22-20122-201ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER OR
DESIGNEE, TO ENTER INTO A DEVELOPMENT AGREEMENT BETWEEN TUE CITY OFDENTON AND US ALLLANCE PROMINENCE VENTURE, LLC., FOR THE DEDICATIONOF PARK LAND FOR A CITY PARK AT THE PROSE PROMINENCE DEVELOPMENT;AUTHORIZING ACCEPTANCE OF LAND; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, US ALLIANCE PROMINENCE VENTURE, LLC., (the “Developer”) of the
Prose Prominence Development will seek approval to construct Prose Prominence Development.
The Prose Prominence Development will consist of 360 multi-family homes; and
WHEREAS, Chapter 22, Article III, Section 22-37, requires Developer dedicate parkland
proportional to the number and type of dwelling units proposed for a multi-family development;and
WHEREAS, Chapter 22, Article III, Section 22-39, requires Developer pay park
development fees proportional to the number of each new dwelling unit; and
WHEREAS, Chapter 22, Article III, Section 22-38 allows a developer to dedicate land in
lieu of payment for park development fees required by Chapter 22, Article III, Section 22-39; and
WHEREAS, the developer will comply with Chapter 22, Article III, Section 22-37 and
Chapter 22, Article III, Section 22-38 as outlined in the Development Agreement; and
WHEREAS, the City Council deems it in the best interest of the public to enter into aDevelopment Agreement with Developer; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDA INS:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated herein by reference.
SECTION 2. The City Manager or designee is hereby authorized to execute on behalf of
the City, a Development Agreement in substantially the form of the Development Agreement,which is attached hereto and incorporated by reference herein.
SECTION 3. The City Manager or designee is hereby authorized to receive land and to
undertake the obligations as set forth in the Development Agreement.
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by t> b Dr p{. A+or
by . This Ordinance was passed and
L7 - 6]
and seconded
approved by the
following vote
Aye
,,/J
IZ
\/
U/
,/
,/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Jesse L. Davis. District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the 1 51 " day of Gbr ''-' y , 2022.
A7/// -GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY A\\\\tIll III
BY:, aM- _Z,
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
"-
BY:
ORDINANCE NO.22-201
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER ORDESIGNEE, TO ENTER INTO A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
DENTON AND US ALLLANCE PROMn{ENCE VENTURE, LLC., FOR THE DEDICATIONOF PARK LAND FOR A CITY PARK AT THE PROSE PROMn{ENCE DEVELOPMENT;AUTHORIZING ACCEPTANCE OF LAND; AND PROVEDING AN EFFECTIVE DATE.
WHEREAS, US ALLIANCE PROMINENCE VENTURE, LLC., (the “Developer”) of the
Prose Prominence Development will seek approval to construct Prose Prominence Development.
The Prose Prominence Development will consist of 360 multi-family homes; and
WHEREAS, Chapter 22, Article III, Section 22-37, requires Developer dedicate parklandproportional to the number and type of dwelling units proposed for a multi-family development;and
WHEREAS, Chapter 22, Article III, Section 22-39, requires Developer pay park
development fees proportional to the number of each new dwelling unit; and
WHEREAS, Chapter 22, Article 111, Section 22-38 allows a developer to dedicate land in
lieu of payment for park development fees required by Chapter 22, Article Ill, Section 22-39; and
WHEREAS, the developer will comply with Chapter 22, Article III, Section 22-37 and
Chapter 22, Article III, Section 22-38 as outlined in the Development Agreement; and
WHEREAS, the City Council deems it in the best interest of the public to enter into aDevelopment Agreement with Developer; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DEvroN 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 or designee is hereby authorized to execute on behalf of
the City, a Development Agreement in substantially the form of the Development Agreement,
which is attached hereto and incorporated by reference herein.
SECTION 3. The City Manager or designee is hereby authorized to receive land and to
undertake the obligations as set forth in the Development Agreement.
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by & b nrr,f. nbc
by . This Ordinance was passedand
and seconded
approved by thefollowing vote U - a :
Aye
IJ
34
V/
,/
,/
,/
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Jesse L. Davis. District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5:
Paul Meltz% At Large Place 6:
PASSED AND APPROVED this the l5l" day of Fc\ot ',-f y , 2022.
Z-#// -GERARD HUDSPETH, MAYOR
ATrEST:
ROSA RIOS, CITY SECRETARY L\\\\It 1111111
BY:. Z';.a _Z,
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
PARK DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into between US
Alliance Prominence Venture, LLC, a Delaware limited liability company (the “Developer”) and
the City of Denton, a Texas home-rule municipal corporation (the “City“) as of the Effective Date
as provided below.
Intl'oductot)' Provisions
Developer is the owner of and is currently developing a portion of a 22.608-acre, more orless, tract of land for residential use known as Prose Prominence which is located in the WM
LLOYD Survey, Abstract 0774, City of Denton, Denton County, Texas (the “Project“). This
Project consists of three hundred-sixty (360) multi-family units, and one (1) park land dedication
lot totaling 6.745 acres. The 6.745 acre park land dedication lot is labeled Lot 2, Block A (“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 of Denton; and
Park Land Lot is more particularly depicted as Lot 2, Block A on Exhibit A attached to this
Agreement and incorporated herein by reference; and
The amount of park land dedication required by Chapter 22, Article III, Section 22-37 of
the City’s Code of Ordinances for the Project is 1 .62 non flood plain acres or 4.86 flood plain
acres (the “Park Land Dedication Requirement”); and
The park development fees required by Chapter 22, Article III, Section 22-39 of the City’s
Code of Ordinances for the Project total $67,320 (the “Park Development Fees Requirement”);and
Developer intends to dedicate the Park Land Lot to the City to satisfy the Park Land
Dedication Requirement and Developer intends to satisfy the Park Development Fees
Requirement; and
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 Chapter 22, Article III, Section
22-37 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 2 Block A on Page 1 of Exhibit A, to the City. The City and the Developer willwork cooperatively to process Developer’s dedication of the Park Land Lot. The
drainage easement located in the Park Dedication Lot will not be maintained by the
City of Denton.
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 the Project, in satisfaction of Chapter 22, Article III, Section 22-37
of the City’s Code of Ordinances.
Upon recording of the Final Plat in the Plat Records of Denton County, Texas, the
Developer shall complete the Special Warranty Deed attached hereto as Exhibit “B“,
by filling in the document number of the recorded Final Plat, signing, notarizing, and
returning to City of Denton Real Estate at 401 N. Elm Street, Denton, TX 76201.
The Developer’s dedication of the Park Land Lot under this Agreement is based on the
type of development (multi-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 360 units x 1.8 persons divided by1,000 for 1.62 acres of land for residential property. Floodplain acreage can be
dedicated at a three to one ratio (3: 1). The total park land dedication is 6.745 acres, of
which 1.0844 acres are non-floodplain, and 5.6606 acres are within the floodplain.
The City recognizes that the value of the Park Land Lot in excess of the required land
dedication and accepts the additional 5.125 acres in lieu of fees in satisfaction of the
Park Dedication fees required for the Project, in accordance with Chapter 22, Article
III, Section 22-39 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.
2 Park Development Fees. Park development fees for the Project amount to $67,320 for
360 units at $187.00 per multi-family unit in order to satisfy the Park DevelopmentFees Requirement of Chapter 22, Article III, Section 22-39 of the City’s Code of
Ordinances. Park development fees shall be imposed at the time of building permit
application and shall be paid prior to issuance of building permits.
3. Park Name. Naming of the Park will be directed by Resolution Number R20-1001, as
amended, which outlines the naming policy guidelines for City buildings, facilities,
land, or any portion thereof.
4. 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 that the requirement for Developerto dedicate the Park has been satisfied.
b)Developer and its related entities, successors, and assigns release and discharge the
City, its past and present employees, officers, council members, attorneys, andother 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.
c) Developer waives any right to appeal the requirement to construct and dedicate the
Park in accordance with the terms of this Agreement pursuant to Section 22-42 of
the City’s Code of Ordinances.
5 Indemnification. DEVELOPER SHALL INDEMNIFY, SAVE, AND HOLDHARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS,ATTORNEYS, AND EMPLOYEES (COLLECTIVELY, THE“INDEMNITEES”) FROM AND AGAINST: (1) ANY ADMINISTRATIVE ORINVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITYDIRECTLY OR INDIRECTLY RELATED TO A CLAIM. DEMAND, ACTION,OR CAUSE OF ACTION, ARISING FROM DEVELOPER’S PERFORMANCEOF ITS OBLIGATIONS HEREUNDER; (I1) ANY CLAIM, DEMAND,ACTION, OR CAUSE OF ACTION WHICH DIRECTLY OR INDIRECTLYCONTESTS OR CHALLENGES THE LEGAL AUTHORITY OF DEVELOPERTO ENTER INTO THIS AGREEMENT; (II1) ANY CLAIM, DEMAND,ACTION, OR CAUSE OF ACTION BROUGHT BY AN ASSIGNEE OFDEVELOPER RELATED TO APPROVAL OF AN ASSIGNMENT BEINGWITHHELD BY THE CITY; AND (IV) ANY AND ALL LIABILITIES,LOSSES, COSTS, OR EXPENSES (INCLUDING ATTORNEY’S FEES ANDDISBURSEMENTS) THAT ANY INDEMNITEES SUFFER OR INCUR AS ARESULT OF ANY ACTION OR OMISSION OF INDEMNITEES PURSUANTTO THIS AGREEMENT; PROVIDED. HOWEVER. THAT DEVELOPERSHALL HAVE NO OBLIGATION UNDER THIS PARAGRAPH TO THE CITY
WITH RESPECT TO ANY OF THE FOREGOING ARISING OUT OF THE (A)GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE
OR (B) BREACH BY THE CITY OF THIS AGREEMENT.
B. Miscellaneous
].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 negotiationbetween 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 anyamendments 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 hadnever been contained herein.
5 All notices required to be given under this Agreement shall be given in writing andshall 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:Chad Jackson
US Alliance Prominence Venture, LLC
4925 Greenville Ave.. Suite 1270
Dallas, TX 75206
6. This Agreement shall be construed under the laws of the State of Texas and is fullyperformable 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 the same instrument.
Sig„,d t, b, ,ff„ti,, th, I ')-t"d,y ,f f,~„,,‘, 2022 (the “Effective Date“)
Lsignatures on following page\
DEVELOPER:
US Alliance Prominence Venture, LLC
By: US Alliance Prominence MM, LLC, a Delaware limited liability company
By: Prose Prominence Alliance, LLC, a Delaware limited liability company,ItS
Title: Member
Intwirrb City Manager
215 E. McKinney
Denton, Texas 76201
L\\\tIll I III/
ROSA RIOS, CITY SECRETARY
.y:–
ATTEST
BOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
Gary PackanPRINTED NAME
DirectorTITLE
Parks and RecreationDEPARTMENT
ACKNOWLEDGMENTS
STATE OF TEXAS
}
COUNTY OF DENTON }
The foregoing Development Agreement was executed before me on the 2%day of
'/?74rT,k+, , 2022 by Sara Hensley, Interim City Manager of the City of Denton, aTexas home-rule municipal corporation, on behalf of said municipal corporation.
IN WITNESS
and year before written.WHEREOF, I have hereuntojet my hand and seal the day
TRACY R. HOLT
My Noby ID# 133164724We$Jurn21, 2025
/Ie f+ c
My commission
My commission
7r lllte arne
expl
IS in
STATE OF TEXAS }
\jCOUNTY OF th)ho
The foregoing Development Agreement was executed before me on the 74+' day of
february , 2022 by Chad Jackson, Member of Prose Prominence Alliance, LLC, a
Delaware limi{ed liability company, as managing member of US Alliance Prominence MM, LLC,
a Delaware limited liability company, as managing member of US Alliance Prominence Venture,
LLC, a Delaware limited liability company, on behalf of said limited liability company.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and yearbefore written
, ~’lescw -/-Notary Publick <h6cf€7Debra K Gomez
My Commn&ian Ex+yr89
ID No 126064382 Printed Name
My commission expiris
My commission is in
4l4l93
110K C.„„ty.
EXHIBIT “A“
PROSE PROMINENCE FINAL PLAT
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EXHIBIT “B”
SPECIAL WARRANTY DEED
EXHIBIT “B“
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOUMAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATIONFROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTYBEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIALSECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER.
SPECIAL WARRANTY DEED
STATE OF TEXAS §
COUNTY OF DENTON §KNOW ALL MEN BY THESE PRESENTS
That US ALLIANCE PROMINENCE VENTURE, LLC, a Delaware limited liability
company (herein called “Grantor“), for and in consideration of the sum of TEN AND NO/100DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the
City of Denton, a Texas Home Rule Municipal Corporation (herein called “Grantee”), 215 E.
McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged
and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT,
SELL and CONVEY, unto Grantee all of that certain approximate 6.745 acre tract or parcel of real
property, together with appurtenances thereon and improvements thereto, including all right, title
and interest in all adjacent public streets and public rights-of-way (if any), more particularlydescribed as:
Lot 2, Block A, of the Prose Prominence Addition, according to the final plat thereofrecorded as Document No. 2022-XX, Plat Records of Denton County, Texas (the
“Property“).
Grantor, subject to the limitation of such reservation made herein, reserves, for themselves,
their heirs, devisees, successors, and assigns all oil, gas, and other minerals in, on, and under and
that may be produced from the Property. Grantor, their heirs, devisees, successors, and assigns
shall not have the right to use or access the surface of the Property, in any way, manner, or form,
in connection with or related to the reserved oil, gas, and other minerals, and/or related to
exploration and/or production of the oil, gas and other minerals reserved herein, including withoutlimitation, use or access of the surface of the Property for the location of any well or drill sites,
well bores, whether vertical or any deviation from vertical, water wells, pit areas, seismic activities,
tanks or tank batteries, pipelines, roads, electricity or other utility infrastructure, and/or for
subjacent or lateral support for any surface facilities or well bores, or any other infrastructure or
improvement of any kind or type in connection with or related to the reserved oil, gas, and other
minerals, and/or related to the exploration or production of same.As used herein, the term “other minerals” shall include oil, gas, and all associated
hydrocarbons and shall exclude (i) all substances that any reasonable extraction, mining, or other
exploration and/or production method, operation, process, or procedure would consume, deplete,
or destroy the surface of the Property; and (ii) all substances which are at or near the surface of the
Property. The intent of the parties hereto is that the meaning of the term “other minerals“ asutilized herein, shall be in accordance with that set forth in Reed v. Wylie , 597 S. W.2d 743 (Tex.
1980)
As used herein, the term “surface of the Property“ shall include the area from the surface
of the earth to a depth of five hundred feet (500’) below the surface of the earth and all areas abovethe surface of the earth.
Grantor hereby assigns to Grantee, without recourse or representation, any and all claimsand causes of action that Grantor may have for or related to any defects in, or injury to, the
Property .
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging unto Grantee and Grantee’s successors and assignsforever; and Grantor does hereby bind Grantor and Grantor’s successors and assigns to
WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee’s
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof when the claim is by, though, or under Grantor but not otherwise.
EXECUTED the day of , 2022
US ALLIANCE PROMINENCE VENTURE, LLC,
a Delaware limited liability company
By:US Alliance Prominence MM, LLC,
a Delaware limited liability company,
its managing member
By :Prose Prominence Alliance, LLC,
a Delaware limited liability company,
its managing member
By:/1
Name
Title:
ACKNOWLEDGMENT
STATE OF TEXAS }
COUNTY OF tall44 }
The foregoing Development Agreement was executed before me on the 7 +1 day of
febru4rv , 2022 by Chad Jackson, Member of Prose Prominence Alliance, LLC, a
Delaware lidrited liability company, as managing member of US Alliance Prominence MM, LLC,
a Delaware limited liability company, as managing member of US Alliance Prominence Venture,
LLC, a Delaware limited liability company, on behalf of said limited liability company.
IN WITNESS WHEREOF, Ibefore written
Debra K Gomez
aJt04%b::non ExWnBIDNo 128064382
a B
Printed Name
My commission expires
Upon Filing Return To:
City of Denton
Capital Projects – Real Estate401 N. Elm St.
Denton, TX 76201
Property Tax Bills To:
City of Denton Finance Department
215 E. McKinney StreetDenton, Texas 76201