vi) Environmental regulations, as contained in Section 7.4
(Environmentally Sensitive Areas) of the Denton Development
Code, as amended and as applicable in the Division I ETJ;
(vii) Applicable water and wastewater connection, construction and on-
site operation requirements, contained within Chapter 26 of the
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Denton Code of Ordinances, as amended, and Subchapters 7 and 8
of the Denton Development Code, as amended, the Denton Water
and Wastewater Criteria Manual, as amended and as supplemented
by the Texas Water Code,as amended,the Texas Natural Resources
Code, as amended, the Texas Utilities Code, as amended, and
applicable administrative standards of the TCEQ, as amended;
(viii) Applicable Flood Protection, Drainage and related standards, as
contained within Chapter 30 of the Denton Development Code, as
amended, Subchapters 7 and 8 of the Denton Development Code,as
amended, the Denton Stormwater Criteria Manual, as amended and
as supplemented by requirements of the Texas Water Code, as
amended,the Texas Natural Resources Code,as amended,the Texas
Utilities Code, as amended, and applicable administrative standards
of the TCEQ, as amended, and applicable administrative standards
of the Federal Emergency Management Administration, as
amended;
(ix) Gas well platting, drilling and production standards, as contained
within Subchapters 2 and 6 of the Denton Development Code, as
amended and as supplemented by requirements of the Texas
Utilities Code, as amended, the Texas Natural Resources Code, as
amended, the Texas Water Code, as amended, and applicable
administrative standards of the Texas Railroad Commission and
TCEQ, as amended, and single family lots and amenity/park space
shall be setback a minimum of 300 feet from gas wells, measured in
a straight line from the well head to the nearest single family
property line.
(b) technical codes including all international codes adopted by the City in
effect on the Effective Date, and as lawfully may be amended at any time;
(c) the Concept Plan attached hereto as Exhibit C and as amended from time
to time in accordance with this Agreement (the "Concept Plan"), which Concept Plan is
considered to be a development plan as provided for in Section 212.172 of the Texas Local
Government Code;
(d) the development standards set forth on Exhibit D attached hereto (the
"Development Standards");
(e) the building codes of the City, as amended, provided such building codes
are adopted by ordinance and uniformly applied throughout the City (the "Buildin
Codes").
9.2 Conflicts.
(a) In the event of any conflict between this Agreement and any ordinance,rule,
regulation, standard, policy, order, guideline or other City-adopted or City-enforced
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requirement, whether existing on the Effective Date or hereafter adopted, this Agreement
shall control.
(b) In the event of any conflict between the Development Standards and any
other part of the Governing Regulations, the Development Standards shall control.
ARTICLE X
DEVELOPMENT PROCESS AND CHARGES
10.1 Fees. Except as specifically described below,Owner shall be subject to those water
and sewer fees and charges and other related fees due and payable to the City in connection with
the development of the Property that are charged uniformly to other Division I ETJ developments.
All Capital Recovery Fees applicable to individual lots will be due and payable by Owner pursuant
to the Governing Regulations.
10.2 Building Permits. Owner, or any subsequent owner of any portion of the Property,
as appropriate, shall request and obtain a building permit from the City for every structure that is
constructed on the Property. The City shall allow Owner to request and obtain building permits
for no more than four model homes prior to the filing of a final plat. All fees charged to Owner,
or any subsequent owner of any portion of the Property, for building permits shall be the fees that
the City charges for building permits inside the corporate boundaries of the City pursuant to its
lawfully adopted fee schedule.
10.3 Capital Investment. The Parties agree that a fee of $550 per single-family
residential building shall be paid to the City at the issuance of each single-family residential
building permit within the Property. A fee of$250 for each separate residential unit within the
building shall be paid to the City at the issuance of each multi-family building permit within the
Property. For the avoidance of doubt, the fees provided in this Section 10.3 are the same fees
required by the fire service agreement, the form of which is attached hereto as Exhibit K.
ARTICLE XI
TERM
The term of this Agreement shall be for a period of thirty (30) years after the Effective
Date, except that Exhibit D,plus all provisions of this Agreement related to Exhibit D shall have
a term of forty-five (45)years. The Parties may extend the term of this Agreement if they execute
an agreement in writing.
ARTICLE XII
EVENTS OF DEFAULT; REMEDIES
12.1 Events of Default. No Party shall be in default under this Agreement until notice
of the alleged failure of such Party to perform has been given in writing (which notice shall set
forth in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be determined based on the
nature of the alleged failure, but in no event more than 30 days after written notice of the alleged
failure has been given). Notwithstanding the foregoing, no Party shall be in default under this
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Agreement if, within the applicable cure period, the Party to whom the notice was given begins
performance and thereafter diligently and continuously pursues performance until the alleged
failure has been cured and within such 30-day period gives written notice to the non-defaulting
Party of the details of why the cure will take longer than 30 days with a statement of how many
days are needed to cure.
12.2 Remedies. If a Party is in default,the aggrieved Party may,at its option and without
prejudice to any other right or remedy under this Agreement, seek any relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, or
actions for specific performance, mandamus, or injunctive relief. NOTWITHSTANDING THE
FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE
THE AGGRIEVED PARTY TO TERMINATE THIS AGREEMENT OR LIMIT THE TERM OF
THIS AGREEMENT.
ARTICLE XIII
ASSIGNMENT AND ENCUMBRANCE
13.1 Assigmnent by Owner to Successor Owners.
(a) Owner has the right (from time to time without the consent of the City, but upon
prior written notice to the City) to assign this Agreement, in whole or in part, and including any
obligation, right, title, or interest of Owner under this Agreement, to any person or entity (an
"Owner Assignee") that (i) is or will become an owner of any portion of the Property or (ii) is
controlled by or under common control by the Owner,provided that the Owner is not in breach of
this Agreement at the time of such assignment. An Owner Assignee is considered the "Owner"
and a "Party," and under this Agreement for purposes of the obligations, rights, title, and interest
assigned to the Owner Assignee.
(b) Each assignment shall be in writing executed by Owner and the Owner Assignee
and shall obligate the Owner Assignee to be bound by this Agreement to the extent this Agreement
applies or relates to the obligations, rights, title, or interests being assigned. A copy of each fully
executed assignment to an Owner Assignee shall be provided to all Parties within fifteen (15)days
after execution. From and after such assignment, the City agrees to look solely to the Owner
Assignee for the performance of all obligations assigned to the Owner Assignee and agrees that
Owner shall be released from subsequently performing the assigned obligations and from any
liability that results from the Owner Assignee's failure to perform the assigned obligations;
provided, however, if a copy of the assignment is not received by the City within 15 days after
execution, Owner shall not be released until the City receives such copy of the assignment.
(c) No assignment by Owner shall release Owner from any liability that resulted from an
act or omission by Owner that occurred prior to the effective date of the assignment unless the City
approves the release in writing.
(d) Owner shall maintain written records of all assignments made by Owner to Owner
Assignees, including a copy of each executed assignment and the Owner Assignee's Notice
information as required by this Agreement, and, upon written request from another Party, shall
provide a copy of such records to the requesting person or entity.
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13.2 Assignment by the CitX. The City shall not assign this Agreement.
13.3 Encumbrance by Owner and Assignees. Owner and Owner Assignees have the
right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or
otherwise encumber any of their respective rights, title, or interest under this Agreement for the
benefit of their respective lenders without the consent of, but with prompt written Notice to, the
City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance
shall not, however, obligate any lender to perform any obligations or incur any liability under this
Agreement unless the lender agrees in writing to perform such obligations or incur such liability.
Provided the City has been given a copy of the documents creating the lender's interest, including
Notice (hereinafter defined) information for the lender, then that lender shall have the right, but
not the obligation, to cure any default under this Agreement and shall be given a reasonable time
to do so in addition to the cure periods otherwise provided to the defaulting Party by this
Agreement;and the City agrees to accept a cure offered by the lender as if offered by the defaulting
Party. A lender is not a Party to this Agreement unless this Agreement is amended, with the
consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this
Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or
assignment occasioned by the exercise of foreclosure or other rights by a lender,whether judicial
or non judicial. Any purchaser from or successor owner through a tender of any portion of the
Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of
this Agreement with respect to the acquired portion of the Property until all defaults under this
Agreement with respect to the acquired portion of the Property have been cured.
13.4 Transfer of Warranties. Any Public Infrastructure that are transferred to the City
shall be accompanied by all applicable third-party bonds and warranties related to construction
and maintenance of such Public Infrastructure.
13.5 Assignees as Parties. An assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance with this Agreement shall be
considered a "Party" for the purposes of this Agreement. With the exception of the End-Buyer of
a lot within the Property, any person or entity upon becoming an owner of land or upon obtaining
an ownership interest in any part of the Property shall be deemed to be a "Owner" and have all of
the obligations of the Owner as set forth in this Agreement and all related documents to the extent
of said ownership or ownership interest.
13.6 No Third-Party Beneficiaries. This Agreement only inures to the benefit of, and
may only be enforced by, the Parties. No other person or entity shall have any right, title, or
interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this
Agreement.
ARTICLE XIV
RECORDATION AND ESTOPPEL CERTIFICATES
14.1 Binding Obligations. This Agreement and all amendments hereto (including
amendments to the Concept Plan as allowed in this Agreement) and assignments hereof shall be
recorded in the deed records of the County. This Agreement binds and constitutes a covenant
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018144. -8521.v6
running with the Property. Upon the Effective Date, this Agreement shall be binding upon the
Parties and their successors and assigns permitted by this Agreement and forms a part of any other
requirements for development within the Property. This Agreement, when recorded, shall be
binding upon the Parties and their successors and assigns as permitted by this Agreement and upon
the Property; however, this Agreement shall not be binding upon, and shall not constitute any
encumbrance to title as to, any end-buyer/homebuyer of a fully developed and improved lot (an
"End-Buyer") and shall not negate the End-Buyer's obligation to comply with the City's
Regulations, including but not limited to zoning ordinances, as they currently exist or may be
amended.
14.2 Estoppel Certificates. From time to time upon written request of the Owner, if
needed to facilitate a sale of all or a portion of the Property or a loan secured by all or a portion of
the Property,the City will execute a written estoppel certificate in a form and substance satisfactory
to the City,to its reasonable knowledge and belief, identifying any obligations of the Owner under
this Agreement that are in default.
ARTICLE XV
ADDITIONAL PROVISIONS
15.1 Recitals. The recitals contained in this Agreement: (a)are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council of the City; and (d) reflect the final
intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes
necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by
the recitals,shall be taken into consideration and,to the maximum extent possible,given full effect.
The Parties have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered
into this Agreement.
15.2 Notices. Any notice, payment or instrument required or permitted by this
Agreement to be given or delivered to any party shall be deemed to have been received when
personally delivered or transmitted by telecopy or facsimile transmission (which shall be
immediately confirmed by telephone and shall be followed by mailing an original of the same
within 24 hours after such transmission) or 72 hours following deposit of the same in any United
States Post Office, registered or certified mail, postage prepaid, addressed as follows:
To the City: Attn: City Manager
City of Denton
215 E McKinney St
Denton, TX 76201
With a copy to: Attn: City Attorney
City of Denton, Texas
215 E. McKinney St.
Denton, TX 76201
To DRH: Attn: Jim Ilkenhans, Regional Counsel
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018144. -8521.v6
D.R. Horton, Inc.
4306 Miller Road
Rowlett, Texas 75088
TEL: (214) 607-4244
Email: jcilkenhans(&drhorton.com
With a copy to: Attn: Mindy L. Koehne
Coats Rose, P.C.
16000 North Dallas Parkway, Suite 350
Dallas, Texas 75248
TEL: (972) 788-1600
With additional copy to: Attn: Tiffany Sanford and Cayla Stanford
Koons Real Estate Law
1410 Robinson Road, Unit 100
Corinth, Texas 76210
Email: tsanford(&krelpc.com and
cstanford(&krelpc.com
To Forestar: Attn: Kevin Lazares
Forestar(USA)Real Estate Group Inc.
2221 E. Lamar Blvd., Suite 790
Arlington, Texas 76006
TEL: (817) 769-1873
Email: kevinlazares(iUbrestar.com and
stephenbrim(a)forestar.com
With a copy to: Attn: Carrie R. Cappel
Forestar(USA)Real Estate Group Inc.
Legal Department
2221 E. Lamar Blvd., Suite 790
Arlington, Texas 76006
TEL: (817) 769-1875
Email: carriecappel@forestar.com
Any party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other party.
15.3 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement,the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless
of which Party originally drafted the provision.
15.4 Time. In this Agreement, time is of the essence and compliance with the times for
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performance herein is required.
15.5 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements (including, but not limited to, notices required by the Texas
Open Meetings Act) and that the individual executing this Agreement on behalf of the City has
been duly authorized to do so. The Owner represents and warrants that this Agreement has been
approved by appropriate action of the Owner, and that the individual executing this Agreement on
behalf of the Owner has been duly authorized to do so. Each Party respectively acknowledges and
agrees that this Agreement is binding upon such Party and is enforceable against such Party, in
accordance with its terms and conditions and to the extent provided by law.
15.6 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements,whether oral or written, covering the subject matter of
this Agreement. This Agreement shall not be modified or amended except in writing signed by
the Parties.
15.7 Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible
and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the
intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect
and shall be interpreted to give effect to the intent of the Parties.
15.8 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in Denton County. Exclusive venue for any action to enforce or
construe this Agreement shall be in the Denton County District Court.
15.9 Non-Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
15.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
15.11 Further Documents. The Parties agree that at any time after execution of this
Agreement, they will, upon request of another Party, execute and deliver such further documents
and do such further acts and things as the other Party may reasonably request in order to effectuate
the terms of this Agreement. This provision shall not be construed as limiting or otherwise
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hindering the legislative discretion of the City Council seated at the time that this Agreement is
executed or any future City Council.
15.12 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A Legal Description of the Property
Exhibit B Depiction of the Property
Exhibit C Concept Plan
Exhibit D Development Standards
Exhibit E Roadway Improvements
Exhibit F Offsite Water Improvements
Exhibit G Offsite Wastewater Improvements
Exhibit H Creation Consent Resolution
Exhibit I Annexation Consent Resolution
Exhibit J Strategic Partnership Agreement
Exhibit K Fire Service Agreement
15.13 Governmental Powers; Waivers of Immunity. By its execution of this Agreement,
the City does not waive or surrender any of its respective governmental powers, immunities, or
rights except as provided in this section. The Parties acknowledge that the City waives its
sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement.
This is an agreement for the provision of goods or services to the City under Section 271.151 et
seq. of the Texas Local Government Code.
15.14 Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within three business days after the occurrence of a force majeure,
the Party claiming the right to temporarily suspend its performance, shall give notice to all the
Parties, including a detailed explanation of the force majeure and a description of the action that
will be taken to remedy the force majeure and resume full performance at the earliest possible
time. The term "force majeure" shall include events or circumstances that are not within the
reasonable control of Party whose performance is suspended and that could not have been avoided
by such Party with the good faith exercise of good faith, due diligence and reasonable care.
15.15 Amendments. This Agreement cannot be modified, amended, or otherwise varied,
except in writing signed by the City and Owner expressly amending the terms of this Agreement.
15.16 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
15.17 City Acknowledgment of Receipt of Form 1295 Certificate of Interested Parties.
Pursuant to Texas Government Code Section 2252.908,the City hereby acknowledges that Owner
24
018144.00000 1\4895-6968-8521.v6
has delivered to the City a signed and completed Texas Ethics Commission ("TEC") Form 1295
and a certification of filing with the TEC, if required by law.
15.18 Certifications. The Owner certifies:
(a) Pursuant to Texas Government Code Chapter 2271, as amended, Owner verifies
that at the time of execution and delivery of this Agreement and for the term of this Agreement,
neither Owner, its parent company, nor its common-control affiliates currently boycott or will
boycott Israel. The tenn"boycott Israel"as used in this paragraph has the meaning assigned to the
term"boycott Israel" in Section 808.001 of the Texas Government Code, as amended; and
(b) Pursuant to Texas Government Code,Chapter 2252, as amended, Owner represents
and verifies that at the time of execution and delivery of this Agreement and for the term of this
Agreement, neither Owner, its parent company, nor its common-control affiliates (i) engage in
business with Iran, Sudan, or any foreign terrorist organization as described in Chapters 806 or
807 of the Texas Government Code, or Subchapter F of Chapter 2252 of the Texas Government
Code, or (ii) is a company listed by the Texas Comptroller of Public Accounts under Sections
806.051, 807.051, or 2252.153 of the Texas Government Code.
(c) Pursuant to Chapter 2276 of the Texas Government Code (as added by Senate Bill
13, 87t' Texas Legislature, Regular Session and redesignated by House Bill 4595, 88th Texas
Legislature, Regular Session), Owner certifies that it is not a Company that boycotts energy
companies and agrees they will not boycott energy companies during the term of this Agreement.
The terms "boycotts energy companies" and "boycott energy companies" have the meaning
assigned to the term"boycott energy company"in Section 809.001, Texas Government Code. For
purposes of this paragraph, "Company" means a for-profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership, limited liability
partnership, or limited liability company, including a wholly owned subsidiary, majority-owned
subsidiary, parent company, or affiliate of those entities or business associations, that exists to
make a profit, but does not include a sole proprietorship.
(d) Pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill
19, 87`11 Texas Legislature, Regular Session, "SB 19"), Owner certifies that it is not a Company
that has a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association and agrees they will not discriminate against a firearm entity or firearm
trade association during the tenn of this Agreement. The terms "discriminates against a firearm
entity or firearm trade association" and "discriminate against a firearm entity or firearm trade
association"have the meaning assigned to the term"discriminate against a firearm entity or firearm
trade association" in Section 2274.001(3), Texas Government Code (as added by SB 19). For
purposes of this paragraph, "Company"means a for-profit organization, association, corporation,
partnership, joint venture, limited partnership, limited liability partnership, or limited liability
company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or
affiliate of those entities or business associations, that exists to make a profit,but does not mean a
sole proprietorship.
25
018144.000001\4895-6968-8521.v6
(e) Owner further certifies that,notwithstanding anything contained in this Agreement,
the representations and covenants contained in this Section 15.18 shall survive termination of this
Agreement until the statute of limitations has run. The liability for breach of the representations
and covenants contained in this Section 15.18 during the term of this Agreement shall survive until
barred by the statute of limitations, and shall not be liquidated or otherwise limited by any
provision of this Agreement, notwithstanding anything in this Agreement to the contrary.
[signatures on following pages]
26
018144.000001\4895-6968-8521.v6
EXECUTED by the City and Owner on the respective dates stated below.
Date: a� aoa�( CITY OF D N
By:
Sara H n 1 y, lty Manage
0aur
ATT
en Thoden, lty Secretary
APPROVED AS TO FORM
5,.t�
scull Bray,Deputy C'LLY Alt<xM`v
Mack Reinwand, City Attorney
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
44? czxrjA�.z
$GNWATURE PRINTED NAME
TITLE
DEPARTMENT
27
018144,000001\4895-6968-852 Lv6
STATE OF TEXAS §
COUNTY OF DENTON §
his i tru ent was acknowledged before me on the 06day of A . 2024,
b City Manager of the City of Denton, Texas,on behalf of saiJ City.
0
/a �4(0"m
Notary Public, State of Texas
(SEAL) '
7WMyNW0tWylD#:i31$2IM
BARDName printed or typed
Deoml4.20X
Commission Expires:
28
019144.000001\4895-6968-8521.v6
DRH:
D.R. HORTON—TEXAS, LTD.,
a Texas limited partnership
By: D.R. Horton, Inc.,
a Delaware corporation,
its authorized agent
By:
Name: v
Title: !qjg= EC9&-7 9:e
STATE OF S §
COUNTY OF QW01t1f §
BEFORE ME, a Notary Public in and for the State of Texas, dul authorized to take
acknowledgments, on A tic3 2024,personally appeared S { •ScCtiG}�
of D.R. Horton, Inc., a D laware corporation, authorized agent of D.R. Horton — Texas. Ltd., a J
Texas limited partnership, and acknowledged that lie executed the foregoing document on behalf
of said limited partnership.
RU7H RESENDEZCi -C�iC�Ci
�Notery Publle,State Of Texas Notary Public in and for the State of Texas
Comm.Expires 11-01-202B
•.','1�'a�'sF
Notary ID 131781375
29
M 144.000001 A895-6968-8521 v6
FORESTAR:
FORESTAR(USA) REAL ESTATE GROUP INC.,
a Delaware corporation
By: _ j5Z:�-
Name: Stephen Brim
Title: Vice President
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, a Notary Public in and for the State of Texas, duly authorized to take
acknowledgments, on t . 2024, personally appeared Stephen Brim ,Vice President
of Forestar (USA) Real 6tatc Group Inc., a Delaware corporation. and acknowledged that he
executed the foregoing document on behalf of corporation. ,.
Notary Pu lic in an fie State of Texas
4243
30
0 18 144.00000 114 8 9 5{i96"521.v6
ACKNOWLEDGED AND CONSENTED TO BY:
DOUBLE R DEVCO, LLC,
a Texas limited liability company
By:
Name:
Title: rvi A,rtl��
STATE OF §
COUNTY OFj =r4§
BEFORE ME, a Notary Public in and for the State of Texas, duly authorized to take
acknowledgments,on 2024,personally appearedRo n Lkrhm , nCT-
of Double R Devco, LLC, exas limited liability company, and ack owledged that he executed
the foregoing document on behalf of said limited liability company.
a+1O1+n, JUDITH moWELL
��pY•U �-
=ip; Notary Public.State of Texas
'7= Comm.Expires 0"2-2028 zry Public in and for the State of Texas
Notary ID 130885542
'rrnq
31
018144.00M .v6
Exhibit A
DESCRIPTION OF THE PROPERTY
BEING a tract of land located in the Thomas J. Egan Survey, Abstract No.486, the M.E.P & P.
RR. Co_ Survey, Abstract No. 1478, the George Orr Survey, Abstract No_ 985, the William Davis
Surrey, Abstract No_374, and the Thomas Polk Survey, Abstract No. 996, City of Denton and
City of Denton Extraterikodal Jurisdiction (E.T.J.), Denton County, Texas, part ofa called
56 5.364 acre tract described i n the deed to Legend s Ran ch Development, LLC, recorded in
Instrument No. 2019-146364 of the Official Records of Denton County,Texas (0.R.D.C.T.), and
being more particularly described by metes and hounds as follows:
BEGINNING at a 1 l2-in ch iron rod fou nd on the westerly right-of-way line of Thomas J. Egan
Road (formerly Long ham Drive), a 22.5 foot wide right-of--way dedication, according to the plat
of Golden Hoof Ranchettes, an addition to Denton County, recorded in Volume 4, Page 8 of the
Plat Records of Denton County, Texas(P.R.D.G.T.), at the northeast comer of a 10-foot wide
rig ht-of-way ded!cation according to the plat of Lot 1 R1 and 1 R2 of Golden Hoof Ranchettes, an
addition to Denton County, recorded in Document No. 2015-319 P.R.D.C.T., for a northerly
southeast comer of said 565.364 acre tract and an easterly southeast comer hereof,
THENCE North 83488'15" West, with a northerly south line of said 565.364 acre tract, and the
north line of said 10-foot right-of-way dedi cation,the north I ine of Lot 1 R 1 of said Lot 1 R 1 and
1 R2 of Golden Hoof Ranchettes, and the north line of Lot 6, Block A of said Golden Hoof
Ranchettes, a distance of 960.54 feet to a 518-inch iron rod with plastic cap stamped "KHA" set
in the easterly right-of-war line of Golden Hoof Drive, a 80 Toot right-of-way as dedicated
according to the plat of said Golden Hoof Ranchettes, for the northwest comer of said Lot 6, an
interior comer of said 565.364 acre tact, and an interior comer hereof';
THENCE South 002645" Vest,with the easterly right-of-way line of said Golden Hoof Drive, the
west I ine of said Lot 6, and an east li ne of said 56 5.364 acre tract, a distance of 417.42 feet to a
1f2-inch iron rod found for the southwest comer of said Lot 6 and an interior comer of said
56 5.364 acre tract, at the begin ni ng of a tangent curve to the left having a central angle of
5"53'07, a radius of 367.50 feet, a chord bearing and distance of South 2*29'46" East, 37.72
feet;
THENCE across said 565.364 acre tract the following courses and distances:
In a southeasterly direction, with said curare to the left, an arc distance of 37.74 feet to a
5M-inch iron rod with plastic cap stamped "KHA" set at the end of said curve,
South 542618" East, a distance of 100.54 feet to a 518-inch iron rod with plastic cap
stamped"KHA" set at the beginning of a tangent curare to the right having a central angle
of 12 01 V09", a radius of 432.50 feet, a chord bean ng and di stance of South 0°39'17"
West, 91.81 feet,
In a southwesterly direction, with said curve to the right, an arc distance of 91.98 feet to
a 518-in ch iron rod with plastic cap stam ped "KHA" set at the end of said cu rwe,
South 6444'51" West,a distance of 36.02 feat to a 518-inch iron rod with plastic cap
stamped"KHA" set for comer,
South 3,9°15'Ct9" East, a distance of 28.2.9 feet to a 518-inch iron rod with plastic cap
stamped "KH,A" set on the northerly right-of-way line of U.S. Highway 380,for a
southeast comer hereof;
TH EN C E N orth 83'15'09" West, along the northerly right-f-way li ne of said U_S_ Highway 381),
with the easterly south line of said 565.364 acre tract, a distan rre of 105.00 feet to a 518-inch
iron rod with plastic cap stamped "KHA"set for the easterly southwest comer hereof;
THENCE departing the northerly right-of-way line of said U.S. Highway:�.80, across said
56 5.364 acre tract, the following courses and distances:
North 51"44'51" East, a distance of 28.28 feet to a 518-inch iron rod with plastic cap
stamped "K RA" set for comer,
North 6°44'51" East, a distance of 35_02 feet to a 5J8-inch iron rod with plastic cap
stamped "K RA" set at the beginning of a tangent curve to the left having a central angle
of 12°1119", a radius of 367.50 feet, a chord bearing and distance of North 0°3917"
East, 78.01 feet,
In a northeasterly direction, with said curve to the left, an arc distance of 78.16 feet to a
518-inch iron rod with plastic cap stamped "KHA" set at the end of said curve,
North 5'26'18' West, a distance of 100.54 feet to a 5J8-inch iron rod with plastic cap
stamped "K RA" set at the beginning of a tangent curve to the right having a central angle
of 5'5302", a radius of 432.50 feet, a chord hearing and distance of North 2`29'46"
West, 44.40 feet,
In a northwesterly direction, with said curve to the right, an arc distance of 44.42 feet to a
518-inch iron rod with plastic cap stamped "KHA" set at the end of said curve,
North 0°26'45" East, a distance of 142.146 feet to a point for an interior comer hereof,
North 83"20'39" West, a d istance of 2051.52 feet to a point for an i nterier comer hereof.
South 6'44'41" Nest, a distance of 372.46 feet to a point on the northerly right-of-way
I ine of said U.S_ Higlydvay 380, a southerly I ine of said 585.364 acre tract, for the westerly
southeast comer hereof,
THENCF along the northerly right-of-way lines of said lJ_S_ Highway 380, with southerly lines of
said 565.364 acre tract, the following courses and distances:
North 83°15'19" West, a d istance of 314.2 3 feet to an al umi num Tx DDT rig ht-of-way
monument found for comer,
South 85°13'36" West, a distance of 355.99 feet to a 112-inch iron nod with cap stamped
"RPLS 4551" found for comer,
North BY 15'09" West, a d istance of 170 3.98 feet to an alu m inum TxDOT right-of-way
monument found for the southeast comer of a called 30.470 acre tract of land described
in the deed to Larry L. Bailey and spouse, Patricia L. Bailey, recorded in Volume 5409,
Page 4755 of the Deed Record s of Denton Dou ntv, Texas (D_R.D.D.T_),the southerly
southwest comer of said 565.364 acre tract, and the southwesterly southwest comer
hereof,
THENCE North T11`25" East, with the east line of said 30.470 acre tract and the southerly west
line of said 565.364 acre tract, a distance of 1022.H feet to a 2-inch pipe found in the south line
of a called 43.92 acre tract described in the deed to Legends Ranch Development, LLO,
recorded in Instrument No. 93-R0091889 0.R.D.C.T., for the northeast comer of said 30.470
acre tract, the southerly northwest comer of said 565.364 acre tract,and the southerly
northwest comer hereof;
TH EN C E N orth 89027'40" East, with the south line of said 43.92 acre tract and a southerly north
line of said 565.364 acre tract, a distance of 1075.98 feet to a point on the approximate
centerii ne of a creek, for the southeast comer of said 43.92 acre tract, an i nterior comer of said
565.364 acre tract and an interior comer hereof
THENCE along the centerline of said creek, with easterly lines of said 43.92 acre tract, and
westerly lines of said 565.364 acre tract, the following courses and distances:
North 54019143"West, a distance of 225.34 feet to a point for comer;
North 69029124"West, a d istance of 449.26 feet to a point for comer;
North 17039104"West, a d istance of 543.10 feet to a point for the northeast comer of
said 43.92 acre tract, an interior comer of said 56 5.364 acre tract, and an interior comer
hereof,
THENCE North 89'48'46n Vest, with the north line of said 43.92 acre tract and a northwestedy
south line of said 565.364 acre tract, a distance of 2092.38 feet to a point within the margins of
Nail Road, in the east line of a called 30.297 acre tract of land described in the deed to
Broekland Properties, LLC, recorded in Instrument No. 2017--78184 O.R.D.C.T., for the
northwest comer of said 43.92 acre tract, the northerly southwest comer of said 565.364 acre
tract, and the northwesterly southwest comer hereof:a 112-i nch iron rod found for reference on
the east margin of said Nail Road bears South W48'46" East 18.00 feet from said poi nt for
comer,
TH EN C E N orth Oh 13'42" East, with in the margi ns of said Nai I Road, with the east li ne of said
30.297 acre tract and the westernmost west line of said 565.364 acre tract, a distance of 631.58
feet toa 112-inch rod found in the southeasterly right-of-way line of Burlington Northern
Railroad, on the northwest margin of said Nail Road, for the north comer of said 30.297 acre
tract, a northwest comer of said 565.364 acre tract, and a northwest comer hereof;
TH EN C E N orth 28"40'28" East, with the southeast right-of-way li ne of said Burlington Northem
Railroad, along the northwest margin of said Nail Road,with the Northwest line of said 565.364
acre tract, a distance of 1355.15 feet to a point within the margins of Jackson Road, for the
westerly northwest comer of said 565.364 acre tract and the westerly northwest comer hereof,
TH EN C E N orth 894 32'55" East, within the marg ins of said Jackson Road,with the westerly
north line of said 565.364 acre tract, the south I ine of a called 5.241 acre tract of land described
in the deed to 2018 Stone Family Trust recorded in Instrument No. 2018-105715 0.R.D.C.T.,
and the southerly south line of said a called 298.2D4 acre tract of land described in the deed to
McCart St, LLO, recorded in Instrument No.2018-5215 O.R.D.C.T., a distance of 1746.66 feet
to a 112-inch iron rod found for the southerly southeast comer of said 298.204 acre tract, an
interior comer of said 565. 4 acre tract and an interior comer hereof;
THENCE North 0`57'04" East, continuing within the margins of said Jackson Road, with the
southwesterly east line of said 298.204 acre tract, a northerly west line of said 565.364 acre
tract, a distance of 138.90 feet to a 1f2-inch iron rod found for the southwest comer of a called
10.DD acre tract described in the deed to Russell Mark Sales and wife, Shelly Ann Sales,
recorded in Instrument No. 93-RDD30700 0.R.D.C.T.,the northernmost northwest comer of said
565.364 acre tract and the northernmost northwest corner hereof;
THENCE North 0941420" East, continuing within the margins of said Jackson Road, Vdh the
south line of said 10.000 acre Sales tact, the south li ne of a called 10.0D acre tract of land
described in the deed to Jimmy Lee Grozier recorded in Instrument No. 96-RD082430
0.R.D.C.T., and a north line of said 565.364 acre tract, a distance of 2597.71 feet to a 1f2-inch
iron rod found for the southwest comer of a called 134 acre tract described in the deed to
James T_ Addington and wife, Carol L. Addington, recorded in Volume 611, Page 296
D.R.0.C.T., at an angle point in said north line of called 565.364 acre tract and an angle point in
a north line hereof
THENCE North 07452'07" East, continuing within the margins of said Jackson Road, with a
north line of said 565.364 acre tract, the south line of said 134 acre tract, the south line of Lot 1,
Block A of Connolly Add ition, an addidon to Denton County, as shown on the plat recorded in
Document No. 2017-51 P.R.D.C.T., and the south line of a called 10.035 acre tract described in
the deed to Ira Sam Houston and wife, Helen Made Houston, recorded in Volume 1239, Page
617 D_R_D.C.T., a distance of2285.65 feet to a 112-inch iron rod found for the northwest comer
of the right-f-way dedication at the intersection of Jackson Road and Thomas J. Egan Road
according to the plat of Bent Rails Addition, an addition to the City of Denton E.T.J., recorded as
Document No. 2020-57 P.R.D.C.T., the northeast comer of said 565.364 acre tract and the
northeast corner hereof;
THENCE South W15'52" West, within the margins of said Thomas J_ Egan Road,with the
northerly east line of said 565.364 acre tract, the west line of the 32.5-foot right-of-way
dedication for Thomas J_ Egan Road according to the plait of said Bent Rails Addition, the west
line of a called 5.134 acre tract of land described in the deed to Cesar Gonzalez Pegueros and
wife, Gricelda Tovar-Galvan Gonzalez, recorded in Instrument No. 2013-62297 O.R.D.C.T.,the
west line of a called 175 acre tract of land described in the deed to Claude H. Smith recorded in
Volume 362, Page 341 D.R.D.C.T., the wrist line of a variable width right-of--way dedication for
Thomas J. Egan Road according to the plat of Moreno Addition, an additron to the City of
Denton E.T.J., recorded in Document No. 2020-36 P.R.D.C.T.,the west line of a called 30 acre
tract described in the deed to Vickie Murdock recorded in Instrument N o. 2004-W900
0.R.D.C.T., and the westerly west line of a called 5.000 acre tract described in the deed to
Brandon Murdock recorded in Instru ment N o. 2017-55842 C.R.D.G.T., a d istan ce of 3028.84
feet to a PK nail found at the northeast comer of the right-of--way dedication at the intersection
of Tenderfoot Trail and said Thomas J_ Egan Road (fomierly Long hom Drive)according to the
plat of said Golden Hoof Ran chettes, for a northerly southeast comer of said 565.364 acre tract
and a northerly southeast comer hereof,
THENCE North 03408'15" West, with the northerly right-of--way dedication for said Tenderfoot
Trail, and a northerly south line of said 565.364 ace tract, a distance of 19.54 feet to a 112-inch
iron rod found for an interior comer of said 565.364 acre tract and an interior comer hereof;
THENCE South 1)'2646" desk, across said Tenderfoot Trail, with a southerly east lino of said
56 5.364 acre tract, the east line of Block A of said Golden Hoof Ran chettes, the west right-of-
way line of said Thomas J. Egan Road(Yomierly Longhorn Drive) a distance of 834.84 feet to
the POI NT OF BEGI MN ING and containing 542.536 acres of land, more or less.
EXHIBIT B
DEPICTION OF THE PROPERTY
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CONCEPT PLAN
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EXHIBIT D
DEVELOPMENTSTANDARDS
o Any parcels adjacent to US 380 frontage developed with multi-family or
nonresidential uses must comply with the Denton Development code regulations
applicable to parcels zoned Highway Commercial (HC) including:
• Section 7.7 Landscaping, Screening Buffering, and Fences
• Section 7.8 Access and Circulation
o Any multi-family uses shall comply with the following regulations:
• 1 parking space/bedroom not to be enclosed
• 30% open space
• Maximum density per Exhibit C
• 35' minimum setback from US 380
• Street lighting will be provided at a maximum interval of 300' along the fire
lane(s) and will be provided within any public parking lot.
• Dumpsters will be screened on 3 sides.
• Fagade requirements do not apply to this development.
o Any single-family uses shall comply with the following regulations:
• No more than 35% of the single-family residential homes to be built on the
Land may be on lots that are between 40-44 feet wide.
• No more than 35% of the single-family residential homes to be built on the
Property may be built on lots that are between 45-49 feet wide.
• The remaining 30% of the single-family residential homes to be built on the
Property may be built on lots that are 50 feet or wider.
• The City of Denton zoning requirements, including but not limited to fagade
requirements, do not apply for this development unless specifically provided
otherwise in this Agreement.
Sin le-Famil Uses
Min. Side Min. Rear Min. Front Min. Structure Max Lot
Yard Yard Yard Size Coverage
5 10 20 1200 60%
o Lot width shall be measured at the front building line as established by the developer,
but not less than twenty(20) feet from the right-of-way line; and
o Drive spacing requirements at intersections shall be measured from the back of curb
to the edge of drive.
o All development within the Land shall comply with the density and number of acres
proposed for each type of land use set forth in the Master Land Plan(provided as
Exhibit C), provided such densities and used may be relocated within the Property
subject to approval of the City Manager, or the City Council, if the Developer request
that the council consider the relocation, neither of which approvals shall be
unreasonably withheld, with the City Council's approval.
o All development within the Land shall comply with the subdivision platting
requirements set forth in the City's rules and regulations, unless specifically provided
otherwise in this Agreement. Developer is authorized to develop the Land in phases
by filing preliminary plats with the City, and to Create, activate, develop, and build-
out the Land in a progressive and orderly manner, as approved by the City.
Adjustments to the preliminary plat phasing plan that increases the number of lots
included in any given phase shall be allowed and approved at a staff level as long as
the proposed revision doesn't increase the total phase lot count by more than fifteen
(15%) of what is shown on the approved preliminary plat.
EXHIBIT E
ONSITE ROADWAY IMPROVEMENTS
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OFFSITE WATER IMPROVEMENTS
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EXHIBIT H
o City Secretary's Office
DENTON 215 E. McKinney St., Denton, TX 76201 • (940) 349-8309
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
I, the undersigned City Secretary of the City of Denton, Texas, (the "City") DO HEREBY
CERTIFY that according to the records of the City, of which I am a custodian, the attached is a true
and accurate copy of the following duly filed with the City Secretary's Office:
Resolution 22-1351
as adopted by the City of Denton City Council on June 28, 2022.
TO CERTIFY WHICH, witness my official signature and the seal of said City, this the 28th
day of March 2023.
�0%1111 Nlrff;�+e
-........,�o•�.� ROSA RIOS
ci q Z
CITY SECRETARY
*i ; CITY OF DENTON, TEXAS
� � s
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h �
+O %,
OUR CORE VALUES
Inclusion • Collaboration • Quality Service• Strategic Focus • Fiscal Responsibility
ADAIEOEIADEA www.cityofdenton.com TDD(800)735-2989
RESOLUTION NO. 22-1351
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
CONSENTING TO THE CREATION OF LEGENDS RANCH MUNICIPAL UTILITY
DISTRICT OF DENTON COUNTY, WHICH LIES WITHIN THE EXTRATERRITORIAL
JURISDICTION OF THE CITY OF DENTON
WHEREAS, Legends Ranch Development, LLC, a Texas limited liability company(the
"Petitioner'),desires that the City of Denton consent to the creation of Legends Ranch Municipal
Utility District of Denton County(the"District)to serve the approximately 496.136 acres of land,
more or less, in Denton County, Texas as described in Exhibit "A" attached hereto and
incorporated herein for all intents and purposes;and
WHEREAS, the land to be included within the District is located wholly within the
extraterritorial jurisdiction of the City of Denton,Texas;and
WHEREAS, the Petitioner has submitted to the Mayor and City Council of the City of
Denton,Texas a Petition for Consent to Creation of Legends Ranch Municipal Utility District of
Denton County;and
WHEREAS,the general nature of the work to be done in the District is the construction,
acquisition,maintenance and operation of a waterworks system, a sanitary sewer system,a storm
water drainage system and roadway system;and
WHEREAS,the City Council of the City of Denton,Texas desires to adopt a Resolution
for the purpose of consenting to the creation of the District and consenting to the issuance of bonds
for the construction of a waterworks system, a sanitary sewer system, a storm water drainage
system and roadway system;
NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY
RESOLVES:
Section 1_ Subject to the condition reflected in Section 3 of this Resolution, the City
Council of the City of Denton hereby grants its consent to and the Mayor is instructed to execute
such additional documents, if any, as required to evidence the City of Denton's consent to the
creation of Legends Ranch Municipal Utility District of Denton County on that portion of the
property described on the attached metes and bounds description located within the extraterritorial
jurisdiction of the City and to consent to issuance of bonds for the construction of a waterworks
system,a sanitary sewer system,a storm water drainage system and roadway system.
Section 2. This Resolution take effect immediately from and after its passage and is
accordingly so resolved.
Secg,4n 3. If requested by the City, the City and Petitioner may execute a development
agreement regarding the development of the property within the District, pursuant to Texas Loc.
Gov't Code Ch.212.
The motion to approve this Resolution was made by OVAS-M4h and
seconded by_ �So rn 80L ire the Resolution was passed and approved
by the following vote f ]: IJ
Aye Nay Abstain Absent
Gerard Hudspeth,Mayor: ✓
Vicki Byrd,District 1: ✓
Brian Beck,District 2: V
Jesse Davis,District 3: V
Alison Maguire,District 4: ✓
Brandon Chase McGee,At Large Place S: ✓
Chris Watts,At Large Place 6: ✓
PASSED AND APPROVED this the�� day of V to n a , 2022.
G SPETH,MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY �
oy
do
BY: do
� � s
•
Cc
APPROVED AS TO LEGAL FORM: ,'�i A »•••• �� `�
MACK REINWAND, CITY ATTORNEY
Wtalty signed by Mack
Retnwand
BY: a[.t F,(< 06 23 193135-OS'QQ'
EXHIBIT"A"
PETITION FOR CONSENT TO CREATION OF
THE STATE OF TEXAS §
COUNTY OF DENTON §
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF DENTON:
The undersigned (collectively, the "Petitioner=), acting pursuant to the provisions of
ChWers 49 and 54 of the Texas Water Code,and Section 42.042 of the Texas Local 0ovemmnent
Coda respecdUlly petitions this Honorable Council for its consent to the creation of a municipal
utility district,and for cause would re speedhlly slow the following:
1.
The name of the proposed District shall be"Legends Ranch Municipal Utility District of
Denton County"(the"District").
II,
The District shall be organized under the terms and provisions of Article III, Section 52,
and Article XVI, Section 59, of the Texas Constitution, Chapters 49 and 54 of the Texas Water
Code,together with all amendments and additions thereto.
III.
The District shall contain an area of approximately 496.136 acres of land(the"Property'),
situated within Denton County,Texas,described by meted and bounds in Exhibit"A," attached
hereto and incorporated herein. The District is located wholly within the extr orritorial
jurisdiction of the City of Denton, Denton County, Texas, and the District is not within the
corporate limits or extrateaitorial jurisdiction of any other city,town or'village.
IV.
The undersigned oonstitutm a majority in value of the holders of title to the lands in the
proposed District,as shown by the tax rolls and conveyances of record since the date or preparation
of said county tax rolls.
V.
The proposed District shall be organized for the following purposes:
4810-5696.2a74.0
(1) provide a water supply for the District for municipal and domestic uses;
(2) collect transport, prorsss, dispose of and control all domestic, industrial, or
communal wastes whether in fluid,solid,or composite state;
(3) gather,conduct,,divert and control local stoma water or other local harmful excesses
of water in the District;
(4) construct,acquire,improve,maintain and operate macadamized,graveled,or paved
roads and turnpikes,or other improvements in aid of those roads;and
(5) such other construction,installation,maintenance,purchase,and operation of such
additional facilities,systems,plants and enterprises as shall be consistent with the
purposes for which the District is organized.
The aforementioned purposes may be accomplished by any mechanical and chemical
means and processes incident,necessary or helpful to such purposes,to the extent authorized by
law and the creation of the District, to the end that public health and welfare may be conserved
and promoted,and the purity and sanitary condition of the States waters protected,effected and
restored.
VI.
The general nature of the work anticipated to be done by the District at the present time is:
(i)the construction of a water distribution system for domestic purposes;(ii)the coustruction of a
sanitary sewer system;(iii)the control,abatement and amembaent of the ha mM excess of waters
and the reclamation and drainage of overflowed lands within the District;('rv)the constriction and
financing of macadamized, graveled, or paved roads and turnpikes, or improvements in aid of
tlum roads;and(v)such other construction,installation,maintenance,purchase and operation of
such other facilities, systems,plants and enterprises as shall be consistent with the purposes for
which the District is organized,all to the extent authorized by law from time to time.
VM
There is a necessity for the improves above described because the District is looted
within an area which will experience a substantial and sustained residential growth within the
foreseeable future, is urban in nature and is not supplied with adequate water, sanitary sewer,
drainage facilities and services,or roads. The health and welfare of the futum inhabitants of the
District require the provision of adequate water, storm and sanitary sewer facilities and services,
and roads.
The provisions of such water,storm and sanitary sewer facilities and services,and roads
will conserve and preserve the natural resources of this State by promoting and protecting the
purity and sanitary condition of the State's waters,and will promote and protect the public health
and welfare of the community, therefore, a public necessity exists for the orgaWation of said
District.
4810-5696.2474.vr
The property cannot be developed without the creation of the District to finance the water,
sanitary sewer,and drainage facilities and services,and roads;therefore,a public sty exists.
V11L
The proposed improvements are practicable and feasible,in that the terrain of the territory
to be included in the proposed District is of such nature that water, storm and sanitary sever
facilities and services, and roads can be constructed or provided at a reasonable cast; and said
bcrtitoiy will be rapidly developed for residential use.
DL
A preliminary investigation has been instituted to determine the cost of the proposed
improvements to be constructed by the District,and it is now estimated by those Sling this petition,
f um such inforrnn&m as they have at this time,that the ultimate cost of such impmvemeaats will
be approximately$54,693,900.
X.
WHEREFORE,, the undersigned respectfully pray that this Petition be granted in all
respects and that the City Council ofthe City of Denton,Texas,adopt a resolution giving its written
consent to the creation of the District.
[TI[E REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
481aS69&2474.v1
RESPECTFULLY SUBMITTED this the 1�day of 2020.
PETITIONER:
LEGENDS RANCH DEVELOPMENT,LLC,
a Texas limited liability company
By:
Nam: Leonard S. &,I-
Title: Manager
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before ne on the day of 2020 by
Leonard S. Zak, Manager of Legends Ranch Development, LLC, a Texas r ed liability
company, on behalf of said limited liability company.
AMY A. DULANEY /�qU
.' Notary PubUL
io ate Of vim �c Notary Po in and forth tate of Texas
(SEAL) Comm.Expires OW20 ago
4810-56%-2474.v 1
EXU BIT W
LEGENDS RANCH MUNICIPAL UTILITY DISTRICT OF DENTON COUNTY
496.136 ACRES
T. Polk Survey,Abst. No. 998,
T. Egan Survey, Abst.No. 406,
M. Davls Survey,Abst No. 374,
G.Orr Survey, Abst. No. 985
M.EP. 8 P.P.R.Co. Survey,AbsL No. 1470
City of Denton ETd, Denton County,Texas
BEING all that certain Iot, track or parcel of land situated In the G. Orr Survey Abstract
Number 985, the W. Davis Survey Abstrad Number 374, the T. Polk Survey Abstrad
Nurnber998,the T.Egan SurveyAbstract Nurnber408 and the M.E.P.and P.R.R.Company
Survey Abstract Number 1470 In the City of Denton.Denton County,Texas,!wing a part of
that certain tact of land conveyed by deed from Wise Asset Management Corporation to
Wise Asset#1, Ltd. moorded In Volume 4797, Page 528, Real Property Records, Denton
County,Texas and being all of Lots 2-5,Block and all of Lots 1-3, Black B of Golden Hoof
Rangy, an Addition to Denton County,Texas,aocording to the plat thereof recorded in
Volume 4, Page 8, Prat Records, Denton County, Texas and being more particularly
described as follows:
COMMENCING at a right of way disc found for comer In the north line of U.S Highway
Number 380, a public roadway having a variable width right of way, said point being the
southeast of that certain tract of that certain tract of land conveyed by deed from Mark L
Schrimpf to Larry L Bailey and Patricia L Bailey, recorded In Volume 6409, Page 4755,
Real Property Records, Denton County,Texas;
THENCE N OV 12'20°E, 1022.80 feet with the east One of said Bailey toad to an iron pipe
found for comer,said point lyimg In the south line of said Orr Survey and In the south fine of
that certain tract of land conveyed by deed ftom Wise Asset Management Corporation to
Jan K. Bradley, recorded under Clerk's File Number 93-ROO91889, Real Property Records,
Denton County,Texas;
THENCE N Mr 27'40' E, 852.39 fleet with said south line said Orr Survey and said south
line of said Bradley tract to the POINT OF BEGINNING;
THENCE N 8V 27'40" E.222.97 fleet with said south line said Orr Survey and said south
line of said Bradley,said point being the southeast corner of said Bradley tract;
THENCE N 540 20'29'W,225.34 feet with the east One of said Bradley tract to a point for
comer in sold Hickory Creek;
THENCE N 69°29'24'W,449.26 fleet with said east One of said Bradley tract to a point for
comer in said Hickory Creek;
THENCE N 170 39'04"W, 643.1O feet with said east tine of said Bradley tract to a point In
said Hickory Creek, said point being the northeast comer of Bald Bradley tract
THENCE N 8V 48'48"W,2093.20 feet with the north line of said Bradley tract to a railroad
spike set for comer point In an east line of the W. Stoneham Survey Abstract Number 1145
and in Nail Road, a public roadway, said point being the northwest comer of said Bradley
tract
THENCE N 00°20'22"E,631.35 Beet with saki east line of said Stoneham Survey and with
saki Nail Road to an iron rod found for comer In the southeasterly Kne of the G.C. and S.F.
Railroad Company right of way;
THENCE N 2r 39' 15" E, 1 M.14 feet with said southeasterly line of the G.C. and S.F.
Railroad Company right of way to a railroad spike set for corner in Jackson Road, a public
roadway and in a south line of said Stoneham Survey,
THENCE N 890 33'4V E, 1746.85 feet with the said south line of said Stoneham Survey
and with said Jackson Road to and Iron rod found for comer,said point being the southeast
comer of said Stoneham Survey;
THENCE N 000 5r 04" E. 138.93 feet with the most easterly east line of said Stoneham
Survey to an Iron rod found for comer,
THENCE N 89° 14' 20' E, 2597.32 feet with said Jackson Road to and Iron rod found for
comer,
THENCE N 87° 62' 07' E, 2285.31 feet with said Jackson Road to and Iron rod found for
comer at the intersection of sald Jackson Road and Thomas J. Egan Road, a public
roadway;
THENCE S 000 12'2V W. 3028.48 feet with said Thomas J. Egan Road to a Mag Nail set
for comer in said Thomas J. Egan Road;
THENCE N 83" 09 61"W, 22.84 feet to an iron rod marked 4561 set for confer In the west
line of Bald Thomas J Egan Road,said point being the northeast comer of said Golden Hoof
Ranchettes, an Addition to Denton County, Texas, recorded In Volume 4, Page 8, Plat
Records, Denton County;
THENCE S 00° 27'25"W, 835.02 feet with said west line of said Thomas J. Egan Road to
an iron rod for comer,
THENCE N W 09' 04"W, pass at 10.06 feet the northeast comer of Lot 1 R1 of Golden
Hoof Ranchettes, an Addition to Denton County, Texas according to the plat thereof
recorded under Document Number 2015-319, Plat Records, Denton County, Texas and
continuing a total distance of 960.42 feet with the north One of said Lot 1 R1 of said Golden
Hoof Ranchettes and with the north line of Lot 6, Block A, of sold Golden Hcof Ranchettes,
recorded in Vohune 4, Page S.Plat Records, Denton County,Texas to an iron rod found for
comer in the east line of Golden Hoof Drive, a public roadway having a right of way of 60
feet
THENCE S 00° 26'4T W, 284.06 filet with said east line of said Golden Hoof Drive to an
Iron rod set for cormr,
THENCE N 83" ISM W.2780.58 feet with the south line of said Lot 6 of said Olden Hoof
Ranc hifte and with the south Cne of Lot 'IR2 of said Gold Hoof Rancheftes to an Iron
rod set for corner,
THENCE N 06044'52" E, a distance of 225.39 feet,to an iron rod set for comer,
THENCE N 47°09'34" W, a distance of 126.12 feet,to an Iron rod set for comer,
THENCE N 57°3743"W, a distance of 396.06 feet,to an iron rod set for comer,
THENCE N 60'36'12" W, a distance of 559.09 feet, to the PLACE OF BEGINNING and
containing 496.136 acres of land.
EGENDS RANCH MUNICIPAL UTILITY DISTRICT11
OF DENTON COUNTY
T. Polk Survey, Abst. No. 998,
T. Eagan Survey, Abst. No. 406, �.
M. Darns Survey, Abst. No. 374,
G. Orr Survey,Abst. No. 985
M.E.P.& P.P.R. Co. Surrey,Abet. No. 1470 \
City of Denton ETJ, Denton County,Texas 3
SHEET INDEX
i
P.O.C. I
i
i
i
P.O.B. � -
x �
SHEET 1
SHEET 2
496.136 ACRES $
A
t
21 ,611,684 SF
1�
1
i t
1 1
' 1
+ Thomas J.Egan Rd.
LEGENDS RAHCN MUNKCtmi UTILITY DdmCT
OF DENTON COUNTY
BOUNDARY EXHIBIT ir� -�I \' isIw 0 750 150(
496.136 AC. N
T.TABOR CONSULTING, PILLC
FIRM I,D # 5279 City of Denton ETJ '
ben on County,Texas Scale: 1'=1500'
LEGENDS RANCH MUNICIPAL UTILITY DISTRICT
1
OF DENTON COUNTY
T.Polk Survey,Abst No.998,
T. Eagan Survey,Abst No.406,
j •� ` M.Davis Surrey,Abst. No.374,
G.Orr Survey,Abst. No. 985
M.E.P.&P.P.R.Co.Survey,Abst. No. 1470
ply of Denton ET.1. Denton County.Teas
l N 0'-2V2Z E
631.35'
' N �
1 `
IJfftY L BIDET FaWL UK , -�•.
1
1
•V AST xu r U*AQWUTO
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n
7NOV20"
r
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oo
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! / ggyl Syr �� a / *Ly
i s 01
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1 ! Wig , '9'2V2e w 496,13 ►�1tES
P.o.g. f '
J / .� '+ 448.�6 �r/ ' 1,684 SF N 0.57'04'
I i 13US
r M
5 w
225.34' /f�! r• ! N
J f NSS'4�"w J2 9i0
J
1 j!4-44'521 f
L I;rr !Y25.39�
_ / !
' / ILn
to
r� r�'NB3'Tcn /f /
�1 . 27 �f SHEET i
SHEET 2
�[ONID3lAMCHJIMBBCI�AL IfrilffY DISf11d
of Duf[om COUNT
BOUNDARY EXHIBIT ''s.
1 15W 0 750 150(
T.TABOR CONSULTING, PLLC 496.136 AC. N
FIRM 1.13# 5279 City of Denton ETJ Scale: 1" 1SW
Denton County,Texas
LEGEND$RANCH MUNICIPAL UTILITY DISTRICT
OF DENTON COUNTY
T. Polk Survey,Abst. No.998,
T.Eagan Survey,Abst. No.406,
M. Davls Survey,Abst.No.374,
G.Orr Survey,Abst. No.985
M.E.P.&P.P.R.Co.Survey,Abst. No. 1470
City of Denton ETJ, Denton County,Texas
SHEET 1
SHEET 2
N §
'
rn
1
r
r
=r 496.136 ACRES .-
1 x 21,611,684 SF.- "I
JJf
03
r4
S00'26'47"W
284 6'
1 ' 'op
42
1 1 S 0 27' ' W 1
s 01 '4• 302&48'
T N 83'09'51" Thomas J. Egan Rd.
22.64'
UGEHW RANCH MUNWAPAl UNM baniCT
OF Doff"COUNTY
BOUNDARY EXHIBIT �{ 1500 0 750 150m
496.136 AC. y N
T.TABOR CONSULTING, PLLC
FIRM 1.1)# 5279 City of Denton ETJ Scale:1••15w
Denton County,Texas
EXHIBIT I
City Secretary's Office
OF
DENTON 215 E. McKinney St., Denton, TX 76201 • (940) 349-8309
CERTIFICATE OF CITY SECRETARY
THE STATE OF TEXAS
COUNTY OF DENTON
CITY OF DENTON
I, the undersigned City Secretary of the City of Denton, Texas, (the "City") DO HEREBY
CERTIFY that according to the records of the City, of which I am a custodian, the attached is a true
and accurate copy of the following duly filed with the City Secretary's Office:
Resolution 22-1352
as adopted by the City of Denton City Council on June 28, 2022.
TO CERTIFY WHICH, witness my official signature and the seal of said City, this the 28th
day of March 2023.
�.• y ,........... a '• ROs Rlos
r y���1
s IWz CITY SECRETARY
i *
CITY OF DENTON, TEXAS
doo
s` r
OUR CORE VALUES
Inclusion • Collaboration •Quality Service • Strategic Focus • Fiscal Responsibility
ADNEMADEA www.cityofdenton.com TDD(900)735-2989
RESOLUTION NO.22-1.352
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
CONSENTING TO THE ADDITION OF CERTAIN LAND INTO LEGENDS RANCH
MUNICIPAL UTILITY DISTRICT OF DENTON COUNTY.
WHEREAS, the City of Denton, Texas (the "City) received a Petition for Consent to
Addition of Land to a Municipal Utility District (the "Petition") executed by Legends Ranch
Development,LLC,a Texas limited liability company(the"Petitioner'),attached hereto as Exhibit
"A;"and
WHEREAS, the Petition seeks to add that certain 45.782 acre tract of land described
therein (the "Property) to Legends Ranch Municipal Utility District of Denton County (the
"District'),the same being located in the extraterritorial jurisdiction of the City;and
WHEREAS, Texas Local Government Code, Section 42.0425,provides that land within
the extraterritorial jurisdiction of a city, town or village may not be added to the District without
the written consent of such city,town or village; and
WHEREAS,the City Council of the City desires to give its consent to the addition of the
Property to the District;
NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY
RESOLVES:
Section I. The facts set out in the preamble are true and correct and are incorporated herein
for all purposes.
Section 2. Subject to the condition reflected in Section 4 of this Resolution, the City
Council of the City hereby gives written consent, pursuant to Section 42.0425, Texas Local
Government Code,to the addition of the Property to the District.
Section 3. The City Council of the City officially finds, determines, recites, and declares
that a sufficient written notice of the date, hour, place, and subject of this meeting of the City
Council was posted at a place convenient to the public at the City Hall and on the official website
of the City in the manner and for the time required by law preceding this meeting, as required by
the Open Meetings Act,Chapter 551,Texas Government Code,and that this meeting was open to
the public as required by law at all times during which this Resolution and the subject matter
thereof was discussed, considered, and formally acted upon. The City Council further ratifies,
approves,and confirms such written notice and the contents and posting thereof.
Section 4. If requested by the City, the City and Petitioner may execute a development
agreement regarding the development of the property within the District,pursuant to Texas Loc.
Gov't Code Ch. 212.
$ection 5. This Resolution take effect immediately from and after its passage and is
accordingly so resolved.
The motion to approve this Resolution was made by G-evr&r 0, S p6k and
seconded by 1 the Resolution was passed and approved
by the following vote F-_aj:
Aye Nay Abstain Absent
Gerard Hudspeth,Mayor: ✓
Vicki Byrd,District 1: t!
Brian Beck, District 2: r/
Jesse Davis, District 3:
Alison Maguire,District 4: iJ
Brandon Chase McGee,At Large Place 5: ✓
Chris Watts,At Large Place 6:
PASSED AND APPROVED this the : day of T L 2022.
GERARD MJDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY OF1F11EM0
� - t i
BY: w
— * s
APPROVED AS TO LEGAL FORM: '.� 'ti..., -�P�``•
MACK REINWAND,CITY ATTORNEY ��ri�►�i�
ReInlyON«�t�`��,
019ftsskoed by Mack
BY: ti-t4j DKe:7o22.06131934-15-OS-W
EXHIBIT"A"
PETITION FOR CONSENT TO ADDITION OF LAND
TO A MUNICIPAL UTILITY DISTRICT
THE STATE OF TEXAS §
COUNTY OF DE NTON §
TO THE HONORABLE MAYOR AND CITY COUNCIL OF THE CITY OF DENTON,
TEXAS:
The undersigned, Legends Ranch Development, LLC, a Texas limited liability company
(the'Owuuer"),aging pursuant to the provisions of Chapters 49 and 54 of the Texas Water Code,
and Section 42.0425 of the Texas Local Government Code, respe filly petitions the City of
Denton, Texas for its consent to the inclusion of land in the proposed Legends Ranch Municipal
Utility District of Denton County (the "District"), and is support of this Petition would
mspectf illy show the following:
I.
The approximately 45.782 acres sought to be added to the: District (the "Trail") is
described by metes and !sounds in Exhibit"A," attached hereto and made a past hereof for all
Purposes-
The Tract lies within Denton County, and not within the boundaries of any incorporated
city or town. The Tracts lies within the exclusive aciraterritorial .jurisdiction of the City of
Denton,Texas, as such term is determined pursuant to Chapter 42 V.T.C.A. Local Government
Code.
III.
The Owner is the bolder of title to the Tmet as shown by the Denton County Tax Rolls
I
and conveyances of record. There are no lenholders on the Tract.
i
IV
f
The general nature of the work to be done by and within the Tract at the present time is
the construction, maintenance and operation of a waterworks system for residential and
commer-cial purposes; the construction,maintenance and operation of a sanitary sewer collection
system and sewage disposal plant; the control, abatement and amendment of the harmful excess
of waters and the reclamation and drainage of overflowed lands within the lands to be included
within the District; and the construction of roads and of such additional facilities, systems,plants
and enterprises as shall be consonant with the purposes for which the District is organized.
48617452-3422.V1
V.
Thee is a sty for the impmvenmo above described base the Tract is located
within an area that is expedencing dal and sustained residential and commemial growth,
is urban in nature and is not supplied with a Rate wadm, sanitary sewer and drainage fedlities
and roads. The health and welfare of the fiftre inhabitants of the Tract requ m*e w4uisiti n
and instafton of an adequate waterworks,sanitary sewer and storm drainage system and roads.
The purchase, constntct on, extension, improvement, maintenance and opecntlon of such
waterwarlcs system and storm and sanitary sewer collecteou and disposal systems and roads wig
conserve anti preserve the natural Yesources of#his State by promoting and protecting the purity
and sanittuy condition of the States waters and will promote and praW the public health and
welfare of the oomtntmity; therefore, a public necessity exists for the inclusion of the Tract
within the District.
Vl.
Said proposed improvements are practicable and feasible,in that the terrain of the Tract
is of such a nature that a waterworks system and sanitary and storm sewer systems and roads can
be oonstructed at a reasonable cost; and said land will be rapidly developed for residential
purposes.
VIII. 1
i
A preliminary investigation has been instituted to determine the cost of the project
attributable to the Tract,and it is now estimated by the Owner,fhm such information as it has at
this time, that the ultimate cost of the developn wW contemplated will be approximately
$10,000,000.
WHEREFORE, the undersigned respedUly pray that this Petition be granted in all
respects and that the City Council of the City of Edenton, Texas, adopt a resolution giving its
written consent to the inclusion of the Tract in the Districx.
[SIGNATURES ON THE FOLLOWING PAGES]
i
rasa 7024 .v
RESPECTFULLY SUBNGTTF-D,thiso day of 2022_
OWNER:
LEGENDS RANCH DEVELOPMENT,LLC,
a Texas limited liability company
By:
Name: Leonard S.Zak
'title: Manager
THE STATE OF TEXAS §
COUNTY OF — §
This instrument was acknowledged before me on thisgtlday of
44��
2022, by Leonard S. Zak, Manager of Legends Ranch Development, LLC, a limited
IiAbWu said limited liability company.
SHAUNDA BETN OSPINA 4
`✓ Notary In 812 58840
.� My CommsssiO Expires
September'17,7025
Notary Public in and for the State of Texas
(NOTARY SEAL)
486 I7452-3422A
Exnsrr"Al'
h
t
BEING a tract of land bpmsd in tfip M.E.P 6 P.RR Co.Surv",Abstract No,1470,CRY of Denton and CKY of
Denton ExlrsisomwrW Jh>Wicuon(E-TA.Dw*m Count.Taxes,part of a Caled 665 SBA we earl daacrbed In
the dwad b Lapar&A wvh DavNoprn mil.LLC.recorded in trgtfunlQlt No.2019.148W d Ira Offi aO Raeonk of
Danton County.Taxes iO.RD.C.Tp.and bafnp niche pardadmV described 4y rrrsI and bou[da as ialloW&
BEGrNN1Nt3 at an skrn&hwrt TxDOT right-o[�ray monument[sand on the northerly rtpM of way Ineaf u.s.
Hlphvray 380,earn bekrp'an tt+a east Ina arm called 30.470 acre tract of lend deserbed in the deed io Larry L
Uey end spouse,Pstnic4 L.BsAmy,recorded In Volume 6409,Pape 4735 of the Deed Pecards el'Denton Caunly,
Texas{D.RD C.T.j sarrro'atab� np the southerly souew hst comer of said 56,5 364 aaa t sck
THENCE North 00'1 V2F E"t with the seat Ilse of uId s0.4TO acres trail and the souttWV writ k"of sold
t365.3d1 acre tract a dutshoe or I MZSo reel to s 2-Inch pipe found In the south Ins of a raiwd 43.92 arse tract
desorled In the deed to Legends Land+Development,LLC,recorded Tn Instrument No.93R00818etd O.RG.C.T,
for Ute harClee#t comer Qf t>aid�.4T0 atxa{cad and ttw eoutt►erty norttrvra�at camerof said 685.364 acre 4act
THENCE Numb B9'27'49r East.4 th the south Ina of said 43.92 acre tract and a eouVWtV north fires of said SS&W4
acre tract,a t8etanceOF 8W.55 feet to a point for corner,
THENCE dgmft the south end Of mW 43.92 w9 tract and a*southerly north ine of said SB6.304 acre traa
croeskq said Se&364 sera tractithe to awing courses and distances:
South 6VW121 Erik a d1s6rwm oT 559.24 feet to a point for Comer
South 57'3T43"East,a dimanca of 398.06 feet to a pointfor OorrKr,
&XM 4rW34'FxaL a&&tame of 12e.12 teat to a point for cam
Sores 06'441W Nv4at.a 4wce
of 2Zf1.98 reef to 4 point 10r comer;South 83'20'39'Emi.a of W4.20 rear to a poW roc an Werlor caner of said 0E5.364 sun tract:
THENCE South 06.44-41'V&4 p diabnce of 372.48 fret b a point on the northerly rghI-QpV N pne ar said U-S.
Highway 380,aame bwV"rrutarhr southwest corner of said W-364 acre tract;
THENCE along UN nortmdy dyfh►-0fJvroir IIne3 of acrid U.S.Highway 38D,vrith south"km or said 585.384 acre
track the Wowing Courses ends distances,
NQAh 98'1f iff"West.a eSa�of 314.23 feet to an atlminwn TxDOT rightOf-yell momvrwwA found for
comer,
South 56'1 T35'West,a a4 tanw of 356.99 rent to a 1t24hhch Iron rod with cap stamped'RPLS 45tt1"found
for Cooler,
North S3115'09"W3et,a dfstanca of 1703.98 feet to the POINT OF BEG INNIN0 and contaln4g 45.782 acme
�1,984.291 square reel)Bland.more or lase. EMBIT"A"
M.E.P.&P.RP.Co.SURVEY,
PRELI M I�I+ARY "�T tr0-1F D
e CITY OF DENTON AJJO CITY OF F?7TON ET-J.
MS DOCUMENT SHALL DENTON COUN y,T8W
NOYBE RECORDED FOR
MICHAELMARK ANY PURPOSE AND • >�>Hain
LANDt�iavEtroa No.use, VIEV4EU DR aeu� Tea. r
8140 WTI PKY�»51h1:218 UPON AS A FINAL 'im nm. ems.Mew r•�•
FPtl=.T� -'� Titer a
PK Iw �, San
4861-7452-3422.v2
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UAPPFSMM"LLID a
R�CALLGO U
46.782 ACRES
(1,994,281 SO. FT.) 1
P,M0.3 1 f
o .� a P.Q.B.
�cc.T
j
i TXW
MOM
NIGH384
No= EXHIBIT"A"
cee�i�sn"O=VV tsio�.► iC a P.RR.00,WRM.
tam( O.ttaM/4entamaaun iB ABSTMO=NO.14"
o CITY Of MWM AW CITY OF MOON E.T.J.
[EOE?lA DOOM COUNTY M"
aA3.&POWfW886�9AN0 $ca wMW
"s AP Kiml *Horn
• Roo wcAP,Four�n
p�P.atoll PiF& I
QR�.4T.=aFF1CtAL it�00R00�frKT0�1
pOlka7Y,Ts;%F9 �.at xa aw � om�ir as
i
4861-7452-3412.v2
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SV-3T43-E w��piurlar
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ss•4razw
45.7�82 ACRES �
(1,994,1261 SQ. FT.)
N83.15'i9"YV
I 586'73'36W Af.UY,TXDOr 314.2V
355.99' kaW-IJML FND. v
U21 owC
N83'iblpgtiy ,T LPL$061-
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$ HI yG W' AY
3$0 — PARCEI.6-PAW I
STAT-QP TOMS
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sea"ayabm bone on,IM Tun CoWtft eftsuo0
P.oA-POwf OF BEowd4W im Nqo CwA 2orr%=p"k—Ii-Dmum M
w=a Sir 1tm ROD w,waw w SET Im.
MFC-*W ROD"W F0UW l
PF-IRON PIPE FC111D
O,=T.-DEMAECOFWSOFoano+COWN-TEX" EXHIBIT"A"
O.R=T.-OFFICIAL RECoPDG.TeM M1
Goulnr.TEXA6 M.E.P.&P.fa Co.SURVEY,
PRELIM M I{NARY ' 'AND "O-`470
CITY OF DEMON AND CRY OF OEIITON ET-J.
I THIS DOCUMENT SHALL MNTON COUNTY.TEXAS
NOTSERECORDEDFOR
ANYPURPOSEAND
=RMSTEREDPRpFESSONAL BNALIRa TXUS1E DOR In1��Y>>>Harn
uMID SURVErOR No_8141 L„w
6w WARREN PKWY..SLN>ETIO UPW MA NNAL �' ti+r
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4861-7452-3422.v2
EXHIBIT J
STRATEGIC PARTNERSHIP AGREEMENT BY AND BETWEEN
THE CITY OF DENTON, TEXAS AND
LEGENDS RANCH MUNICIPAL UTILITY DISTRICT OF DENTON COUNTY
STATE OF TEXAS
COUNTY OF DENTON
This Strategic Partnership Agreement (this "Agreement") is entered into by the City of
Denton, Texas (the "City"), and Legends Ranch Municipal Utility District of Denton County, a
political subdivision of the State of Texas, acting by and through its duly authorized Board of
Directors (the "District"), under the authority of Section 43.0751 of the Texas Local Government
Code (the "Local Government Code").
RECITALS
WHEREAS,Local Government Code Section 43.0751 (the "Act") authorizes the City and
the District to negotiate and enter into a strategic partnership agreement by mutual consent; and
WHEREAS,the District encompasses approximately 525.336 acres,all of which is located
within the City's extraterritorial jurisdiction, described by metes and bounds and depicted on
Exhibit"A" (the "Property"); and
WHEREAS, this Agreement authorizes the City to annex certain portions of the Property
that have been or may in the future be designated for commercial use for limited purposes for the
purpose of collecting Sales and Use Tax Revenues (hereinafter defined) within such tracts
designated for Commercial Use and to annex all of the Property for full purposes upon the terms
contained herein; and
WHEREAS,pursuant to this Agreement,the City will retain fifty percent(50110)of all Sales
and Use Tax Revenues (hereinafter defined); and
WHEREAS, the City and the District acknowledge that this Agreement provides benefits
to each party, including revenue, services and regulatory benefits.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and
conditions contained in this Agreement, and for other good and valuable consideration,the receipt
and sufficiency of which are hereby acknowledged, the City and the District agree as follows:
ARTICLE I
FINDINGS
A. The District is a municipal utility district encompassing approximately 525.336
acres that is located within the City's extraterritorial jurisdiction.
B. The District was created pursuant to Article XVI, Section 59, and Article III,
Section 52(b)(3), of the Texas Constitution;
C. On June 28, 2022, the City Council adopted Resolution No. 22-1351 consenting to
the creation of the District(the"Consent Resolution").
D. The District provided notice of two public hearings concerning the adoption of this
Agreement following the District's notification procedures for other matters of public importance,
in accordance with the procedural requirements of the Act.
E. The Board of Directors of the District conducted two public hearings regarding this
Agreement, at which members of the public who wished to present testimony or evidence
regarding this Agreement and the proposed limited purpose annexation were given the opportunity
to do so, in accordance with the procedural requirements of the Act, on , 202_, at
p.m. at and on 202_, at p.m. at
F. The Board of Directors of the District approved this Agreement on ,
202_, in open session at a meeting held in accordance with Chapter 551 of the Texas Government
Code.
G. The City provided notice of two public hearings concerning the adoption of this
Agreement by publishing said notices in a newspaper of general circulation in the City and in the
District, in accordance with the procedural requirements of the Act.
H. The City Council conducted two public hearings regarding this Agreement, at
which members of the public who wished to present testimony or evidence regarding this
Agreement and the proposed limited purpose annexation were given the opportunity to do so, in
accordance with the procedural requirements of the Act, on , 202_, at p.m. at
the City Council Chambers, and on , 202_, at p.m. at the City Council Chambers.
I. The City Council approved this Agreement on , 202_, in open session
at a meeting held in accordance with Chapter 551 of the Texas Government Code,which approval
occurred after the Board of Directors of the District approved this Agreement.
J. All procedural requirements imposed by law for the adoption of this Agreement
have been met.
K. In accordance with the requirements of Subsection(p)(2)of the Act,this Agreement
provides benefits to the City and the District, including revenue, services and regulatory benefits
which are reasonable and equitable with regard to the benefits provided to the other.
ARTICLE II
DEFINITIONS
Terms used in this Agreement shall have the following meanings:
"Act" means the Texas Local Government Code, Section 43.0751, and any amendments
thereto.
"Agreement" means this Strategic Partnership Agreement between the City and the
District.
"Board of Directors"means the Board of Directors of the District.
"City"means the City of Denton,Texas, a home rule municipal corporation of the State of
Texas.
"City Council" means the City Council of the City.
"City Share" means the City's share of the Sales and Use Tax Revenues as defined in
Section 4.2 of this Agreement.
"Commercial Property" means those certain tracts hereinafter designated for commercial
uses, which said tracts are within the City's ETJ.
"Comptroller"means the Comptroller of Public Accounts for the State of Texas.
"Consent Resolution"means the City's Resolution No. 22-1351 consenting to the creation
of the District.
"Development Agreement"means the Amended and Restated Development Agreement by
and between the City,D.R. Horton—Texas, Ltd., a Texas limited partnership, and Forestar(USA)
Real Estate Group, Inc., a Delaware corporation, effective 2024, regarding
development of the Property.
"District"means Legends Ranch Municipal Utility District of Denton County.
"District Share" means the District's share of the Sales and Use Tax Revenues as defined
by Section 4.2 of this Agreement.
"ETJ" means the extraterritorial jurisdiction of a city as defined by the Local Government
Code, as amended.
"Effective Date" means the date on which the City adopts this Agreement.
"Government Code" means the Texas Government Code, as amended.
"Limited Purpose Annexation Period"means the period commencing on the effective date
of the limited purpose annexation of the Limited Purpose Property and ending upon the full
purpose annexation or disannexation of such property.
"Limited Purpose Property" means the property in the District that is within the City's
ETJ and is annexed for limited purposes pursuant to this Agreement.
"Local Government Code" means the Texas Local Government Code, as amended.
"Notice"means notice as defined in Section 8.1 of this Agreement.
"Party" means, individually, the City or the District, their successors and assigns as
pennitted by Section 8.8 of this Agreement.
"Property" means the approximately 525.336 acres within the City's extraterritorial
jurisdiction, described by metes and bounds and depicted on Exhibit"A"
"Sales and Use Tax Revenues" means those revenues received by the City from the sales
and use tax authorized to be imposed by the City on sales consummated at locations within the
Limited Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is
not otherwise controlled or regulated, in whole or in part, by another governmental entity,
authority or applicable law, ordinance, rule or regulation.
"Tax Code"means the Texas Tax Code, as amended.
ARTICLE III
ADOPTION OF AGREEMENT AND
LIMITED PURPOSE ANNEXATION OF COMMERCIAL PROPERTY
3.1 Public Hearings. The District and the City acknowledge and agree that prior to the
execution of this Agreement, the governing bodies of the District and the City have conducted two
public hearings for the purpose of considering the adoption of this Agreement and that such
hearings were noticed and conducted in accordance with the terms of the Act, this Agreement and
Chapter 551 of the Government Code.
3.2 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective
on the date of adoption of this Agreement by the City.
3.3 Filing in Property Records. The City shall file this Agreement in the Real Property
Records of Denton County, Texas.
3.4 Limited Purpose Annexation of Commercial Property. The District and the City
agree that the City may annex all or any portion of the Commercial Property for the limited purpose
of collecting Sales and Use Tax Revenues within the Commercial Property pursuant to Subsection
(k) of the Act. The District acknowledges that the City Council may adopt one or more limited
purpose annexation ordinances at one or more meetings conducted in accordance with Chapter
551 of the Government Code and further acknowledges that no additional notices, hearings or
other procedures are required by law in order to approve such limited purpose annexations. The
City may annex for limited purposes any portion of the Commercial Property at any time after
Owner,or any subsequent owner of the Commercial Property,submits a final plat for such property
to the City.
3.5 Consent to Limited Purpose Annexation. The District, on behalf of itself and all
present and future owners of land within the District, hereby requests that the City annex the
Commercial Property for limited purposes as provided in this Agreement. The District consents
to such annexation and to the collection of Sales and Use Tax Revenues by the City within such
Limited Purpose Property. Such consent shall bind the District and all current and future owners
of land within the District.
ARTICLE IV
TAXATION AND PROVISIONS OF SERVICES
4.1 Collection of Sales and Use Tax Revenues. The City may impose a sales and use
tax within the Limited Purpose Property pursuant to Subsection (k) of the Act. The sales and use
tax shall be imposed on all eligible commercial activities at the rate of two percent (2%), or other
rate allowed under future amendments to Chapter 321 of the Tax Code and imposed by the City.
Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section
321.102 of the Tax Code.
4.2 Payment of Sales and Use Tax. In return for the benefits received by the City
pursuant to this Agreement,the City shall pay to the District an amount equal to fifty percent(50%)
of the Sales and Use Tax Revenues paid to the City as reflected in sales tax reports provided by
the Comptroller to the City to be used for any lawful purpose of the District. All amounts payable
to the District are hereafter referred to as the"District Share." The City shall pay the District Share
within thirty (30) days after the City receives the payment and the sales tax report reflecting such
revenue from the Comptroller. Any payment of the District Share not made within such thirty(30)
day period shall bear interest calculated in accordance with Section 2251.025 of the Government
Code. The City shall retain all Sales and Use Tax Revenues that do not constitute the District
Share (the "City Share"). To the extent allowed by law, the City shall deliver to the District a
condensed version of each monthly area sales tax report provided by the Comptroller, containing
only the contents of the sales tax report relating to retail sales and retailers in the Property within
thirty (30) days of the City's receipt of the sales tax report.
4.3 Notification of Comptroller. The City shall send notice of this Agreement,together
with other required documentation, to the Comptroller in the manner provided by Section 321.102
of the Tax Code, after the City Council annexes any portion of the Limited Purpose Property for
limited purposes.
ARTICLE V
FULL PURPOSE ANNEXATION
5.1 Full Purpose Annexation and Conversion Date. In accordance with the provisions
of Section 43.0751(f)(5) of the Act, the District consents to the full purpose annexation of the
District by the City at any time on or after one hundred percent(100%) of the land in the District
capable of being developed has been developed with water, sanitary sewer, and drainage facilities
and roads (collectively, "Facilities") and the District has issued its bonds to fully reimburse the
developer of such Facilities to the fullest extent allowed under the then current rules of the Texas
Commission on Environmental Quality. The City agrees not to annex the District for full
municipal purposes prior to such time. At least sixty (60) days prior to the date the City intends
to annex the District, the City shall provide the District with a written notice of intent to annex the
District and the date planned for annexation,which date shall constitute the full purpose annexation
conversion date under the Act. The City further agrees that the full purpose annexation of the
District by the City is further subject to the limitations contained in the Development Agreement.
5.2 Assumption of District Duties. Prior to the full purpose annexation conversion
date, the District remains authorized to exercise all powers and functions of a municipal utility
district provided by existing law or any amendments or additions thereto. The District's assets,
liabilities, indebtedness, and obligations will remain the responsibility of the District during the
period preceding full-purpose annexation and conversion. The District agrees that beginning on
the Effective Date and until the full purpose annexation conversion date,the District shall maintain
all of its roadway, property and utility infrastructure in good condition and repair. Upon the full
purpose annexation conversion date Sections 43.075(c) and (d) of the Act shall apply and, (i) the
City shall succeed to the powers, duties, assets, and obligations of the District; and (ii) the City
shall take over all the property and other assets of the District, assume all the debts, liabilities, and
obligations of the District, and perform all the functions of the District. The City and the District
agree to fully comply with all requirements in Section 43.075 of the Texas Local Government
Code.
ARTICLE VI
TERM
This Agreement commences on the Effective Date and continues until the City annexes all
of the Property for full purposes in accordance with the terms hereof. The provisions of this
Agreement relating to the collection of sales and use tax will automatically terminate with regard
to any portion of the Property upon disannexation or full purpose annexation of such property.
ARTICLE VII
BREACH,NOTICE AND REMEDIES
7.1 Notification of Breach. If either Party commits a breach of this Agreement, the
non-breaching Party shall give Notice to the breaching Party that described the breach in
reasonable detail.
7.2 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen(14)calendar days after receipt of Notice of the breach and shall complete the cure within
fourteen(14) calendar days from the date of commencement of the cure; however, if the breach is
not reasonable susceptible to cure by the breaching Party within such fourteen(14)day period,the
non-breaching Party shall not bring any action so long as the breaching Party has commenced to
cure the breach within such fourteen (14) day period and diligently completes the cure within a
reasonable time without unreasonable cessation.
7.3 Remedies for Breach. If the breaching Party does not substantially cure such breach
within the stated period of time, the non-breaching Party may, in its sole discretion, and without
prejudice to any other right under this Agreement, law, or equity, seek relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act,
specific performance, mandamus and injunctive relief; provided, however, the non-breaching
Party shall not be entitled to terminate this Agreement. The Parties specifically waive any right
that they have or in the future may have to terminate this Agreement. Damages, if any, to which
any non-breaching Party may be entitled shall be limited to actual damages and shall not include
special or consequential damages.
ARTICLE VIII
ADDITIONAL PROVISIONS
8.1 Notices. All notices under this Agreement ("Notice") shall be in writing, shall be
signed by or on behalf of the Party giving the Notice, and shall become effective as follows: (a)
on the third(3rd)business day after being deposited with the United States mail service, Certified
Mail,Return Receipt Requested with a confirming copy sent by facsimile;(b)on the day delivered
by private delivery or private messenger service(such as FedEx or UPS)as evidenced by a receipt
signed by any person at the delivery address (whether or not such person is the person to whom
the Notice is addressed); or(c) otherwise on the day actually received by the person to whom the
Notice is addressed, including,but not limited to,delivery in persona and delivery by regular mail.
All Notices given pursuant to this section shall be addressed as follows:
To the City: Attn: City Manager
City of Denton, Texas
215 E. McKinney St.
Denton, TX 76201
With a copy to: Attn: City Attorney
City of Denton, Texas
215 E. McKinney St.
Denton, TX 76201
To the District: Legends Ranch Municipal Utility District
of Denton County
Attn: Mindy L. Koehne
Coats Rose, P.C.
16000 North Dallas Parkway, Suite 350
Dallas, Texas 75248
8.2 No Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any provision of this Agreement shall not be deemed a waiver thereof, and the Party shall
have the right at any time thereafter to insist upon strict performance of any and all of the
provisions of this Agreement. No provision of this Agreement may be waived except in writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purpose
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
8.3 Governing Law and Venue. This Agreement must be construed and enforced in
accordance with the laws of the State of Texas, as they apply to contracts performed within the
State of Texas and without regard to any choice of law rules or principles to the contrary. The
Parties acknowledge that this Agreement is performable in Denton County, Texas, and hereby
submit to the jurisdiction of the courts of Denton County, Texas, and agree that any such court
with proper jurisdiction shall be a proper forum for the determination of any dispute arising
hereunder.
8.4 Authority to Execute. The City warrants that this Agreement has been approved by
the City Council in accordance with all applicable public meeting and public notice requirements
(including, but not limited to, notices required by the Texas Open Meetings Act) and that the
individual executing this Agreement on behalf of the City has been authorized to do so. The
District warrants that this Agreement has been approved by the Board in accordance with all
applicable public meeting and public notice requirements (including, but not limited to, notices
required by the Open Meetings Act) and the individual executing this Agreement on behalf of the
District has been authorized to do so.
8.5 Entire Agreement; Severability. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements, whether oral or written, covering the
subject matter of this Agreement. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b)the unenforceable provision shall, to the extent possible,
be rewritten to be enforceable and to give effect to the intent of the Parties; and(c)the remainder
of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the
intent of the Parties.
8.6 Changes in State or Federal Law. If any state or federal law changes so as to make
it impossible for the City or the District to perform its obligations under this Agreement,the Parties
will cooperate to amend this Agreement in such a manner that is most consistent with the original
intent of this Agreement and legally possible.
8.7 Additional Documents and Acts. The Parties agree that at any time after execution
of this Agreement, they will, upon request of the other Party, execute and/or exchange any other
documents necessary to effectuate the terms of this Agreement and perform any further acts as the
other Party may reasonably request to effectuate the terms of this Agreement.
8.8 Assi nay. Successors and Assigns. This Agreement shall not be assignable by
any Party without the other Party's written consent. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective representatives, successors and assigns.
8.9 Amendment. This Agreement may be amended only by written agreement with
approval of the governing bodies of both the City and the District.
8.10 hiterpretation. The Parties acknowledge that each Party and, if it so chooses, its
counsel, have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting Party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement,the term"including"means"including,without limitation"and the term"days"means
calendar days, not business days. Wherever required by the context, the singular shall include the
plural, and the plural shall include the singular. Each defined term herein may be used in its
singular or plural form whether or not so defined
8.11 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City
and the District. Neither the City nor the District intends by any provision of this Agreement to
create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights
under this Agreement or otherwise upon anyone other than the City and the District.
8.12 Governmental Powers. By execution of this Agreement, neither the City nor the
District waives or surrenders any of its respective governmental powers, immunities or rights,
except as specifically waived pursuant to this section. The City and the District mutually waive
their governmental immunity from suit and liability only as to any action brought by a Party to
pursue the remedies available under this Agreement and only to the extent necessary to pursue
such remedies. Nothing in this section shall waive any claims, defenses or immunities that the
City or the District has with respect to suits against the City or the District by persons or entities
not a party to this Agreement. Nothing in this Agreement is intended to delegate or impair the
performance by the City of its governmental functions, and the City waives any claim or defense
that any provision of this Agreement is unenforceable on the grounds that it constitutes an
impermissible delegation or impairment of the City's performance of its governmental functions.
8.13 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement
are incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Legal Description and Map of Property
8.14 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
CITY OF DENTON, TEXAS
By:
Mayor
Date:
ATTEST:
By:
City Secretary
APPROVED AS TO FORM
By:
City Attorney
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me, the undersigned notary, on the day
of , by , Mayor, and , City Secretary, of
the city of Denton, Texas, on behalf of said city.
Notary Public in and for the State of Texas
(NOTARY SEAL)
LEGENDS RANCH MUNICIPAL UTILITY DISTRICT
By:
Name:
Title:
Date:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, the undersigned notary, on the day of
, by of the Board of Directors of
Legends Ranch Municipal Utility District, on behalf of said district.
Notary Public in and for the State of Texas
(NOTARY SEAL)
Exhibit"A" to SPA
BEING a tract of land located in the Thomas J. Egan Survey, Abstract No. 406, the M.E.P & P. RR. Co.
Survey, Abstract No. 1470, the George Orr Survey, Abstract No. 985, the William Davis Survey, Abstract
No. 374, and the Thomas Polk Survey, Abstract No. 998, City of Denton Extraterritorial Jurisdiction(E.T.J.),
Denton County, Texas, part of a called 565.364 acre tract described in the deed to Legends Ranch
Development, LLC, recorded in Instrument No. 2019-146384 of the Official Records of Denton County,
Texas (O.R.D.C.T.), and being more particularly described by metes and bounds as follows:
BEGINNING at a 1/2-inch iron rod found on the westerly right-of-way line of Thomas J. Egan Road (formerly
Longhorn Drive), a 22.5 foot wide right-of-way dedication, according to the plat of Golden Hoof Ranchettes,
an addition to Denton County, recorded in Volume 4, Page 8 of the Plat Records of Denton County, Texas
(P.R.D.C.T.), at the northeast corner of a 10-foot wide right-of-way dedication according to the plat of Lot
1 R1 and 1 R2 of Golden Hoof Ranchettes, an addition to Denton County, recorded in Document No. 2015-
319 P.R.D.C.T., fora northerly southeast comer of said 565.364 acre tract and an easterly southeast corner
hereof;
THENCE North 83°08'15"West, with a northerly south line of said 565.364 acre tract, and the north line of
said 10-foot right-of-way dedication, the north line of Lot 1R1 of said Lot 1R1 and 1R2 of Golden Hoof
Ranchettes, and the north line of Lot 6, Block A of said Golden Hoof Ranchettes, a distance of 960.54 feet
to a 5/8-inch iron rod with plastic cap stamped "KHA" set in the easterly right-of-way line of Golden Hoof
Drive, a 60-foot right-of-way as dedicated according to the plat of said Golden Hoof Ranchettes, for the
northwest corner of said Lot 6, an interior corner of said 565.364 acre tract, and an interior corner hereof;
THENCE South 00°26'45"West,with the easterly right-of-way line of said Golden Hoof Drive, the west line
of said Lot 6, and an east line of said 565.364 acre tract, a distance of 417.42 feet to a 5/8-inch iron rod
with plastic cap stamped "KHA" set at the beginning of a tangent curve to the left with a radius of 367.50
feet, a central angle of 05°53'02", and a chord bearing and distance of South 0202946" East, 37.72 feet;
THENCE in a southeasterly direction, departing the easterly right-of-way line of said Golden Hoof Drive,
the west line of said Lot 6, and east line of said 565.364 acre tract, and crossing said Lot 6,with said tangent
curve to the left, an arc distance of 37.74 feet to a 5/8-inch iron rod with plastic cap stamped "KHA" set for
corner;
THENCE continuing across said Lot 6 and crossing said 565.364 acre tract the following courses and
distances:
South 05°26'18" East, a distance of 100.54 feet to a 5/8-inch iron rod with plastic cap stamped
"KHA" set at the beginning of a tangent curve to the right with a radius of 432.50 feet, a central
angle of 12'11'09", and a chord bearing and distance of South 00'39'17"West, 91.81 feet,
In a southwesterly direction, with said curve to the right, an arc distance of 91.98 feet to a 5/8-inch
iron rod with plastic cap stamped "KHA" set at the end of said curve,
South 6°44'51"West, a distance of 36.02 feet to a 5/8-inch iron rod with plastic cap stamped "KHA"
set for corner,
South 38°15'09"East,a distance of 28.28 feet to a 5/8-inch iron rod with plastic cap stamped "KHA"
set on the northerly right-of-way line of U.S. Highway 380, for a southeast corner hereof;
THENCE North 83°15'09" West, along the northerly right-of-way line of said U.S_ Highway 380, with the
easterly south line of said 565.364 acre tract, a distance of 105.00 feet to a 5/8-inch iron rod with plastic
cap stamped "KHA" set for the easterly southwest corner hereof;
THENCE departing the northerly right-of-way line of said U.S. Highway 380, across said 565.364 acre tract,
the following courses and distances:
North 51°44'51" East, a distance of 28.28 feet to a 5/8-inch iron rod with plastic cap stamped "KHA"
set for corner,
1
North 06°44'51" East, a distance of 36.02 feet to a 5/8-inch iron rod with plastic cap stamped "KHA"
set at the beginning of a tangent curve to the left with a radius of 367.50 feet, a central angle of
12'11'09", and a chord bearing and distance of North 00'39'17" East, 78.01 feet,
In a northeasterly direction, with said curve to the left, an arc distance of 78.16 feet to a 5/8-inch
iron rod with plastic cap stamped "KHA" set at the end of said curve,
North 05°26'18" West, a distance of 100.54 feet to a 5/8-inch iron rod with plastic cap stamped
"KHA" set at the beginning of a tangent curve to the right with a radius of 432.50 feet, a central
angle of 05°53'02", and a chord bearing and distance of North 02°29'46"West, 44.40 feet,
In a northwesterly direction, with said curve to the right, an arc distance of 44.42 feet to a 5/8-inch
iron rod with plastic cap stamped "KHA" set at the end of said curve,
North 00°26'45" East, a distance of 142.96 feet to a point for an interior corner hereof,
North 83°20'39"West, a distance of 2,563.89 feet to a point for an interior corner hereof,
North 00°26'45" East, a distance of 142.96 feet to a point for comer;
North 83°20'39"West, a distance of 2,563.89 feet to a point for corner;
North 06°44'51" East, a distance of 11.36 feet to a point for corner;
North 83°15'11"West, a distance of 146.29 feet to a point for corner;
North 75"12'40"West, a distance of 345.75 feet to a point for corner;
North 52°43'28"West, a distance of 459.57 feet to a point for corner;
North 83°15'11"West, a distance of 332.29 feet to a point for corner;
South 06044'49" West, a distance of 548.83 feet to a point for comer;
North 83'15'09"West, a distance of 42.46 feet to a point for corner;
South 06°44'49"West, a distance of 181.00 feet to a point a point on the northerly right-of-way line
of said U.S. Highway 380, a southerly line of said 565.364 acre tract, for the westerly southeast
corner hereof;
THENCE along the northerly right-of-way lines of said U.S. Highway 380, with southerly lines of said
565.364 acre tract, the following course and distance:
North 83°15'09" West, a distance of 1,022.88 feet to an aluminum TxDOT right-of-way monument
found for the southeast corner of a called 30.470 acre tract of land described in the deed to Larry
L. Bailey and spouse, Patricia L. Bailey, recorded in Volume 5409, Page 4755 of the Deed Records
of Denton County, Texas (D.R.D.C.T.), the southerly southwest corner of said 565.364 acre tract,
and the southwesterly southwest corner hereof;
THENCE North 00'11'25" East, with the east line of said 30.470 acre tract and the southerly west line of
said 565.364 acre tract, a distance of 1022.88 feet to a 2-inch pipe found in the south line of a called 43.92
acre tract described in the deed to Jan K. Bradley, recorded in Instrument No. 93-R0091889 0_R.D_C.T.,
for the northeast corner of said 30.470 acre tract, the southerly northwest corner of said 565.364 acre tract,
and the southerly northwest corner hereof;
2
THENCE North 89°27'40" East,with the south line of said 43.92 acre tract and a southerly north line of said
565.364 acre tract, a distance of 1075.88 feet to a point on the approximate centerline of a creek, for the
southeast corner of said 43.92 acre tract, an interior comer of said 565.364 acre tract and an interior corner
hereof;
THENCE along the centerline of said creek, with easterly lines of said 43.92 acre tract, and westerly lines
of said 565.364 acre tract, the following courses and distances:
North 54°19'43"West, a distance of 225.34 feet to a point for corner;
North 69°29'24"West, a distance of 449.26 feet to a point for corner;
North 17°39'04" West, a distance of 543.10 feet to a point for the northeast corner of said 43.92
acre tract, an interior corner of said 565.364 acre tract, and an interior corner hereof;
THENCE North 89°48'46"West, with the north line of said 43.92 acre tract and a northwesterly south line
of said 565.364 acre tract, a distance of 2092.38 feet to a point within the margins of Nail Road, in the east
line of a called 30.297 acre tract of land described in the deed to Brockland Properties, LLC, recorded in
Instrument No. 2017-78184 O.R.D.C.T., for the northwest corner of said 43.92 acre tract, the northerly
southwest corner of said 565.364 acre tract, and the northwesterly southwest corner hereof; a 1/2-inch iron
rod found for reference on the east margin of said Nail Road bears South 89°48'46" East 18.00 feet from
said point for comer;
THENCE North 00"13'42" East, within the margins of said Nail Road, with the east line of said 30.297 acre
tract and the westernmost west line of said 565.364 acre tract, a distance of 631.58 feet to a 1/2-inch rod
found in the southeasterly right-of-way line of Burlington Northern Railroad,on the northwest margin of said
Nail Road, for the north corner of said 30.297 acre tract, a northwest corner of said 565.364 acre tract, and
a northwest corner hereof;
THENCE North 28°40'26" East, with the southeast right-of-way line of said Burlington Northern Railroad,
along the northwest margin of said Nail Road, with the Northwest line of said 565.364 acre tract, a distance
of 1,355.15 feet to a point within the margins of Jackson Road, for the westerly northwest corner of said
565.364 acre tract and the westerly northwest corner hereof;
THENCE North 89°32'55" East, within the margins of said Jackson Road, with the westerly north line of
said 565.364 acre tract, the south line of a called 5.241 acre tract of land described in the deed to 2018
Stone Family Trust recorded in Instrument No. 2018-105715 O.R.D.C.T., and the southerly south line of
said a called 298.204 acre tract of land described in the deed to McCart St, LLC, recorded in Instrument
No. 2018-5215 O.R.D.C.T., a distance of 1746.66 feet to a 1/2-inch iron rod found for the southerly
southeast corner of said 298.204 acre tract, an interior corner of said 565.364 acre tract and an interior
corner hereof;
THENCE North 00°57'04"East, continuing within the margins of said Jackson Road,with the southwesterly
east line of said 298.204 acre tract, a northerly west line of said 565.364 acre tract, a distance of 138.90
feet to a 1/2-inch iron rod found for the southwest corner of a called 10.00 acre tract described in the deed
to Russell Mark Sales and wife, Shelly Ann Sales, recorded in Instrument No_ 93-R0030700 O_R_D_C_T.,
the northernmost northwest corner of said 565.364 acre tract and the northernmost northwest corner hereof;
THENCE North 89°14'20" East, continuing within the margins of said Jackson Road, with the south line of
said 10.000 acre Sales tract, the south line of a called 10.00 acre tract of land described in the deed to
Jimmy Lee Grozier recorded in Instrument No. 96-R0082430 O.R.D.C.T., and a north line of said 565.364
acre tract, a distance of 2597.71 feet to a 1/2-inch iron rod found for the southwest corner of a called 134
acre tract described in the deed to James T. Addington and wife, Carol L_ Addington, recorded in Volume
611, Page 296 D.R.D.C.T., at an angle point in said north line of called 565.364 acre tract and an angle
point in a north line hereof;
3
THENCE North 87°52'07" East, continuing within the margins of said Jackson Road, with a north line of
said 565.364 acre tract, the south line of said 134 acre tract, the south line of Lot 1, Block A of Connolly
Addition, an addition to Denton County, as shown on the plat recorded in Document No. 2017-51
P.R.D.C.T., and the south line of a called 10.035 acre tract described in the deed to Ira Sam Houston and
wife, Helen Marie Houston, recorded in Volume 1239, Page 617 D.R.D.C.T., a distance of 2285.65 feet to
a 1/2-inch iron rod found for the northwest corner of the right-of-way dedication at the intersection of
Jackson Road and Thomas J. Egan Road according to the plat of Bent Rails Addition, an addition to the
City of Denton E.T.J., recorded as Document No. 2020-57 P.R.D.C.T., the northeast cornerof said 565.364
acre tract and the northeast corner hereof;
THENCE South 00°15'52" West, within the margins of said Thomas J. Egan Road, with the northerly east
line of said 565.364 acre tract, the west line of the 32.5-foot right-of-way dedication for Thomas J. Egan
Road according to the plat of said Bent Rails Addition, the west line of a called 5.134 acre tract of land
described in the deed to Cesar Gonzalez Pegueros and wife, Gricelda Tovar-Galvan Gonzalez, recorded
in Instrument No. 2013-62297 O.R.D.C.T., the west line of a called 175 acre tract of land described in the
deed to Claude H. Smith recorded in Volume 362, Page 341 D.R.D.C.T., the west line of a variable width
right-of-way dedication for Thomas J. Egan Road according to the plat of Moreno Addition, an addition to
the City of Denton E.T.J., recorded in Document No. 2020-36 P.R.D.C.T., the west line of a called 30 acre
tract described in the deed to Vickie Murdock recorded in Instrument No. 2004-80900 O_R.D.C.T_, and the
westerly west line of a called 5.000 acre tract described in the deed to Brandon Murdock recorded in
Instrument No. 2017-55842 O.R.D.C.T., a distance of 3028.84 feet to a PK nail found at the northeast
corner of the right-of-way dedication at the intersection of Tenderfoot Trail and said Thomas J. Egan Road
(formerly Longhorn Drive) according to the plat of said Golden Hoof Ranchettes, for a northerly southeast
corner of said 565.364 acre tract and a northerly southeast corner hereof;
THENCE North 83°08'15" West, with the northerly right-of-way dedication for said Tenderfoot Trail, and a
northerly south line of said 565.364 acre tract, a distance of 19.54 feet to a 1/2-inch iron rod found for an
interior corner of said 565.364 acre tract and an interior corner hereof;
THENCE South 00026'45" West, across said Tenderfoot Trail, with a southerly east line of said 565.364
acre tract,the east line of Block A of said Golden Hoof Ranchettes,the west right-of-way line of said Thomas
J. Egan Road (formerly Longhorn Drive) a distance of 834.84 feet to the POINT OF BEGINNING and
containing 521.59 acres of land, more or less.
� �EOF T �
Michael B. Marx `��P8rc•y��
Registered Professional Land Surveyor No. 5181 �. ..• �
Kimley-Horn and Associates, Inc. :.-.
------- - ---
6160 Warren Pkwy., Suite 210 4 MICHAEL B. MARX
Frisco, Texas 75034 .......................P• "/
Ph. 972-335-3580 � � �,�
5181 •
michael.marx@kimley-horn.com '�q •0FESS���'o�
-� S U
4
EXHIBIT K
f
FIRE SERVICE AGREEMENT CONCERNING LEGENDS RANCH MUNICIPAL
UTILITY DISTRICT OF DENTON COUNTY
This Fire SerIcire
' e Agreement Concerning Legends Ranch Municipal Utility District of
Denton County (thisA ") is entered into by the City of Denton, Texas, a Texas
Home Rule municipality(the" iS "},Legends Ranch Development,LLC,a Texas limited liability
company ("Developer"), and Legends Ranch Municipal Utility District of Denton County, a
municipal utility distri t created pursuant to Article XVI, Section 59, of the Texas Constitution,
Chapters 49 and 54 of the Texas Water Code(the" i trict"). The City,Developer,and the District
are each a "EgIly" and collectively the "Parties" to this Agreement. This Fire Agreement shall
become effective on May 12, 2023 (the "Effective Date").
ARTICLE I
RECITALS
WHEREAS, Developer and City entered into that certain Development Agreement
concerning Legends Ranch Municipal Utility District of Denton County, effective July 18, 2022
(the"Development Agreement"); and
I
WHEREAS, the defined terms herein shall have the same meaning as provided in the
Development Agreement, unless specifically provided otherwise herein; and
WHEREAS, since the effective date of the Development Agreement, Developer and the
City have agreed that the City will provide the hereinafter defined Fire Protection Services to the
Property; and
WHEREAS, since the effective date of the Development Agreement the Texas
Commission on Environmental Quality(the"TCEQ")has created the District,which encompasses
all of the Property; and
I
WHEREAS, the Parties wish to provide the terms under which the City will provide the
Fire Protection Services to the Property; and
WHEREAS, the Development Agreement contemplates this Fire Agreement being
incorporated into and a part of the Development Agreement upon its execution; and
WHEREAS, this Fire Agreement is entered into pursuant to Texas Local Government
Code Section 212.172 to set out the mutually agreeable terms and conditions relating to the City
providing Fire Protection Services to the Property; and
I
NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and
conditions hereinafter set forth, the Parties contract and agree as follows:
1. The Development Agreement hereby incorporates the following:
018144. -0415.v1
I
ARTICLE IV
FIRE PROTECTION SERVICES
Section 4.1. De finitions. In this Fire Agreement:
"Connection" means a single-family residential unit or its commercial equivalent that
receives water supply from a District's internal potable water distribution system. For purposes
of this Fire Agreement, a Connection shall be considered to have been made at the time of
physical attachment to i the District's internal water distribution lines, regardless of whether the
customer is actually utilizing utility service at such time.
"Fire Tax" means that ad valorem tax levied by the District to pay for Fire Protection
Services.
"Fire Protection Services" means all fire suppression and emergency medical/first
responder and rescue services regularly provided by the City to persons and property located
within the City, which shall also,by this Fire Agreement,be provided by the City to persons and
property located within the Property, except for fire inspections of buildings and properties,code
enforcement services,and arson investigations (which shall not be included in services provided
to persons and prope4 located within the Property).
Section 4.2.Applicability to the District.
(a) The District shall develop a fire plan in accordance with Section 49.351, Texas
Water Code, and the!rules of the TCEQ (the "Plan"), incorporating the terms of this Fire
Agreement,and submit the Plan to the TCEQ for its approval. Upon TCEQ's approval of the Plan,
the District shall call an election and obtain voter approval of the Plan and this Fire Agreement
(the"Fire Plan Election").The Fire Plan Election shall include a request of voter authorization for
the District to levy a tax not to exceed $0.16 per $100 assessed valuation solely to support Fire
Protection Services("Fire Tax"). The District will use its best efforts to cause this Fire Agreement
and the Plan to be submitted to the TCEQ for approval and obtain voter approval of the Plan in
accordance with the terms of this Fire Agreement.
i
(b) Other than the provisions of Section 4.2(a) which are effective as to the District
upon the Effective Date, this Fire Agreement will take effect as to the District at such time as the
District has held and declared the results of a successful Fire Plan Election, including the approval
of the Fire Tax. The District shall notify the City of the successful Fire Plan Election within
fourteen(14)days after canvassing such election.
I
i
Section 4.3. Fire Protection Services.
(a) The City has an existing fire station located within the corporate limits of the City
and described in the attached Exhibit"A" ("City Fire Station"). The City will respond to calls for
Fire Protection Services from the City Fire Station or, at the City's sole discretion, other fire
stations owned and operated by the City. The City shall staff the City Fire Station with trucks,
equipment and necessary personnel to provide the Fire Protection Services twenty-four(24)hours
per day, seven(7) days per week. In providing Fire Protection Services to residents and property
located in the District, the City shall be solely responsible for the operation and maintenance of
the City Fire Station and equipment and staffing.
(b) The Parties acknowledge that in providing Fire Protection Services to the residents
and property in the District, the City will use the fire hydrants, connections, and water distribution
system located within the District ("Water Distribution System"), but the City shall not be
responsible for providing for, constructing, inspecting, maintaining, or repairing any part of the
Water Distribution System,and the City shall not be liable to the District,Developer or any District
occupant, resident or property owner for any deficiency or malfunction of the Water Distribution
System or harm caused by such deficiency or malfunction.
(c) Duringi the term of this Fire Agreement, the City will provide Fire Protection
Services to persons, buildings, and property located within the District, including, any land that is
added to the District via annexation ("Annexation Area"), upon notification to the City of final
District action annexing any land and the payment for Fire Protection Services for such land in
accordance with this Fire Agreement. The City will provide Fire Protection Services to residents
and property in the District in the same manner and with the same standard of care as it would to
those residences and structures located in other areas of City coverage.
(d) The Parties acknowledge that the City must also respond to requests for Fire
Protection Services in Other areas outside the District and that the City may now, or in the future,
have contracts to provide Fire Protection Services to other entities. In providing Fire Protection
Services to the District, the City will follow its adopted standard operating procedures, subject to
its sole discretion, without being in breach of this Fire Agreement and without liability to the
District or its occupants, residents, or property owners, to determine: (1) whether Fire Protection
Services are needed in a particular case; (2) whether and when personnel or equipment are
available to respond to a request for Fire Protection Services; (3)the order in which to respond to
requests for Fire Protection Services; (4) the time in which to respond to a request for Fire
Protection Services; or (5) whether to respond to a request for Fire Protection Services from the
City Fire Station or another fire station owned and operated by the City.
(e) The District and City assume no responsibility for the reliability, promptness, or
response time of the City. The District's sole obligation for provision of Fire Protection Services
to its residents is to make payments as described below.
(fl !It is understood and acknowledged,that,because of the distance between the City's
Fire Station and the District,response times to calls within the District may be longer than response
times to locations within the City's corporate limits, unless and until the City constructs a fire
station closer to,or within the Fire Protection Services Area(hereinafter defined),and that the City
shall not be in default of this Fire Agreement resulting from such difference in response times of
ISO fire insurance rates.
(g) City shall maintain records of response to emergency calls, including, but not
limited to date,time, location of emergency, type of emergency,time to response and results. City
agrees to provide a report to the District, containing the foregoing information for a period not
exceeding twelve (12) months not later than thirty (30) days after receipt of a written request in
accordance with the Texas Open Records Act,Tex. Gov. Code Chapter 552. Requests for data for
a period earlier than one (1) year prior than the date the request is received shall be delivered to
the District as soon as reasonably feasible. It is understood and acknowledge that City shall not
be required to provide�i data and information relating to periods of time beyond City's standard
records retention period for such data and/or information if such data and/or information has been
deleted or destroyed in accordance with City's records retention policy, or if such data or
information is confidential by law.
Section 4.4. Personnel.
(a) The City shall provide all required personnel who meet, at least, minimum state
qualifications to perform the Fire Protection Services required by this Fire Agreement. The City
shall be responsible for the salaries and benefits of the personnel providing the Fire Protection
Services. The District assumes no responsibility for the actions of the City's personnel in
performing their fire protection duties. The District will make no recommendations and is in no
way responsible for the selection, sufficiency, or qualifications of the City's personnel.
(b) City shall be responsible for providing all general and personal liability coverage
necessary for the adequate protection of City employees or volunteers providing Fire Protection
Services at the same level of protection afforded officers and employees while performing the
same or similar duties in City's corporate limits.
Section 4.5. Payment for Fire Protection Services.
(a) In consideration of the City providing Fire Protection Services, the District agrees
to make the payments specified in subsections 4.5(b) -- (f) to the City. The payments hereunder
shall be mailed or delivered to the City at:
City of Denton, Finance Department
215 E McKinney St.
Denton, TX 76210
Effective Date of this Fire Agreement,(b) Within six (6) months after the Effec gr ,the District
shall pay to the City a one-time fee of$300,000. The District shall pay an additional fee to the
City equal to $550 per:acre for any land annexed into the District after the Effective Date.
(c) Within six (6) months after the Effective Date of this Fire Agreement, the District
shall pay to the City a one-time fee of$250,000, to be held in escrow, for capital costs associated
with a future City fire station to be located at the City airport to provide service to the District.
(d) During each year that the District levies an ad valorem tax, the District agrees to
levy and collect the Fire Tax against all taxable property located within the District(as of January
1 of such tax year) in the amount of$0.16 per$100 assessed valuation and to transfer to the City
all of the collected Fire Tax with the first payment due by March 31, following the first year such
tax is levied by the Di trict. The District agrees to pay the City any subsequently collected Fire
Tax received after March 15`h of the applicable year during each subsequent calendar quarter. The
District agrees to provide annual tax collection reports or customer collection reports to the City,
upon written request by the City. Such contract tax will expire upon the annexation of the Property
into the City's corporate limits.
(e) At the !;issuance of each single-family residential building permit within the
Property, the District shall collect and pay to the City a "Fire Protection Facilities Capital Fee"
equal to $550. The District shall only be required to collect and pay one Fire Protection Services
Capital Fee for each developed lot.
(0 At the issuance of each multi-family residential building permit within the Property,
the District shall collect and pay to the City a"Fire Protection Facilities Capital Fee"equal to$250
for each separate residential unit within the building.
(g) Each of the fees collected in accordance with subsections 4.5(e)—(f)shall be paid
to the City at the time:of issuance of the building permit. The District may fund the payments
described in subsection (c)through any legally available funds of the District, including adopting
and enforcing a mandatory fee for firefighting services, as authorized by Sections 49.212 and
49.351,Texas Water Code, as amended; provided,however, if the District elects to fund the annual
payments through a mandatory fee, the District agrees that such payments to the City shall be
reflective of an amount that would have been collected if the District implemented the Fire Tax.
(h) The City agrees to use the monies paid to the City pursuant to subsections 4.5(b)-
(c) solely to fund Fire Protection Services, including, but not limited to, providing personnel,
equipment and a fire station. The City agrees to receive the "Fire Protection Facilities Capital
Fees" paid pursuant to subsections (e) — (f) above and deposit them in a separate account to be
used solely to build afire station located within the Property reflected on the attached Exhibit"B"
or otherwise within the Fire Protection Services Area.
Section 4.6. Cost Sharing with Other Develo meats in the City Fire Protection
Services Area.
The City agrees to work in good faith with Denton County and the District to require other
developments ("New Participant") located in the area described in Exhibit "C" ("Fire Protection
Services Area") to contribute proportionately to the costs of providing Fire Protection Services,
including personnel, equipment and construction of a fire station located closer to the District. The
City agrees to use its good faith efforts to require the New Participant to pay its pro-rats share of
all such costs based upon the number of lots to be developed in such project. If the City is
providing Fire Protection Services to other developments within the Fire Protection Services Area,
so that the costs being paid by the District are also being funded by others receiving Fire Protection
Services from the City,ithe City agrees to renegotiate in good faith a decrease in the amount of any
payments due by the District pursuant to Section 4.5 so that the costs of the Fire Protection Services
and Fire Protection Facilities Capital Fees are spread pro-rata over the parties receiving such
service.
Section 4.7. Dedication of Land and Construction of Fire Station in the Fire Station
Services Area.
(a) Owner and District agree to dedicate two and one half(2.5) acres of land located in
the southeast comer of�he District and described in Attachment"B"(the"Fire Station Site")at no
cost to the City for the',City to construct a future fire station.
(b) If the City determines,in its sole discretion, that additional facilities are required in
order to provide the Fire Protection Services to the District at the same standard as it would to
other areas of City coverage, the City may construct of a fire station within the Fire Protection
Services Area. The City will construct a future City fire station to be located on the Fire Station
Site within the District at such time that the call volume and response times are determined to be
outside the industry standards by the City's Fire Department. The City will work in good faith to
begin design of a fire station upon the 1,000th Connection within the District, but failure to
commence the design by such date does not constitute a breach of this Fire Agreement. The City
will work in good faith to begin construction of a fire station upon the 1,200th Connection within
the District,but failure,to commence the construction by such date does not constitute a breach of
this Fire Agreement. Upon completion of said fire station, it will be defined as a City Fire Station
for the purposes of this Fire Agreement. The City shall own the fire station and all equipment,
land, furniture, fixtures, equipment, fire apparatus, and vehicles related thereto.
(c)
Section 4.8. Term of Cily Obligation to Provide Fire Protection Services.
The initial term of the provisions of this Fire Agreement shall begin on the Effective Date
of this Fire Agreement and continue for successive five (5) year terms, unless the City or the
District terminates the Fire Agreement upon no less than two (2) years advance notice to the other.
In the event either the ' istrict or the City timely exercises its right to terminate hereunder prior to
the City be deign and construction of a fire station in the Fire Protection Services Area,
all unexpended monies then held by the City as Fire Protection Service Capital Fees shall be
returned to the District. At such time as the City initiates design or construction of a fire station in
the Fire Protection Services Area, the term of this Fire Agreement shall extend thirty (30) years
from the date of the initiation of such construction project and then continue for successive five
(5) year terms unless terminated by the District or City upon two(2) years advance notice.
2. Excepts as specifically provided herein, all provisions of the Development
Agreement shall remain in effect.
IN WITNESS WHEREOF, each Party has caused this Fire Agreement to be executed by
its undersigned duly authorized representative.
ATTEST: CITY OF DENTOM�i
--ReS�rR�$F; ITY�
By. By:
Name:Name: Sara 1-lensley
D"Molow Title: City , ana er
Date: 7Uo��
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on a�Qby Sara Hensley,
City Manager of the City of Denton, Texas on behalf of said city.
oKARISA LEM RICNA N l �
MYNOW
� Y� 18952679i Iy�I�Q otary Pub is State of Texas
APPROVED AS TO FORM:
MACK REIN�W/AND, CITY/ATTORNEY
By:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
l
SIGNATUR t PRINTED NAME
TITLE
V�r0-
DEPARTMENT
i
LEGENDS RANCH DEVELOPMENT,LLC
a Texas limited liability company
I
I By:
Name:
i
Its:
i
I
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on -N�, by
✓?�&gg- of Legends Ranch Development,LLC,a Texas limited
liability company and on behalf of said company.
it►a"'�i^ KATRINA R CANSLER
Notary ID#133215929
�.� My Commission Expires Notary Public,state of Texas
?aF� July 15.2025
I
t
I
Following the District Confirmation Date, the District has executed this Fire Agreement.
LEGENDS RANCI4 MUNICIPAL UTILITY
DISTRICT OF N CQ•L'fI�TY
By: //� �—_
President, Board of Directors
Date: ?faaa 3 —
STATE OF TEXAS §
19A §
COUNTY OF4)-E�� §
This instrument was acknowledged before me, on the Oz7 day of A7)rl"l 2023 by aavt'd &,1)WQp , President of the Board of Directors of Legend, Ranch Municipal
Utility District of Denton County, on behalf of said District.
Notary u lic. State of Texas
Printed Name:_('12YT40Y) Lv& .
My Commission Expires: V(10�
[SEAL]
4(!10-�
CARSON H LUD)ECKE'k NOTARY ID#13330768-8
' - ► * My Commission Expires
September 01,2025
OF••
Exhibit"A"
Fire Station in City Limits
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Exhibit"B"
Future Fire Station within the District
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018144. -0415.v1
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Exhibit"C"
City Fire Protection Services Area
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018144. -041 S.v 1