22-244ORDNANCE NO. 22-244
AN ORDINANCE OF THE CITY OF DENTON RELATED TO THE FIRST AMENDMENT
TO THE DEVELOPMENT AND CONSENT AGREEMENT WITH VS DEVELOPMENT, LLC,AND DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 16 ESTABLISHING FIREPROTECTION SERVICES AND OTHER RELATED MATTERS FOR DENTON COUNTYMUNICIPAL UTILITY DISTRICT NO. 16; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, pursuant to Chapters 49 and 54 of the Texas Water Code and Section 42.042
of the Texas Local Government Code, Olex (United States) (“Owner”), Inc. filed a Petition for
Consent to Creation of Denton County Municipal Utility District No. 16 (“MUD”) with the City
of Denton; and
WHEREAS, the City consented to the creation of the MUD pursuant to Resolution No. 20-
1379 on August 18, 2020; and
WHEREAS, the City’s consent to the creation of the MUD was contingent upon the City
Council approving an agreement that sets for the mutually agreeable terms and conditions relating
to the consent of the MUD and the development of the Property (“Development and Consent
Agreement”); and
WHEREAS, the Development and Consent Agreement with the Owner was executed
pursuant to Ordinance No. 20-1496 on August 18, 2020; and
WHEREAS, on August 9, 2021, the Texas Commission on Environmental Quality issued
an Order Granting the Petition for Creation of Denton County Municipal Utility District No. 16;and
WHEREAS, the MUD encompasses approximately 552.985 acres of land in Division 2 of
the City’s extenitorial jurisdiction and is contiguous to the City’s corporate boundaries (the
“Property”); and
WHEREAS, VS Development, LLC (“Developer”) is now the owner of the Property; and
WHEREAS, the Developer proposes to develop the Property with 1,523 residential lots, 8acres of multifamily uses, 30 acres of commercial uses, and approximately 101 acres of
floodplain/open space with a hike/bike trails; and
WHEREAS, Section 2.5 of the Development and Consent Agreement requires a fire
protection plan between the Developer (on behalf of the District) and a fire service provider; and
the Developer and District have requested that the City of Denton Fire Department be the approvedprovider for fire protection services; and
WHEREAS, the City, Developer, and the District agree to execute a First Amendment to
the Development and Consent Agreement attached to this ordinance establishing the terms of the
City providing fire protection services and the fees to be levied by the District to pay the City forfire protections services; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or her designee is hereby authorized to execute the First
Amendment to the Development and Consent Agreement with VS Development, LLC, and of
Denton County Municipal Utility District No. 16, to establish fire protection services for Denton
County Municipal Utility District No. 16 and other related matters.
SECTION 2. A substantial copy of the First Amendment to the Development and Consent
Agreement is attached hereto and incorporated herein for all purposes. Minor adjustments to the
attached First Amendment to the Development and Consent Agreement are authorized, such as
filling in blanks and minor clarifications or corrections, and any modifications made by City
Council in the approval of this ordinance.
SECTION 3. The City Manager, or her designee, is further authorized to carry out all
duties and obligations to be performed by the City under the First Amendment to the Development
and Consent Agreement, unless otherwise reserved in the First Amendment to the Development
and Consent Agreement for Council approval.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by Deb n,MI ., +,r and
seconded by Br ,',n Beck , the ) ved by
the following vote n -E :
Aye
V
,'‘
Jr
V/
/
b/
,/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Jesse Davis, District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
Page 2 of 3
PASSED AND APPROVED thi, th, ISt-d,y ,f J'n.AtV . 2022.
GERARD HUDSPETH, MAYOR
: + p 9 e EXt e qre//qATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Mack
,kMJH= =„„=„=:'=:"
Page 3 of 3
FIRST AMENDMENT TO DEVELOPMENT AND CONSENT AGREEMENTCONCERNING DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 16
This First Amendment to Development and Consent Agreement Concerning
Denton County Municipal Utility District No. 16 (this “Amendment”) is entered into by
the City of Denton, Texas, a Texas Home Rule municipality (the “City”) and VS
Development, LLC, a Texas limited liability company (“Developer,” “VS”). The Denton
County Municipal Utility District No. 16, a municipal utility district created pursuant to
Article XVI, Section 59, of the Texas Constitution, Chapters 49 and 54 of the Texas Water
Code (the “District”), which District, after the District Confirmation Date, will become a
party to this Amendment as set forth below. The City, VS, and the District are each a
“Party” and collectively the “Parties” to this Agreement. This Amendment shall become
effective on January 25, 2022 (the “Effective Date”).
ARTICLE IRECITALS
WHEREAS, VS Development, LLC, the City and Olex (United States), Inc.
(“Olex”) entered into that certain Development and Consent Agreement Concerning
Denton County Municipal Utility District No. 16, effective August 18, 2020 (the “Original
Development Agreement”); and
WHEREAS, the defined terms herein shall have the same meaning as provided in
the Original Development Agreement, unless specifically provided otherwise herein; and
WHEREAS, effective September 13, 2021, VS has purchased 552.958 acres
(“Property”), which are the subject of the Original Development Agreement; and
WHEREAS, effective with the closing of the sale of the Property, Olex assigned
to VS all of its rights and obligations under the Original Development Agreement; and
WHEREAS, since the effective date of the Original Development Agreement, VS
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 Original Development Agreement the
TCEQ has created the District, which encompasses all of the Property; and
WHEREAS, the Parties wish to amend the Original Development Agreement to
provide the terms under which the City will provide the Fire Protection Services to the
Property; and
WHEREAS, the Original Development Agreement, as amended by this
Amendment, is hereinafter referred to as the “Agreement;” and
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1
WHEREAS, this Amendment 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
NOW THEREFORE, for and in consideration of the mutual agreements,
covenants, and conditions hereinafter set forth, the Parties contract and agree as follows:
1
following:
The Original Development Agreement is hereby amended to add the
ARTICLE IVFIRE PROTECTION SERVICES
Section 4.1. Definitions. In this 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 Agreement, a Connection shall be considered to have been made at
the time of physical attachment to 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 Amendment, 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 property 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
Amendment, 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
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 Amendment 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 Amendment.
3829.207/4815-5554-5846,v3
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(b) Other than the provisions of Section 4.2(a) which are effective as to the
District upon the Effective Date, this Amendment 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.
(c) in the event the voters in the District have not approved the Fire Plan and
the Fire Tax by June 30, 2023, the provisions of this Article IV shall terminate and be of
no further force or effect.
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, VS 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) During the term of this 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 Amendment. 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.
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(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 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.
(f) 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 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 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 Amendment.
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3829.207/4815-5554-5846.v3
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
(b) At such time as the TCEQ has approved the Fire Protection Plan, the District
shall pay to the City a one-time Fire Protection Services Fee equal to $300,000. The
District shall pay an additional fee to the City equal to $550 per acre for any land annexedinto the District.
(c) 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 3 1, following the first year such tax is levied by the District. The District agreesto pay the City any subsequently collected Fire Tax received after March 15th 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 requestby the City.
(d) At such time as the District makes a Connection to a single-family home for
the initial end user, the District shall collect a “Fire Protection Facilities Capital Fee” equal
to $750. The District shall only be required to collect one Fire Protection Services Capital
Fee for each developed lot.
(e) At such time as the District makes a Connection to a multi-family residential
building, the District shall collect a “Fire Protection Facilities Capital Fee” equal to $250for each separate residential unit within the building.
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3829.207/4815-5554-5846.v3
(f) At such time as the District makes a Connection to a commercial parcel, the
District shall collect a “Fire Protection Facilities Capital Fee” equal to $1,000 for each
separate commercial space within the building. The District shall only be required to
collect one Fire Protection Services Capital Fee for each separate commercial space within
a building.
(g) Each of the fees collected in accordance with subsections (d) – (f) shall be
paid to the City during the calendar quarter following receipt. 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 subsection
(c) solely to fund Fire Protection Services, including, but not limited to, providingpersonnel, equipment and a fire station. The City agrees to receive the “Fire Protection
Facilities Capital Fees” paid pursuant to subsections (d) – (f) above and deposit them in a
separate account to be used solely to build a fire station located within the “Legends Ranch”
development reflected on the attached Exhibit “B” or otherwise within the Fire ProtectionServices Area.
(i) The District shall not charge the City for water it uses to carry out FireProtection Services.
Section 4.6. Cost Sharing with Other Developments in the City Fire ProtectionServices 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-rata 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, the 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 receivingsuch service.
Section 4.7. Construction of Fire Station in the Fire Station Services Area
3829.207/4815-5554-5846.v3
6
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 work in good faith to begin design of a fire station
upon the 864th Connection within the District, but failure to commence the design by such
date does not constitute a breach of this Agreement. The City will work in good faith tobegin construction of a fire station upon the 1,035th Connection within the District, but
failure to commence the construction by such date does not constitute a breach of this
Agreement. Upon completion of said fire station, it will be defined as a City Fire Station
for the purposes of this Agreement. The City shall own the fire station and all equipment,land, furniture, fixtures, equipment, fire apparatus, and vehicles related thereto.
Section 4.8. Term of City Obligation to Provide Fire Protection Services.
The initial term of the provisions of Article IV shall begin on the Effective Date of
this Amendment and continue for successive five (5) year terms, unless the City or theDistrict terminates Article IV upon no less than two (2) years advance notice to the other.
In the event either the District or the City timely exercises its right to terminate hereunder
prior to the City beginning design and construction of a fire station in the Fire Protection
Services Area, all 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 afire station in the Fire Protection Services Area, the term of this Article IV 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. The parties hereto do hereby waive the provision contained in the second
sentence of Section 3.2 of the Original Development Agreement and acknowledge that this
Agreement remains in effect.
3. Except as specifically provided herein, all provisions of the Original
Development Agreement shall remain in effect.
3829.207/4815-5554-5846.v3
IN WITNESS WHEREOF, each Party has caused this Amendment to be executed
by its undersigned duly authorized representative.
ATTEST: CITY OF DENTONROSA RIOS. CITY SECRETARY
r),p„ty City SwMY
By:.By:
Name: Sara HensleyTitle: Interim Ci 414Date
STATE OF TEXAS §
§
§COUNTY OF DENTON
This instrument was acknowledged before me on-&way n , 2022 by Sara
Hensley, Interim City Manager of the City of Denton, Texas on behalf of said city.
K3£9;EIL.b,cABlaRISA LEIGH RiCFnRDS
My FRIary ID # 431826791
Fxpile$ Dewnber 14, 2W
APPROVED AS TO FORM:MACK REINWAND, CITY ATTORNEY
By:_M„Z GhJ;?;g'Y=;If:: EP'
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligations and business tellus.
(UL–SIGNATURE kLhh.MnDlaGE
kbETITLE
EuKDEPARTMENT
3829.207/4815.5554-5846.v3
VS DEVELOPMENr, LLC,
a Texas limited liability company
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THE STATE OF TEXAS §
COUNTY OF.M §
§
3fa Ld dl:jLI[USII IE•][1:r1[=7Lp=5;?!i: n EIIIIF ]b!nowITVln== ? irC ) ; Ie :iiI:liability company and on tnhalf of said company.
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Notal of Texas//
3829.207/4815.55$b5846.v3
Following the District Confirmation Date, the District has executed this Ameadmmt
DnfroN COUNIY MUNICIPAL urErrYDISTRICT NO. 16
v /?,/Z,22
STATE OF TEXAS g
COUNIY OF DENTON 6
This instrwnmt was acknowledged tnfon me, on2022 by BeN K4# :Presidmt of'the
County Municipal Utility District No. 16 on &half of said District
e
hILO3
mQVHBNotary Public,SandiPrinted Name
My Commission Expires:
SANDY DtNN
My N(Ray IDf 1241a487Wes JwBy 17, aa6 0 tl bInHI
[SEAL]
3829.207/481S.S5S+5846.v3
EXHIBIT “A”“CITY FIRE STATION”
3829.207/4815-5554.5846.v3
Exhibit " A"
FIRE STATION #9
8 Min Respon:iS
+Current Roads
MUD #
LaLa Ranch Expendon
Legends RanchMeadows
RHkv Top RanchtSherwex>d
Stornhill Ranch +Young Tracts
In 8 Minute Response Time
w 8 Minute Reslx>nse bme
E:lacy LimBsu nJ-1
0 0.5 1 Miles2344
EXHIBIT “B”“ AREA WITHIN WHICH NEW FIRE STATION WILL BE BUILT”
3829.207/4815-5554-5846.v3
Exhibit "B"
2.5 acres of land in Southeast corner of proposed Legends Ranch
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BOUNDARY EXH18rr496. 136 AC
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FIRM I.D + 5279t.mHnRaRnRmc. puc If Denton ETJCounty. Texas Scale: 1- B 16CXy
EXHIBIT “C”“CITY FIRE PROTECTION SERVICES AREA”
3829.207/4815-5554-5846.v3
Exhibit "C"
Municipal Utility Districts (MUDs)
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[---I city LimitsAstra / Denton County MUD #1 1 nR
m Rocky Top RanchEarthland Farms City ProperBHickory Creek Sherwood
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Services
Date: 7/7/2021
does not represent an on-the-ground survey and represents onjy the approximate relative location ofhave been prepared for or be that there is no guarantee to the accuracy of this data.map indicates theensure the accuracy of this