19-087ORDINANCE NO. 19-087
AN ORDINANCE APPROVING AN AGREEMENT REGARDING THE PROVISION OF
WASTEWATER SERVICE FOR ROBSON RANCH BETWEEN THE CITY OF DENTON
AND ROBSON DEVELOPMENT, LP, A ARIZONA LIMITED PARTNERSHIP;
AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, wastewater treatment for Robson Ranch is currently provided by the City
through the Robson Ranch Water Reclamation Plant, and
WHEREAS, City has made a proposal to Robson Development, LP, to eliminate further
expansion of the Robson Ranch Water Reclamation Plant and pump all wastewater from Robson
Ranch development to the existing City wastewater system located on Crawford Road on the east
side of Interstate Highway 35W; and
WHEREAS, the Robson Development, LP agrees that the City's proposal to change the
wastewater service is desirable; and
WHEREAS, the City Council finds the transaction contemplated by the attached agreement
is in the best interest of the citizens of the City of Denton; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION 1. The recitals and findings contained in the preamble of this ordinance are
expressly incorporated herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
agreement, attached as Exhibit "A", for and on behalf of the City of Denton and to perform any
actions made necessary or prescribed by the attached agreement.
SECTION 3. If any section, article, paragraph, sentence, phrase, clause, or word in this
ordinance, or application thereof to any persons or circumstances, is held invalid or
unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of
the remaining portions of this ordinance; the City Council declares that it would have ordained
such remaining portion despite such invalidity, and such remaining portion shall remain in full
force and effect.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
y�m}?I this ordinance was made
ordinanceby
was passed and approved by the
_.. _ ..
following vote � a �:
Aye Nay
Chris Watts, Mayor:`
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4: u °
Deb Armintor, At Large Place 5: ""mm
Abstain Absent
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the )`t day of- - 2019.
_..
CHRIS WA1 l'T S MAYOR ®
ATTEST: "
ROSA RIGS, CITY SF,t, °RETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY:
_. - - -----------
Page 2
"4A
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND ROBSON DENTON DEVELOPMENT, LP RETARDING THE
PROVISION OF WASTEWATER SERVICE FOR ROBSON RANCH
T1115 AG'REEIVIENT (the "Agreement") is tmade and enlered into on flie 3.r d�,ty of
2019 hry and bel:wecil kobson Deriton Dt va lopment, l.P, an Arizon i lirnited
hrarl.i7cliil tInc e, Developer"), whose i 1.iiling address is 95. 7 N.. Rigs ts Road, Sun I,�:ikes. Arizono
85248, and the City of Denton, 'Texas, a municipal corporation and a home -rule municipality (the
"City"), located in Denton County, Texas.
WHEREAS, the Developer is the developer of "Robson Ranch," a development located in
the City, and is more particularly described in Exhibit "A" which is attached hereto and incorporated
herewith by reference (the "Development"); and
WHEREAS, wastewater treatment for Robson Ranch is currently provided by the City
through the Robson Ranch Water Reclamation Plant located within the Robson Ranch development
on property deeded to the City in that certain Special Warranty Deed, dated March 8, 2007, and
recorded as Document Number 2007-29967 in the Real Property Records of Denton County, Texas,
and
WHEREAS, the City has made a proposal to the Developer to eliminate the further
expansion of the Robson Ranch Water Reclamation Plant and pump all wastewater from the Robson
Ranch development to the existing City wastewater system located on Crawford Road on the east
side of Interstate 1-{ighway 35W; and
WHEREAS, the City has prepared a proposed routing of the force main and gravity main to
accomplish the pumping which is attached as Exhibit "B;" and
WHEREAS, upon completion of the proposed project in Exhibit "B," the City will provide
wastewater service to Robson Ranch for the currently approved fully developed condition of the
development; and
WHEREAS, the Developer agrees that the City's proposal to change the wastewater service
is desirable;
NOW THEREFORE, in consideration of the mutual covenants contained herein, and the
mutual promises and undertakings by the parties hereto, the sufficiency of which consideration is
hereby acknowledged, the parties hereby AGREE as follows:
l . Description of Devel(,) 's Respwonsibiliti,es. The Developer's responsibilities provided
for in this Agreement are described as follows, and the Developer agrees as follows:
A. The Developer agrees to pay the City the total Of Four Million Dollars
($4,000,000.00) in accordance with an agreed -Upon payment schedule, attached
hereto as Exhibit "C."
B. Subject to the credits discussed herein, the Developer will pay the City's standard
wastewater impact fee on a hOLISe -by-house basis for homes built by the Developer
at the Robson Ranch development after the Robson Ranch Wastewater Reclamation
Plant is pumping wastewater and sewage to other City treatment facilities.
C, The Developer hereby assigns to the City, without representation or warranty, any
right and interest Developer has to contributions froin other developers who connect
to the Robson Ranch sewer line and lift stations to be built for the conversion.
D, The Developer will continue to be responsible for building, at Developer's expense,
the wastewater collection lines in new subdivisions as theyare developed in Robson
Ranch, which wastewater collection lines shall be transferred tothe City for operation
and maintenance.
2. DescriplJon Or City's Responsibilitim The City's responsibilities provided for in this
Agreement are described as follows , and the City agrees as follows:
AThe City will design, construct and maintain, atthe City's expense, any modifications
to the Robson Ranch Wastewater Reclamation Plant and any lift stations, sewer lines,
or other facilities needed to use the Robson Ranch Wastewater Reclamation Plant as
a pumping station.
B. The City will design , construct and maintain , at the City's expense, any and all
wastewater collection lines, lift stations and other facilities necessary or appropriate
to transport wastewater from Robson Ranch and from the Robson Ranch Wastewater
Reclamation Plant to the City's wastewater treatment facilities;
C, The City will design, construct and maintain, at the City's expense, any and all
wastewater treatment facilities and other facilities necessary or appropriate to treat
wastewater from Robson Ranch;
D. The City will credit Developer in the arnount of One Thousand Dollars ($1,000,00)
per home for the first one thousand (1,000) homes in Robson Ranch that are subject
to the sewer impact fees, for a total credit of One Million Dollars ($ 1,000,000.00)
towards sewer impact fees.
E1 The City shall maintain Sufficient capacity in its plants, and keep that capacity
available to Robson Ranch, so that development at Robson Ranch shall not be
hindered or delayed due to lack of sewer capacity or the proposed conversion of
wastewater service or lack of capacity of sewer mains to transport wastewater from
Robson Ranch to the treatment facilities.
E Subject to Section I B above, from and after the date of this Agreement the City shall
I
only collect wastewater impact fees from Developer or Robson Ranch For expansion
of treatment capacity and expansion of interceptors at the then current rate
established in applicable and effective impact fee ordinance applicable to all
dev elopmen is within the service area.
G, The City acknowledges and agrees that all repairs, replacements, warranties and other
work specified or referenced in various letters and communications from the City to
the Developer relating to wastewater treatment, including but not limited to all items
specified in the letter dated January 23, 2015 from P.S. Arora to Steven Soriano and
the letter dated June 19, 2015 from George Campbell to Steven Soriano, have been
satisfied or waived by the City, and Developer has no further obligations with respect
to any such items. The City further acknowledges and agrees that the Developer has
no further obligations or liabilities regarding wastewater under the Letter of
Understanding executed by the City and the Developer in or about January, 2000.
3. Notices, Any notice, demand or other communication required or permitted to be
delivered hereunder (other than invoices to be delivered as hereinafter described) shall be
deemed given and received when sent by United States mail, postage pre -paid, certified mail, return
receipt requested, addressed to each respective party, or sent via facsimile to the fax number set
forth for each party at the time indicated on the confirmation of transmission generated by the
sender's electronic equipment, as follows:
If to the C'i(,�,
City of Denton, Texas
215 E. McKinney Street
Denton, Texas 76201
Attention: P. S. Arora
General Manager of Wastewater
Fax No.: (940) 349-8951
If to the Develo
Robson Denton Development, LP
9532 T. Riggs Road
Sun Lakes, Arizona 85248
Attention: Steven Soriano/Paula Robinson
Vice President/Vice President
Fax No.: (40) 95-5455
WiI'll aCO),to:
City of Denton, Texas 215 C.
McKinney Street Denton, Texas
76201 Attention: Trey Lansford
Deputy City Attorney Fax No.:
(940)382-7923
W itl1 Clip ies tc)_:
♦r
9532 E. Riggs Road
Sun Lakes, Arizona 4
General Counsel
4 : 895-5455
The parties hereto may change their respective notice addresses for all communications and invoices,
by a written notice delivered to the other party, in accordance with the terms of this Section 3.
I i 1
I
ANY KIND WHATSOEVER, BY REASON OF INJURY'ro PROPERTY OR PERSON
OCCASIONED BY ANY ACT OR OMISSION, NEGLECT, OR WRONGDOING OF SUCH
INDEMNIFYING PARTY, ITS OFFICERS, AGENTS, EMPLOYEES, OR
CONTRACTORS, WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT;
AND SHALL, AT ITS OWN COSTA EXPENSE, DEFEND AND PROTECT THE
OTHER AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS.
5. Time is ofth.e. I.-,'sscn.ce, ]"irne is of the essence in the performance of obligations Linder this
Agreement.
6. Governing I't1w.angl This Agreement was executed in the State of
Texas and shall be governed by, construed, interpreted, and enforced all in accordance with the laws
of the State of Texas. All obligations of the parties created under this Agreement are fully
performable in Denton County, Texas. The parties agree that exclusive venue for any lawsuit
enforcing or interpreting any of the rights and obligations, or for any other cause of action arising
under this Agreement, shall be a Court ofcornpetentjurisdiction in Denton County, Texas, The City
does not hereby Voluntarily waive any claim or defense it may have at law, including but not limited
to immunity.
7. Entirety of Agreenicrit. This Agreement constitutes the sole and entire agreement and
understanding between the City and the Developer regarding the above proposed change in
wastewater service. Neither party hereto is bound by or liable for any statement, representation,
promise., inducement, understanding, or undertaking of any kind or nature, whether written or oral,
with regard to the subject matter hereof not set forth or provided or herein. This Agreement
replaces all prior agreements and undertakings between the parties hereto with regard to the subject
matter hereof. It is expressly agreed that the Parties may have other agreements covering other
services not expressly provided for herein, which agreements are unaffected by this Agreement.
8. l"or ure, The City and the Developer shall not be in default or otherwise liable for
any delay in, or failure of, performance under this Agreement if such delay or failure arises by any
reason beyond its reasonable control, including any act of God, any acts of the common enemy or
terrorism, the elements, earthquakes, floods, fires, epidemics, riots, -failures or delay in
transportation or communications. However, neither the lack of funds nor the lack of reasonable
planning shall be deemed to be a reason beyond a party's reasonable control. The parties will
promptly inform and consult with each other as to any of the above causes, which in their judgment
may or could be the cause of a delay in the performance of this Agreement, and each party shall use
commercially reasonable best efforts to limit delays oil its part.
9. Severabil...ity. If any term or provision of this Agreement is held by a court to be illegal,
. ..... . ..— invalid, or unenforceable, the legality, validity or enforceability of the remaining terms or provisions
of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid or unenforceable
term or provision there shall be added automatically to this Agreement a legal, valid or enforceable
term or provision as similar as possible to the term or provision declared illegal, invalid, or
unenforceable.
10. Amendment. This Agreement may be amended Only upon the Mutual agreement of both
of' the Parties hereto, which amendment shall not be effective until it is reduced to writing and
authorized and executed by the Parties,
11
l |. The City and the Developer agree that this }\grcuncot may not be assigned
without the prior written consent of the other pVdv due to the special covenants, nature, and
oubjeot matter of this /\grccnucnt. Notwithstanding the foregoing, Developer may assign this
/\grecnnoot, without the consent of the City , to any (i) entity that, directly or indirectly, owns or
controls, is owned or controlled by, or iotinder common ownership or control of, Developer, (ii)
entity to vvhonn Developer has assigned all or substantially all of its aosc1m relating to development
and sale of homes at Robson Ranch, and/or (iii) to any bank, financing institution or other lender, or
�roups�b�r�o�pursuant tothe teronmnfany �nuooingngrcerorotm.
12. No Waiver, The failure of the City or the Developer to insist, on any occasion, upon strict
performance of any provision of this Agreement will not be considered to vvuixe the obligations,
rights, orduties imposed upon the Parties. r4owaiver ofany breach orviolation ofany term o[this
Agreement ahu|| be deemed or construed to constitute awaiver ofany other breach or violation,
whether concurrcni or mubsequonL and v/hcthc, of the same or ofu different type of breach or
13. This /\grconoeni is not intended to, and does not nrcnie
dghim` o:nnedies, or benefits of any character whatsoever in favor of any persons, corporations,
anoouiu8iooe' o, entities other than the Parties hereto and their permitted yuoce000ru-in-interest; and
the obligations herein undertaken and 000unocd are solely for the use and benefit oFthe Parties,
their successors -in -interest, and any permitted assigns pursuant to the terms and provisions of this
/\grncnouo1.
14. The descriptive headings of the
various articles and sections of this Agreement have been inserted for the convenience of reference
only, and are to be afforded no significance in the interpretation or construction ofthis Agreement.
Both Parties hereto have participated in the negotiation and preparation of this /tgrccnnont, vvbiub
shall not be construed ci1hc, more or |som strongly against orfor either Party.
15. Gender, Within this Agreement, words of any gender sbo|| be bo|d and cooainumj to
include any other gender, and vvooda in the singular number ebul| be held and construed to
include the plural, unless the context otherwise requires.
|d. Exhibits. All Exhibits to this /\grccnnen1 are incorporated herewith by reference for all
purposes, wherever rcKc,cnoe is made to the same,
17. This Agreement shall be binding upon and inure to the benefit of' the parties
and their respective heirs, executors, administrators, legal representatives, successors, and permitted
MMUM
18. This Agreement may be executed inuountccpmta,each ufwhich is
deemed an original, but all of which constitute but one and the same instrument
19. ALIIhoriry. The City represents that this Agreement has been approved and duly adopted
by the City Council oydhe City in uocoodomco with all applicable public cuecdngu and public notice
requirements (including, but not limited to, notices required by the Texas ()ycn Meetings Act) and
that that the individual executing this /\grennnuot on behalf ofthe City has been authorized to do
so. Developer represents that this Agreement has been approved by appropriate action of
I
Developer and that the individuals executing this Agreement on behalf of Developer have been
authorized to do so.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be sineed by their
respective duly-puthorized officials and officers on this the y. day of
2019.
KA"l-A-YA1111. - I
"CITY"
THE CITY OF DENTON, TEXAS
ATexas Municipal Corporation
By:
Todd Hileman, City Manager
215 E. McKinney
Denton, Texas 76201
Fax No, (940) 349-8596
ATTEST:
ROSA RIOS, CITY SECRETARY
By
L
APPROVED AS TO LEGAL FORM:
AARON LEAL,, IN"I"T4-k!"T'ITY ATTORNEY
ti
By:
"DEVELOPER"
ROBSON DENTON DEVELOPM ENT, LP, an
Arizona limited partnership
By: Denton Property Management Company,
an Arizona corporation doing business in
Texas as Robson Denton Management
Company, its General Partner
s� 1
y
Name: Paula Robinson
Title: Vice President
ACKNOWLED(IEMENTS
STATE Or TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me, on this day of
2019, by Todd Hileman, City Manager of the City of Denton,
Texas, Municipal Corp6ration, on behalf of the same.
imoi ��w�i ����'"9°�.�"ir�p w�vr�rsUrvma r�r� mro muurvu,w�s�as mvi a. ruewmru�
�oa� NF E R',wI hE`tl
ri e of iexa
No v il> 8251214
r+'�m%'un�ae�io�w�w'�� mruewomuuuAau� mu�rnv�r�guar�!�mv�nwi�vinrvay �,m�ao v✓au✓�.�a��r�n:rarrAim�n�o�w'�
l ATI t11° 0, 1 X Q oil .
()I.YN IN O1, ;
Public in and for the State of Texas
This inso-unlont was acknowledged before me, the undersigned authority on this __IC3r-
°N day
Of 20191, by Pau.la Robinson, the Vice President of Denton Property
Management Company, an Arizona corporation doing business in Texas as Robson Denton
Management Company, as the general partner of Robson Denton Development, LP, an Arizona
limited partnership, for the purposes therein contained.
Ntrt�wi' t 1 u11ic in
"�'� v EBBIE SINGER , � �� C�
an for 11�r�" Tate of Arizona
Notary Public, Stele of Arizonn
Maricopa County
My Commission Expires i
December 14, 2019
LEGAL DESCRIPTION OFTHE DEVELOPMENT
EXHIBIT A
PROJECT LOCATION & DESCRIPTION
Leed Description
BEING a 2725 acre tract of land
situated in the M Scurlock Sur-
vey, Abstract No 1141, the
I Garcia Survay, Abstract No
502, the,j,H Paine Survey, Ab�
stract No 1617, die l lcCowtii
Survey, Abstract No 798, the
139II C RR Survey, Abstract
No 197, the '1'4t'lr RR Survey,
Abstract. No 1301 and the W L
Dunning Survey, Abstract No
1563, Denton County, Uxes. said
tract of land Laing that sarne tract
of land as descilbsd by Warrant
Doed to Cal barley`- Iloys Ranc
and Highland mark, Presbyteriaa
Church as recorded in Volume
2771, Page 9,67 at the bleed
Records, Denton Couaty, Uxas,
said tract of land being more, par-
ticularly describedby rnates and
bounds as follows
COMMENCING at a 1/2 inch
iron rod found for the apparent
southeast corner of said
M Scurlock, Survey ,and for the
most southerly sorrtlrwest corner
of a tract of land deeded to
Millwood McCutclnn Ltd as re-
corded in Volume 2470, Page 678
of said Deed Records, Denton
County, Uxas, said 1/2 inch iron
roll being the southwest corner of
the Z pi ano Survey, Abstract
No 904, Denton County, Texas,
said 1/2 inch iron rod also being
in the autaroralrnatc centcir of
right-of-way), (rein which a boil
d, are fence corner post rri coin-
Crete In the north r ghWf way brae
of said Crawford Road boars
North 00 degrees 87 minutes 19
seconds West, a distance of 24 50
feet,
THENCE North 00 degrees 37
rntnutes 19 seconds West, 45 +00
right-of-way line of Crawford
Road, THE MINT OF B -
GINNING,
THENCE North 89 degrees 51
minutes 20 seconds West with the
northerly line of Crawford road
(a proposed 90 rout right-of-way),
a distance of 10,093 70 feet,
THENCE North 00 degrees 17
minutes 05 seconds West, 8675 70
feet with the cast line of Crawford
Road (a proposed 90 foot
right-of-way),
THENCE South 89 degrees 25
minutes 27 seconds Weat, a dis-
tance of 2333 58 feet along the
north line of stud Crawford Road
(a proposed 00 foot wide
right-of-way) to the proposcd
easterly right-of-way lane of Flo -
Once Road,
THENCE North 00 degrees 33
minutes 33 seconds West, 488156
feet along the easterly line of said
Florence Road (a proposed 90
foot wide rrglit-of way),
THENCE North 89 degrees 51
minutes 47 seconds 'East (deed
West) with the north line of a
218 07 acre tract of land and the
south line of a canea ziir car acre
tract of land deeded to Lotta
Evers Callahan and F W
Callahan as recorded In Volume
947, page 751 And Volume 474,
Page 687 of sold Deed R000riist
Donton Count ylUxas, a distance
of $585 99 feet,
THENCE North 00 dogreea 20
m1putes 02 seconds West (dood
South, 00 dogrees$(i winuta East)
with the west line of a 995 8 acre
trod of land and the east hue of
said 218.07 were tract, of land
deeded to Lotta Evers Callahan
and yW Callahan a distance of
1708 41 foot,
THENCE North 00 degrees 21
minutes 15 seconds W09t (deed
South 00 degrees SO minutes E43t)
with the cast line of East Ponder
Estates, a distance of 3,434 29 feet
to a point in H Lively Rood,
U-JENCE North 89 degrees 47
ininatos a?seconds East (deed
East) with the north 13ne of sud
1'195 8 here tract ofland, the north
line or said McGowanSurvey,
And the north line of said j H
Paine Survey, and along H
Lively IWO'd OCudanco 00650 25
feet;
THENCE North 89 degrees 54
minutes 37 seconds East, 205791
feet along said H Lively Rood,
THE'Kcl;. South 00 degrees 07
minutes 10 seconds East, 8066 98
feet;
THENCE North 69 degrees: 48
minutes 61 seconds East, 1215 50
feet,
THy,NCR South 00 dogreog 29
minutes 08 seconds East (deed
North) with the, we'Ot 1140 Of 041d
Hillwood/Mccutchin"Ud tract
of land as or Hillwocid/
J deed, adistance
of 8074 89 foot,
THENCE South 00 degrees, 37
ininutes W seconds East (deed
N00b) with the west line of sod
j1diwood/McCutclun, Ltd tract
of land as. per 14111wood/
McCutain ao;4, a distance of
3300 00 feet to the POINT OF
BEGINNING and containing
2725 acres of land, more or less
THENCE South 00 degrees 07
. . . . ............ . . ......... ....... . . . . . . . ................. . .... . ..... . . . . . . .................... .. MIqu w ---42 .. $0'coxids- Wtsti - — ------- - ----
8803 58 feet,
A
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3 W, E WA
INAMOM
MUMIWAK
Exhlkit C yoy 5s; d N
The following payment schedule is established for the construction of the pump stations and
pipeline for abandonment of the Robson Ranch Water Reclamation Plant. Within thirty (30)
days after the City provides Developer a written certification that a milestone set forth below
has been satisfied; payment of the amount -set forth opposite that milestone will be due,
t.. initiation of project design and material procurernenV t Million
2. 30" completion of project construction; $t Million
I Go% completion of project construction'. $t Million
4, 0" completion of project construction:
700,000
5, Project Acceptance: IDOAQ000
Total Million