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20-2362ORDINANCE NO.20-2362 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE A PARK DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DENTON AND FORESTAR (USA) REAL ESTATE GROUP INC. FOR THE DEDICATION OF PARK LAND AT THE COUNTRY CLUB TERRACE PHASE 1 AND PHASE 2 DEVELOPMENT; AUTHORIZING ACCEPTANCE OF LAND; AND PROViDING AN EFFECTIVE DATE. WHEREAS, Forestar (USA) Real Estate Group Inc., (the "Developer'’) owns and is currently developing a 91.279 acre parcel of property within the City of Denton, known as Country Club Terrace, and has asked consideration for approval to dedicate certain floodplain land in fulfillment of its Park Dedication requirement under Section 22-37 of the City's Code of Ordinances and Development Fees requirement under Section 22-39 of the City's Code of Ordinances; and WHEREAS, the City Manager recommends, and the City Council deems it in the public interest that the City enter into the Park Development Agreement attached hereto; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager is hereby authorized to execute on behalf of the City the Park Development Agreement as attached hereto and incorporated by reference herein. SECTION 3. The City Manager is hereby authorized to receive land in fulfillment of the land dedication requirement in 22-37 of the Code of Ordinances and the park development fee requirement of 22-39 of the Code of Ordinances, and to undertake the obligations as set forth in the Agreement. SECTION 4 This Ordinance shall become effective immediately upon its passage ld approval The motion to approve this Ordinance was made seconded by C£Q{\n:e 'bbLZ( ; thethe following vote D_ - a :Ordinance was passed and approved by M LIu Abstain Absent Gerard Hudspeth, Mayor: Birdia Johnson. District 1 : Connie Baker. District 2: Jesse Davis. District 3 : John Ryan, District 4: Deb Arnrintor, At Large Place 5 : Paul Meltzer, At Large Place 6: a / J 7 32 ,Z PASSED AND APPROVED this the b +b day of aba\a abC.I , 2021 rE F{uDSN ATTEST: ROSA RIOS, CITY SECRETARY \\111111/1 F DF a APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY PARK DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into between Forestar (USA) Real Estate Group Inc., a Delaware corporation (the “Developer”) and the City of Denton, a Texas home-rule municipal corporation (the “City”) as of the Effective Date as provided below Introductory Provisions Developer is the owner of and is currently developing a portion of a 91.279-acre, more or less, tract of land for residential use known as Country Club Terrace Phase 1 and Phase 2 which is located in the James W. Withers Survey, Abstract 1343, City of Denton, Denton County, Texas and also being a replat of Lot 2, Block 1, Hickory Lake, Doc. No. 2012-193, P.R.D.C. T. (the “Project”). Phase 1 of the Project consists of one hundred-thirty (130) residential lots and five (5) homeowners association (“HOA”) open space lots. Phase 2 of the Project consists of fifty-three (53) residential lots, one (1) HOA open space lot, and one (1) park land dedication totaling 34.106 acres. The park land dedication lot, 34.106 acres, is labeled Lot 33, Block F (“Park Land Lot”) on Exhibit A, attached hereto; and Developer will dedicate the Park Land Lot as park land for public use. The Park Land Lot will be dedicated as park land by Final Plat and Special Warranty Deed and shall be recorded in the Plat Records of Denton County, Texas upon approval by the City; and Park Land Lot is more particularly depicted as Lot 33, Block F on Exhibit A attached to this Agreement and incorporated herein by reference; and The amount of park land dedication required by Section 22-37 of the City’s ('-ode of Ordinances for Phase 1 and Phase 2 of the Project is 1.281 acres; and The park development fees required by Section 22-39 of the City’s Code of Ordinances for Phase 1 and Phase 2 of the Project total $52,253; and Developer intends to dedicate the Park Land Lot to the City to satisfy both the park land lication requirements and the park development fee requirements for Phase 1 and Phase 2. Developer and the City enter into this Agreement to confirm their agreement concerning (a) the Developer’s dedication of the Park Land Lot to the City, (b) the City’s acceptance of the Park Land Lot, subject to compliance with conditions herein, and (c) the City’s acceptance of the Park Land Lot to satisfy the park land dedication requirement in Section 22-37 of the City’s ('-ode of Ordinances and the park development fee requirement in Section 22-39 of the City’s Code of Ordinances. A. Agreements For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows: 1 Dedication of the Park Land Lot. Developer will dedicate the Park Land Lot shown as Lot 33 on Page 3 of Exhibit A, to the City. The City and the Developer will work cooperatively to process Developer’s dedication of the Park Land Lot. Instruments of dedication shall be by Special Warranty Deed and by Final Plat. The City and Developer shall prepare, execute, and record all documents related to the dedication and conveyance of the Park Land Lot at the Developer’s sole expense. The dedication of the Park Land Lot fulfills Developer’s total park land dedication requirements for Phase 1 of the Project, as shown on pages 1 and 2 of Exhibit A, and Phase 2 of the Project, as shown on Page 3 of Exhibit A, in satisfaction of Section 22-37 of the City’s Code of Ordinances. 2.Park Development Fees. Park development fees for the Project would amount to $52,253.00 for 183 homes at $291.00 per single family unit. With a valuation of $11,948.52 per acre, the Park Land Lot has a value of $407,516.22. The City recognizes that the value of the Park Land Lot in excess of the required land dedication is $361,598.06 (30.263 acres x $11,948.52), and accepts the additional 30.263 acres in satisfaction of the park development fees required for the Phase 1 and Phase 2 of the Project by 22-39 of the City’s Code of Ordinances and to the extent the value of the Park Land Lot exceeds the park development fees required by Section 22-37 of the City’s Code of Ordinances, Developer expressly acknowledges and agrees that both the execution of this Agreement and the transfer of the Park Land Lot is made voluntarily by the Developer and not as a requirement of the City under its Code of Ordinances, and Developer waives any claim related thereto that it may have under any theory of law against the City. 3. Park Name. Naming of the Park will be directed by Resolution Number R20-2001, as amended, which outlines the naming policy guidelines for City buildings, facilities, land, or any portion thereof. tional Par]icatron leveloper’s lcatlon o ,ot under this Agreement is based on the type of development (single family) and the anticipated number of residential units to be developed on the Project. The Park dedication required by this Agreement for the Project was determined with the formula 2.5 acres x 183 units x 2.8 persons divided by 1,000 for 1.281 acres of land for residential property. Floodplain acreage may be dedicated at a ratio of three to one (3 :1) in acres in lieu of non-floodplain property, 1.281 x 3 for 3.843 acres of Park Land Dedication. If the actual number of residential units developed on the Project Property exceeds the units utilized in this formula and the resulting total acreage required to be dedicated exceeds 4 acres, the developer must dedicate additional park property to the City in accordance with the requirements of Section 22-37 of the City’s Code of Ordinances. 5. Waivers. The parties hereby agree: A.Nothing in this Agreement shall be considered an illegal impact fee or exaction. The Developer agrees and stipulates that all terms of Local Government Code Section 212.904 have been met by the City and the Developer acknowledges and agrees that: 1. The land dedicated in accordance with this Agreement is more than the requirement under Code of Ordinances 22-37 and 22-39 and waives any claim it may have related to the same under any theory of law against the City. 2. The value of the land dedicated is more than the amount of park dedication fees required under Code of Ordinance Section 22-37 and the Developer waives any claims it may have against the City for the difference as set forth in paragraph A.2.above. Developer and its related entities, successors, and assigns release and discharge the City, its past and present employees, officers, council members, attorneys, and other agents, contractors, and representatives from any and all claims, demands, controversies, and causes of action for breach of contract, takings, exactions, claims under Texas Local Government Code Chapter 395, and claims under the Private Real Property Rights Preservation Act, Texas Government Code Chapter 2007, and all claims for reimbursements and monies that relate to this Agreement. Developer waives any right to appeal the requirement to dedicate the Park Land Lot in accordance with the terms of this Agreement pursuant to Section 22-42 of the City’s Code of Ordinances. B. C. 6 Indemnincation. DEVELOPER SHALL INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS. AGENTS. ATTORNEYS, AND EMPLOYEES (COLLECTIVELY, THE “INDEMNITEES”) FROM AND A(,AINST: (1) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY DIRECTLY OR INDIRECTLY RELATED TO A CLAIM, DEMAND, ACTION. OR CAUSE OF ACTION, ARISING FROM DEVELOPER’S PERFORMANCE OF ITS OBLI(,ATIONS HEREUNDER; (I1) ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLY CONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF THE CITY OR DEVELOPER TO ENTER INTO THIS AGREEMENT; (II1) ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION BROUGHT BY AN ASSIGNEE OF DEVELOPER RELATED TO APPROVAL OF AN ASSIGNMENT BEING WITHHELD BY THE CITY; AND (IV) ANY AND ALL LIABILITIES, LOSSES, COSTS, OR EXPENSES (INCLUDING ATTORNEY’S FEES AND DISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCUR AS A RESULT OF ANY ACTION OR OMISSION OF INDEMNITEES PURSUANT TO THIS AGREEMENT; PROVIDED, HOWEVER, THAT DEVELOPER SHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR THE BREACH BY THE CITY OF THIS AGREEMENT. B. Miscellaneous 1.This Agreement contains the full and complete agreement of the parties hereto, and all prior negotiations and agreements pertaining to the subject matter hereof, are expressly merged in this Agreement. Each party hereto disclaims any reliance on any facts, promises, undertakings, or representations (oral or written) made by any other party, or his agent or attorneys, prior to or contemporaneous to the date of execution of this Agreement. 2. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assIgns. 3.All parties acknowledge that this Agreement is the result of substantial negotiation between the parties. All parties further acknowledge that each party and its legal counsel have reviewed, revised, and contributed to this Agreement; so 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, nor any amendments or exhibits thereto. 4.In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. 5 All notices required to be given under this Agreement shall be given in writing and shall be effective when actually delivered or when deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the addresses shown below. Any party may change its address for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, each party agrees to keep the other informed at all times of its current address. To City: City Manager City of Denton City Hall 215 E. McKinney Denton, Texas 76201 To Developer: Stephen Brim Forestar (USA) Real Estate Group Inc. 2221 E. Lamar Blvd., Suite 790 Arlington, TX 76006 6. This Agreement shall be construed under the laws of the State of Texas and is fully performable in Denton County, Texas. Exclusive venue for any suit to enforce the terms and conditions of this Agreement shall be a court of competent jurisdiction in Denton County, Texas. 7. This Agreement may be executed in multiple counterparts, by one or more signatories, separately and each of such counterparts shall be deemed an original for all purposes, and all such signed counterparts shall constitute but one and thqLsame instrument.,_ _ 2oz l-W Sig„,d t, b, ,a„ti,, the ga d,y ,f --aM A,I , ;02a(the~Mfective D,t,”). [signatures on following page\ DEVELOPER: Forestar (USA) Real Estate Group Inc. , a Delaware Corporation Title: DEY£roPH€,gr DIREcrof\ AIIbI 1 tIll CITY OF DENTON: By o dC – City Manager 215 E. McKinney Denton, Texas 76201 ROSA RIOS, CITY SECRETARY'~=a ATTEST APPROVED AS TO LEGAL FORM: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. &w PAQh,J PRIXTED NAME II?r£€Qro£_ ACKNOWLEDGMENTS STATE OF TEXAS } COUNTY OF DENTON } Sa AOl; dre,oin,ThbTu=%is:IIT LUnT;TiE Fil nR infIx:: home-rule municipal corporation, on behalf of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. btary Public Ka\ \so\ C \chc, € AsWISA LEIGH My Mary ID # 131828791 Wes De®mtnr 14, 2022 Printed Name My commission expires: CRcefRWf 1 q.an My commission is in OQf\lOfl County. STATE OF TEXAS } COUNTY OF TARRANT } The foregoing Development Agreement was executed before me on the I C)+£ day ofallIM, 2020 by Stephen Brim, the 7Forestar (USA) Real Estate Group Inc., a Delaware corporation. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written. \\\III/STgA Notary Public, State of Texas Comm. Expires 11-07.2021 Ngt8ry ID 131343214 )ef hM it /Bl/\y&nPrinted Name ' J My commission expires: 1 l- Ol ' 'La t\ My commission is in -Tir aTF County. EXHIBIT “A”