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19-2105• � . • • ' AN ORDINANCE OF THE CITY OF DENTON, A TEXAS MUNICIPAL HOME-RULE CORPORATION, APPROVING AN AGREEMENT BETWEEN DB DENTON II, LLC, A ELAWARE LIMITED LIA ILITY CO PANY, ALLEGIANCE HILLVIEW, L.P., A NEW YORK LIMITED PARTNERSHIP, AND THE CITY REGARDING THE FUNDING AND CONSTRUCTION OF SANITARY SEVVER IMPROVEMENTS WHICH ARE ADJACENT TO AND WILL SCRVE PORTIONS OF THE RAYZOR RANCH DEVELOPMENT; AND, PROVIDING FOR AN EPFECTIVE DATE, WHEREAS, the City of Dentan, a Texas hame-rule municipal corporatian ("City"), DB Denton II, LLC, a elaware li ited liability company, and Allegiance Hillview L.P., a New York limited partnership (collectively "Developers"}, have entered into an agreement for the funding and construction of sanitary sewer improvements which are adjacent to and will serve portions of the ayzor anch evelopment; and WHEREAS, the sanitary sewer improvements will be constructed by the City after it has received funding for the same from the Developers; and WHEREAS, this agreement is in the best interest of the City, its wastewater utility infrastructure, its ratepayers, and its citizens; and NOW, THEREFORE, THE CO CIL OF THE CITY OF ENTON H� EBY O AINS: ` . * � , . . .. �`� • . .,. � w.. � � . • � � ♦ • � - �� . � . . •�� - ., . . � ♦ - . • -� s . . . .� � .., . . . -� , � ' . - , ' • �� . � • , . SECTI.ON__ 3. This ordinance shall become effective immediately upon its passage and _-- -- approval. The motion to a rove this ordinance was made b �� PP Y . -_.:--�1�� -�L.��_�� ............ ........ �� ,. seconded by ,� �� ' ��",� �"�� „ the ordinance was passed and approved by the following vate [ `% - �i ]: Aye Nay Abstain Absent Mayor Chris Watts, �"'_ � Gerard Hudspeth, District 1: .. -� -- Keely G. Briggs, District 2: �"°� Jesse Davis, District 3: p�✓ John Ryan, District 4: p�„�`" Deb Armintor, At Large Place 5: � Paul Meltzer, At Large Place 6: '"� � �-ep � � PASSED AND APPROVED this the �� da of �J �:.� � � � � ,�,�,��`�'' �° _„ 2019. � Y _ �, ,.....,..� �� , � �. � �� ' �' � � �� ,� � �.� ,,� C.'C9�� WATTS, C��.�YOR ATTEST: �; � �,°�, �;�; � ROSA RIOS, CITY SECRETARY � '� � °' <�w �� o � v . �� ;� /�� ?�, ew''r BY• e^ �� ' .,,� , ;� ��: � � �. � " � � �� ; � . .. w�___�_.�aa -��..,�._�. �.. �� ..��a.w�� _ .. � f : �� , ". � �� r � r' � � ��i �' �� ,' APPROVED AS TO LEGAL FORM: r" � r �°° �'^ " AARON LEAL, CITY ATTORNEY �� r �� ;,r. � � � , ,� �,�.� � t %�:��.� �"a . � y• . �,,, �� • ._ . _- � „� - AGREEMENT THIS AGREEMENT (hereinafter "Agreement") made by and between THE CITY OF DENTON, TEXAS, a Texas home-rule municipal corporation, ("City"), and DB DENTON II, LLC, a Delaware limited liability company and ALLEGIANCE HILLVIEW, L.P., a New York limited partnership (collectively, the "Developer") and is effective when signed by the City ("Effective Date"). WITNESSED: WHEREAS, Developer is the original owner and developer of the real estate described on the attached Exhibit 1(the "Rayzor Ranch"), which is incorporated herein by this reference, which real estate is under development as a mixed use project; WHEREAS, Developer and City anticipate that the continued development of portions of Rayzor Ranch and surrounding properties will in the future require an increase to the existing City of Denton sanitary sewer line located south of Scripture Street between Scripture Street and I-35; WHEREAS, City desires to construct and install a sanitary sewer improvement project including new sewer line and pipe burst installations located south of Scripture Street from Scripture Street to I-35, south of Rayzor Ranch, in the location shown on Exhibit 2("Project"); WHEREAS, pursuant to the City's Code of Ordinances and Development Code, both as amended, City asserts it is entitled to condition the issuance of certificates of occupancy or other permits for the continued development of portions of Rayzor Ranch served by the Project on Developer's payment of the estimated costs of the Project; WHEREAS, based on the foregoing, Developer is willing to commit itself to the payment of the costs associated with the Project and the City and Developer desire to set forth in this Agreement, their respective understandings, and agreements, with regard to the Project. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and the parties hereto agree as follows: 1. The above Recitals are incorporated into the Agreement as if copied in full. 2. The anticipated total cost for design, permitting, construction and installation of the Project is $907,980. 3. Within 45 days following the Effective Date, Developer shall pay to City funds equal to 110% ("Developer's Funds"), which equates to an amount of $998,778 based on the anticipated total cost for the Project. If the total cost of the design, permitting, construction, management, and installation is less than 110% of the anticipated total cost, City shall return to Developer any excess funds within 45 days following completion of the Project. If the cost of the design, permitting, construction, management, and installation is more than 110% of the anticipated total cost, then Developer shall be responsible for such additional costs, which shall be paid to City within 45 days following written notice from City. Page 1 of 7 4. Developer shall have no obligation to design, permit, construct, or install the Project or to pay any other amounts to the City related to the design, permitting, construction, management, or installation of the Project except as set forth herein this Agreement. 5. City agrees that it shall not condition the issuance of any permit or certificate of occupancy for the continued development of Rayzor Ranch based solely on the necessity of the Project either during construction of the Project or following completion of the Project. However, if wastewater flows exceed the capacity of the existing sanitary sewer line located south of Scripture Street between Scripture Street and I-35 prior to completion of #he Project, City may condition the issuance of any certificate of occupancy in order to prevent sani#ary sewer overflows. 6. Developer and City agree that Developer's Funds shall be used solely for the design, permitting, construction, management, and installation of the Project. City agrees to keep the Developer's Funds segregated from the City's other funds and to use the Developer's Funds solely for the Project and for no other purpose. 7. City shall diligently pursue TxDOT approval authorizing the construction and installation of the southern end of the Project and shall promptly and diligently pursue design, permitting, construction, and installation of the remaining length of the Project, all of which is estimated to be completed within six (6) months of the Effective Date, and City shall be authorized to use the Developer's Funds for such purposes. 8. Each party, to the extent allowed by applicable federal and state law, agrees to indemnify, defend, and hold harmless the other party from and against any loss, cost, or damage of any kind (including reasonable outside attorneys' fees) to the extent arising out of its breach of this Agreement, and/or its negligence or willful misconduct. 9. Miscellaneous Provisions a. All notices, demands, requests and other communications required or permitted hereunder or which any party may desire to give, shall be in writing and shall be deemed to have been given on the sooner to occur of (i) receipt by the party to whom the notice is sent or (ii) upon deposit in a regularly maintained express mail receptacle of the United States Postal Service, postage prepaid, or registered or certified mail, return receipt requested, express mail delivery, addressed to such party at the respective addresses set forth below, or such other address as each party may from time to time designate by written notice to the others as herein required or (iii) facsimile or electronic mail transmission on which standard confirmation has been received by the sending Party: City:. City of Denton General Manager of Utilities 901-A Texas St. Denton, TX 76209 Page 2 of 7 City of Denton — City Attorney's Office 215 E. McKinney St. Denton, TX 76201 Developer: DB DENTON II, LLC c/o RED Development Attn: Director of Legal One E. Washington St. Suite 300 Phoenix, AZ 85004 and Allegiance Hillview, L.P. 5221 N. O'Connor Boulevard Suite 700 Irving, Texas 75039 b. This Agreement may be amended only by means of the written amendment signed by all the parties to this Agreement. Any purported oral amendment of this Agreement shall be ineffective and invalid. c. This Agreement may be executed in counterparts, each of which individually shall be an original and all of which together shall constitute but one and the same document. Any signature page to any counterpart of this Agreement may be detached from such counterpart without impairing the legal effect of the signature thereon and thereafter attached to another counterpart identical thereto except having to it additional signature pages. d. This Agreement shall be governed by the laws in the State of Texas, and shall be performable and enforceable in Denton County, Texas. e. This Agreement shall be binding on the parties hereto and their respective heirs, executives, administrators, successors and assigns when all parties have executed and delivered a counterpart hereof. f. Each Party represents that it has full power and authority rightfully to execute and deliver this Agreement and to perform the actions contemplated hereby. The City Manager of the City of Denton shall have the authority to administer this Agreement on behalf of the City and to exercise discretion with respect to those matters contained herein so long as the development proceeds in general accord with this Agreement and with regard to those matters not fully determined at the date of this Page 3 of 7 Agreement. The provisions of this Agreement shall run with the land in favor of and for the benefit of the City and Developer and shall be binding upon present and all successor owners of the real estate described in the attached Exhibit 1, g. The prevailing party in any legal proceeding brought under or with relation to this Agreement shall be entitled to recover from the non-prevailing parties all costs of such proceeding and reasonable attorneys' fees. 10. The parties expressly agree that if Developer does not fully and completely comply with its payment obligations set forth in Paragraph 3 above this agreement is immediately terminated and of no further force and effect. EXECUTED, by the City, signing by and through its City Manager, duly authorized to execute, and by the Developer, acting through its duly authorized officers. ---- This space left blank intentionally ---- Page 4 of 7 " ° k� �� "�° � � d a�n' � F r '�i �`� ° w m �.� �' ,,�� iy' n � m f � �" � 6w�� a"� �� k �� 5� � ��,�w M4, M Y ry � P � :a� � � ��y,, B ,'a. y �� ,� � � �� ,�� r ��w p�� w � �� b ,. �,, r�w��,.�`�,°`"'i�,, �� i�� i �r t � � ,,y � e.� � � , �� r � �, , r � � � � � � �� •. � • •• Aaron Leal, City �� r��^� ,�� 0 ie cmr �� . �: �. � .... � � � "" ��' �� . T�� Nileman, City Manager �� Signed on the �'� � y �. �� '° ��,.�,_rv�,�.��.2019. THI$ AGREEMENT HAS BEEP! 60TH REVIEWEO AN� APPROVED a� �,� ��u�„;�� r�� o�� bii�ations and business terms. �. �,^��`�,�� .��, �.,so�„��.,�� "� �� .�..� °�"� ��Y�' � ��"��"� �"�� .w Titl� � �. .� ��"� ' � ��. � �. �,,,��,��.��,.m �,�„� �� µ �� ,��. ��.�.,� � ..��.�� P��e � of � �,,��.,.�...�.,,,�,��_._._.WW_.�.._,,..�M�.�� m,�� ..e�� ...�� DEVELOPER: DB DENTON II, LLC, a Delaware limited liability company By: DB Denton Holdings, 1�� laware limited liability company, its Sole Member By: RED �� yr�r �� nch, LLC, a Delaware limited liability company, its M<��x q�'Nember ,�, Michael kbcrt, Manager �� '�.. � Signed on the _ day of . �� , 2019. Page 6 of 7 DEVELOPER: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited „� t� ��r�a�ny, its ��a�� r�r I �a�r c� � �.n� .,._�� m � _� �..m�� . .. �.._� � �� ..��, �,.� �.��, �,� Signature ...�,�� .__�. �� ,��.� � ..w�.�.�, ��.:..��w��..�� ur°�m� �IIN��iir� �� O��ir�� u.��l��p��' �'u��y ..� Title �f �� Signed on the { � day of � �' � � � � , 2019. Page 7 of 7 r �r � ,w - � • �N �r r • • � r..��a^�v rza,�ar:a� nc�,v �a�+t c�• ��uu� aa�.� ��'y�rr��r as�,. SCALE: ` 1 inch = 600 ft. Page 6 of 6 �"q� �� .,am w. N i x � � � s 0 � a � o� ip � E w�- n N � g � u � a � �.. uv �� THENCE leaving the north line of the 121.4759 acre tract with the west right�f-way line of Bonnie Brae Street, the following courses and distances to witi —South 00°37'18" West, a distance of 1455.38 feet to a 5/8-inch iron rod with "KHA" cap set for comer, —South 00°26'45" West, a distance of 568.70 feet to the POINT OF BEGINNING and containing 153.37 acres of land. Bearing system based upon Texas State Plane Coordinate System, using monuments R0610108 AND R0610060. PART TWO BEING a tract of land situated in the B.B.B. 8� C.R.R. Company Survey, Abstract No. 192, in the City of Denton, Denton County, Texas, being part of a called 265.6365 acre tract of land (description of Shephard Hall Tract, Tract 1), described in deed to Denton Hillview, L.P., reoorcled in Denton County Clerk's File No. 2005-127450 of the Real Property Records of Denton County, Texas, and all of Lot 3 of LOTS 1,2,8,3 PEARCY/CHRISTON ADDITION No. 1, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet B, Slide 34 of the Plat Records of Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 5/&inch iron rod found in the south right-of-way line of West University Drive (U.S. Highway No. 380, a 100.20 foot wide public right-of-way) for the northerly common comer of Lots 2 and 3 of the beforementioned LOTS 1,2,8,3 PEARCY/CHRISTON ADDITION; THENCE leaving the south right-of-way line of West University Drive with the common line of Lots 2 and 3, South 01 °08'26" West, a dlstance of 600.00 feet to a 5/8-inch iron rod found for the southerly common comer of Lots 2 and 3; THENCE leaving the common line of Lots 2 and 3 with the south lines of Lot 2 and Lot 1-C of LOTS 1-A,1-B, 1-C PEARCY/CHRISTON ADDITION No. 1, an addition to the City of Denton, Denton County, Texas, E according to the plat thereof recorded in Cabinet L, Slide 188 of the Plat Records of Denton County, Texas, o South 89°04'34" East, passing the southeast corner of Lot 1� at a distance of 711.59 feet and continuing for � a total distance of 730.60 feet to a 5/8-inch iron rod found in the west right�f-way line of Bonnfe Brae Streef (a � variable width public right�f-way) for the most easterly northeast comer of the beforemenHoned 265.6365 � acre trad; � • ""' �� THENCE with the west right-of-way line of Bonnie Brae Street, the following courses and distances to wit: —South 00°58'S4" West, a distance of 1438.01 feet to a 5/&inch iron rod with "KHA" cap set for comer, � —South 00°48'S1" West, a distance of 1175.56 feet to a 5/&inch iron rod with °KHA" cap set for the � beginning of a curve to the right; '�" —Southwesterly, with the curve to the right, through a central angle of 45°01'58", having a radius of � 321.07 feet, and chord bearing and distance of South 23°19'47" West, 245.91 feet, an arc distance of � 252.35 feet to a 5/8-inch Iron �od found for the beginning of a reverse curve to the left; �„ —Southwesterly, with the the curve to the left, through a central angle of 57°31'56", having a radius of �"; 392.01 feet, and chord bearing and distance of South 17°04'48" West, 377.30 feet, an arc distance of �� E 393.63 feet to a 5/8-inch iron rod found for the end of the curve; � —South 11 °41'10" East, a distance of 10.57 feet to a 5/8-inch iron rod found for the north end of a � comer clip at the intersection of the north �ight-0f-way Ilne of Saipture Street (a variable width public right-of-way) and the west right�f-way line of Bonnie Brae Street; � THENCE with the comer clip, South 39°33'50" West, a distance of 11.48 feet to a 5/&inch Iron rod found for � the south end of the comer clip; �� ii u ° PagA 3 Of 6 "� � 0�� I'�� M�a THENCE with the north right�f-way line of Scripture Street, North 88°58'00" West, a distance of 1265.16 feet to a 5/8-inch Iron rod found in the south line of the 265.6365 acre tract; � ' THENCE leaving the north right�f-way line of Scripture Street, the following courses and distances to wit: --North 01 °02'00" East, a distance of 500.06 feet to a 5/8-inch iron rod found for comer, • —North 88°58'00" West, a distance of 761.56 feet to a 5/�inch iron rod found for comer, —South 01 °02'00" West, a distance of 500.06 feet to a 5/B-inch iron rod found in the north right-0f-way line of Scripture Street; THENCE with the north rfght-0f-way line of Scripture Street, the following courses and distances to wi� —North 88°58'00" West, a distance of 318.44 feet to a 5/8-inch iron rod with "KHA" cap set for comer, -North 88°48'26" West, a distance of 41.73 feet to a 5/8-inch iron rod found in the northeasterly right-of-way line Interstate Highway No. 35 (a variabie width public �ight-of�nray) and the noRh right-of-way line of Scripture Street for the most southerly southwest comer of the 256.6365 aas tract; THENCE with the northeasterly right-of-way line Interstate Highway No. 35, the following courses and distances to wit: —North 15°50'30" West, a distance of 38.32 feet to a 5/8-inch iron rod with "KHA" cap set for comer, —North 16°24'00" West, a distance of 3494.36 feet to a 5/&inch Iron rod found for comer, —North 14°50'06" East, a distance of 171.01 feet to a 3-inch brass disk In concrete found for comer, —North 46°04'12" East, a distance of 303.95 feet to a 5/&inch iron rod found for comer, —North 60°32'22" East, a distance of 114.22 feet to a 5/8-inch iron rod found for comer, —North 00°58'25" East, a distance of 13.09 feet to a concrete monument found in the south right-0f�vay line of West University Drive; . THENCE leaving the northeaste�ly right-of-way line Interstate Highway No. 35 with the south right-0flnray line of West Unlversity Drive, the following courses and distances to wit: -�outh 88°56'28" East, a distance of 2440.06 feet to a 5/S-inch iron rod with "KHA" cap set for comer, —South 89°01'07" East, a distance of 117.72 feet to the POINT OF BEGINNING and containing 256.91 acres of land. . . Bearing system based upon Texas State Plane Coordinate System, using monuments R0610108 AND R0610060. This document was prepared under 22 TAC §663.21, does not refled the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. . . 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