HomeMy WebLinkAbout24-2180Docusign Envelope ID: 82659AA4.'1 294-483A-8645-0BOD8ABC8E49
24-21 80ORDINANCE NO
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE EXECUTION
OF A DEVELOPMENT AGREEMENT WITH TCCI CHURCHILL, LLC AND PONDER
FARMS MUNICIPAL UTILITY DISTRICT OF DENTON COUNTY RELATING TO THE
CHURCHILL EAST DEVELOPMENT, ENCOMPASSING APPROXIMATELY 274.991
ACRES OF LAND LOCATED NORTH OF FM 2449 AND EAST AND SOUTH OF T N
SKILES ROAD, WITHIN DIVISION 1 OF THE EXTRATERRITORIAL JURISDICTION OF
THE CITY OF DENTON, TEXAS; AND OTHER RELATED MATTERS; AND PROVIDrNG
AN EFFECTIVE DATE.
WHEREAS, the TCCI Churchill, LLC (the “Developer”) proposes to develop an area of
approximately 274.991 acres (the “Property”) as part of a master planned development comprising
approximately 1,250 residential lots; and
WHEREAS the Property is located within Ponder Farms Municipal District of Denton
County (the “MUD”) and Division 1 of the extrateuitorial jurisdiction of the City of Denton; and
WHEREAS, the Developer and the MUD seek for the City to provide water and wastewater
services and permitting and planning authority for the Property; and
WHEREAS, the City, the Developer, and the MUD intend that the Property be developed
in accordance with an agreed concept plan, certain City regulations, and agreed-upon development
standards, and have negotiated a development agreement setting forth the terms and conditions for
the provision of services to the district and compliance with said plans, standards, and regulations
in the form attached hereto as Exhibit A (the “Development Agreement”); and
WHEREAS, the City Council finds that it is in the best interest of the City to enter into the
Development Agreement to manage development and provide certain utility services in its
extraterritorial jurisdiction to manage growth on its periphery and maximize the positive effects of
new development; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS :
SECTION 1. The above recitals and found to be true and adopted herein by reference.
SECTION 2. The City Manager or thier designee is hereby authorized to execute the
Development Agreement with TCCI Churchill, LLC and Ponder Farms Municipal Utility District,
which is attached hereto as Exhibit “ N' and incorporated herein for all purposes, concerning
development on the Property and other related matters.
SECTION 3. Minor adjustments to the attached Development 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 4. The City Manager, or their designee, is authorized to carry out all duties and
obligations to be performed by the City under the Development Agreement, unless otherwise
reserved in the Development Agreement for City Council approval.
Docusign Envelope ID: 82659AA4-1294483A.8645-0BOD8ABC8E49
SECTION 5. If any portion of this Ordinance is determined to be invalid, unlawful, or
unenforceable, such determination shall not affect the effectiveness of any other portion of this
Ordinance.
SECTION 6. This Ordinance shall take effect immediately on its passage and approval.
The motion to approve this ordinance was made by Brian Beck and seconded by Joe Holland,
the ordinance was passed and approved by the following vote [7 - 0]:
Aye
X
X
X
Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer, District 3 :X
X
X
X
Joe Holland, District 4:
Brandon McGee, At Large Place 5 :
Jill Jester, At Large Place 6:
PASSED AND APPROVED this the 19th day of November, 2024.
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: NCMnbBAck
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
g.qg ::':'""""”BY:
Page 2
DEVELOPMENr AGREEMENr
This Development Agreement (this " Agreement") is entered into by and between TCCI
CHURCHILL, LLC, a Texas limited liability company (the "Owner"), Ponder Farms Municipal
Utility District of Denton County, a political subdivision of the State of Texas (the “District“), and
the City of Denton, Texas (the "eity."), to be effective on the date upon which the last of all of the
Parties has approved and duly executed this Agreement ("Effective Date").
RECrrALS
WHEREAS, certain terms used herein are defined in Article I; and
WHEREAS, the Owner and the City (which are sometimw individually referred to as a
"Party" and collectively as the "Parties") desire to enter into this Agreement; and
WHEREAS, the Owner owns an approximately 274.991-acre tract of land described by
metes and bounds on Exhibit A and depicted on Exhibit B attached hereto and incorporated herein
(the "Property"); and
WHEREAS, the Property is located wholly within the extraterritorial jurisdiction (“ETJ”)
of the City; and
WHEREAS, the Property is located within the boundaries of Ponder Farms Municipal
Utility District of Denton County; and
WHEREAS, the Owner intends to develop the Property as part of a master planned
residential development, consisting of approximately 1,250 single-family connections (the
Development“); and
WHEREAS, the Parties intend that the Property will be developed in accordance with the
agreed concept plan (the "Concept Plan") attached hereto as Exhibit C, the Governing Regulations
as defined in Section 7. 1 of this Agreement, and the development standards set forth in Exhibit D
(the “Development Standards”); and
WHEREAS. the Owner intends to construct and/or make financial contributions to certain
on-site and off-site public improvements to serve the deveiopment of the Property; and
WHEREAS, the Owner is required to provide certain internal roadways for the
Development within the District, as depicted on Exhibit E attached hereto (collectively, the
“Onsite Roadway Improvements“ and, collectively with the Utility Improvements defined herein,
the “Public Infrastructure“); and
WHEREAS, the City has determined that full development of the Property as provided
herein will promote local economic development within the City and will stimulate business and
commercial activity within the City, which will drive infrastructure investment and job creation,
and have a multiplier effect that increases both the City's tax base and utility revenues; and
1
WHEREAS, the Parties have determined that the Development will increase the quality
of housing within the City; and
WHEREAS, the Owner shall submit plats of all or a portion of the Development in
accordance with the Governing Regulations and this Agreement; and
WHEREAS, the City and the Owner agree that the Development can best proceed
pursuant to a development agreement such as this Agreement; and
WHEREAS, as the Property is within the City’s ETJ, the Parties have the authority to
enter into this Agreement pursuant to Section 212, Subchapter G of the Texas Local Government
Code and other applicable law; and
NOW, THEREFORE, for and in consideration of the mutual covenants of the Parties set
forth in this Agreement and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged, the Parties agree as follows:
ARTICLE I
GENERAL TERMS AND DEFiNrrioNS
Recitals. The recitals to this Agreement are incorporated herein for all purposes.
1.2 Definitions. Unless the context requires otherwise, the following terms shall have
the meanings hereinafter set forth:
Building Codes is defined in Section 7.1 (e),
CCN means Certificate of Convenience and Necessity issued by the Texas Public Utility
Commission.
(=ity is defined in the introductory paragraph.
City AssiRnee is defined in Section 12.2.
City Council means the city oouncil of the City
City Regulations is defined in Section 7. 1(a).
Concept Plan means the concept plan as shown in Exhibit C.
County is defined in the Recitals.
Development is defined in the Recitals.
Development Standards means the development standards attached hereto as Exhibit D.
1.1
2
District is defined in the Recitals
Effective Date is defined in the introductory paragraph.
End-Buyer is defined in Section 13.1.
ETJ is defined in the Recitals
Governing Regulations is defined in Section 7. 1
ILA is defined in Section 6.2(a)
Offsite Water Improvements means the offsite water improvements detailed and illustrated
in Exhibit F required to connect the City’s water system to the Onsite Water Improvements,
Onsite Roadway Improvements is defined in the Recitals and reflected in Exhibit E.
Onsite Water Improvements is defined in the Recitals.
Oversized Improvements is defined in Section 3.5.
Owner is defined in the introductory paragraph.
Owner Assignee is defined in Section 12. 1 (a).
Parties means the Owner and the City.
Party means the Owner or the City
Property means the real property described by metes and bounds on Exhibit A and depicted
on Exhibit B
Public Infrastructure means the Onsite Roadway Improvements and the Utility
Improvements.
TCEQ is defined in the Recitals
TPDES Permit means Owner’s Texas Pollutant Discharge Elimination System Permit No.
WQo01 6070001
Utility Improvements mans the Water Improvements, Wastewater Improvements,
Drainage, and Stormwater Improvements.
Wastewater Improvements is defined in the Recitals.
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Water Improvements means the Offsite Water Improvements and the Onsite Water
Improvements,
Drainage and Stormwater Improvements means the Offsite Drainage and Stormwater
Improvements and the Onsite Drainage and Stormwater Improvements.
ARTICLE II
DISTRICT BONDS
2. 1 Limitation of Powers. Except as provided in this Agreement, nothing herein is
intended to limit, impair, or conflict with the authority of or powers granted to the District by the
Texas Constitution, Texas Water Code, Texas Local Government Code, or any other current or
future statute applicable to such districts.
2.2 District Bonds. The District shall adhere to the following requirements relating to
the issuance of bonds:
(a) The District may issue bonds for wastewater system infrastructure, water system
infrastructure, service fees, road system infrastructure, drainage and storm water Gontrol
infrastructure, oration costs, operating costs, costs associated with bond issuance, capitalized
interest and costs for infrastructure as permitted pursuant to Chapters 49 and 54 of the Texas Water
Code
(b) The District may reimburse Owner for the costs associated with the construction of
such infrastructure necessary to serve the District and any other infrastructure costs, creation costs
and developer advances for the District’s operating expensa that may be reimbursed in accordance
with TCEQ rules and regulations.
(c) The District shall not issue bonds for infrastructure other than infrastructure that
shall be ultimately owned by the District or the City
(d) The District may issue bonds for the purpose of purchasing committed capacity in,
or paying for contract rights related to, water supply or wastewater treatment or oollection facilities
and services, subject to TCEQ rules and regulations.
(e) The District may finance the oversizing of water, sewer or drainage facilities to
serve areas within the Property that are outside the District, provided that the requirements of 30
Texas Administrative Code Section 293.ZU(a)(8) are satisfied.
(f) The District will not issue bonds if the total tax rate (as calculated by the TCEQ
rules) would exceed $1.20 per $100 ofassused valuation.
ARTICLE III
WATER AND WASTEWATER SERVICE AND IMPROVEMENTS
3,1 Water Service. The City currently holds water CCN No. 10195 to provide retail
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water service to the Property, and the Parties intend for the City to be the exclusive retail provider
of water service to the Property and to customers located within the Property. Such retail water
service shall be provided at the rates and pursuant to the terms provided in the Utility Service
Agreement between the City, the Owner, and the District in a form agreed-upon by the City, the
Owner, and the District. The City’s obligations to provide water service to the Development or the
District under any agreement shall be subject to the condition precedent that the Owner and the
District have not defaulted under this Agreement.
3.2 Wastewater Service. The City currently holds CCN No. 20072 to provide retail
wastewater service to the Property, and the Parties intend for the City to be the exclusive retail
provider of wastewater service to the Property and to customers located in the Property. Such retail
water service shall be provided a the rates and pursuant to the terms provided in the Utility Service
Agreement between the City, the Owner, and the District in a form agreed-upon by the City, the
Owner, and the District. The City’s obligations to provide water service to the Development or the
District under any agreement shall be subject to the conditions precedent that the Owner and the
District have not defaulted under this Agreement.
3'3
(a)
Inspections, Acceptance of Utility Improvements.
No Release. The City shall not release the Owner from its responsibility to
construct, or ensure the construction of, adequate Utility Improvements in
accordance with approved engineering plans, construction plans, and other
approved plans related to development of the Property.
(b)Approval of Plats/Plans. Approval of plats, permits, plans, designs or
specifications by the City shall be in accordance with the Governing Regulations,
City’s current published Design Criteria, and the Utility Service Agreement
between the City, the Owner, and the District. Approval by the City, the City’s
engineer or other City employee or representative of any plats, permits, plans,
designs or specifications submitted pursuant to this Agreement, the City’s current
published Design Criteria, or the Utility Service Agreement shall not constitute or
be deemed to be a release of the responsibility and liability of Owner, its engineer,
employees, officers or agents for the accuracy and competency of their design and
specifications. Further, any such approvals shall not be deemed to be an assumption
of such responsibility and liability by the City for any defect in the design and
specifications prepared by Owner or Owner’s engineer, or engineer’s officers,
agents or employees, it being the intent of the Parties that approval by the City’s
engineer signifies the City’s approval on only the general design concept of the
improvements to be constructed. All plats and plans of Owner related to the
Property shall meet the requirements of the applicable City’s current published
Design Criteria.
3.4 Impact Fees and other Development Fees. Owner and the District acknowledge
and agree that the Property will be subject to the assessment of water impact fees, as well as other
dedication, construction, and fee requirements pursuant to a Utility Service Agreement entered
between Owner, the District, and the City.
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ARTICLE W
ROADWAYS
4. 1 Traffic Impact Analysis. Owner will submit to the City a full traffic impact analysis
(the “TIA”) prior to the submittal of a preliminary plat application or the initial construction
engineering plan application. The TIA shall include construction triggers for the life of the
Development.
4.2 Daign and Construction of Onsite Roadway Improvements. All Onsite Roadway
Improvements, as shown in Exhibit “E” attached hereto, shall be designed and constructed by
Owner, at Owner’s sole cost, in compliance with the Governing Regulations. The City agrees that
phasing of any Onsite Roadway Improvements may follow phasing of the Development.
4.3 Dedication of Right-of-Way. Owner agrees to comply with any applicable City or
County Mobility Plan for the dedication of rights-of-way within the District, including, but not
limited to, the Onsite Roadway Improvements shown on Exhibit E attached hereto.
ARTICLE V
STORMWATER; DRAniAGE; FLOODPLAIN
Prior to submission of construction engineering plans for the Development that impact
FEMA-designated floodplain, Owner shall submit to the City’s engineer a downstream assessment
and conditional letter of map revision (“CLOMR’), if needed, for review and approval by the City
prior to submission. Solely for purpose of this Agreement and to avoid and reduce uncertainties
related to the enforcement of Governing Regulations (as hereinafter defined), floodplain
reclamation within the City’s Division One ETJ shall not trigger an Alternate ESA Plan approval.
ARTICLE VI
MUNICIPAL SOLED WASTEnRECYCLHVG SERVICE
6. 1 Municipal Solid Waste/Recycling Service. The Parties agree that the Property shall
be served with municipal solid waste/recycling service in the most cost-effective manner.
Notwithstanding the foregoing, before Owner and/or the District enters into a contract with a
municipal solid waste/recycling service provider, Owner and/or the District must provide the City
with any and all bona fide offers that Owner and/or the District receiva from any municipal solid
waste/recycling service providers that can legally provide such service to the Property. The City
shall then have thirty (30) business days to provide to Owner and/or the District an ofFer from the
City to provide municipal solid waste/recycling service to the Property. The Parties agree that if
the City’s offer is substantially similar to the most cost-effective offer received by Owner and/or
the District from another municipal solid waste/recycling service provider that can legally provide
such service to the Property, Owner and/or the District must obtain municipal solid waste/recycling
service to the Property from the City. The term “substantially similar,” as used in this Section 7.1,
means that the terms of the offers provide approximately the same level of service at approximately
the same start-up costs to Owner and/or the District. Rata for municipal solid waste/recycling
service applicable to customers located within the Property will be pursuant to the then applicable
rate schedule, as approved by the City Council and published in the City’s Utility Rate Ordinance.
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ARTICLE VII
DEVELOPMENT REGULATIONS
7. 1 Governing Regulations. Development of the Property shall be governed solely by
the following regulations (collectively, the “Governing Regulations”):
(a)the applicable City regulations, as may lawfully be amended at any time,
that are uniformly enforced within the City’s Division 1 ETJ, including, but
not limited to, the following (collectively, the “City Regulations“)
(1)
(ii)
The City’s regulations that apply to the City’s Division I ETJ;
Subchapter 2 ( Administration and Procedures) of the Denton
Development Code;
(111)Development and subdivision regulations contained in Section 3.4,
Subchapter 7, and Subchapter 8 of the Denton Development Code,
as amended, together with applicable Design Criteria Manuals,
Denton Mobility Plan, and other approved Master Plans of the City,
as amended, and the most rwent North Central Texas Council of
Governments Standard Specifications for Public Works
ConstruGtion, as amended or replaced;
(iv)All plumbing infrastructure for structures contained on the Property
shall comply with the City’s plumbing code in effect when the
structure is constructed, including, without limitation, permit
requlrernents;
(V)Environmental regulations, as contained in Section 7.4
(Environmentally Sensitive Areas) of the Denton Development
Code, as applicable in the Division I ETJ as of the Effective Date of
this Agreement;
(vi)Applicable water and wastewater connection, construction and on-
site operation requirements, contained within Chapter 26 of the
Denton Code of Ordinances, as amended, and Subchapters 7 and 8
of the Denton Development Code, as amended, the Denton Water
and Wastewater Criteria Manual, as amended and as supplemented
by the Texas Water Code, as amended, the Texas Natural Resources
Code, as amended, the Texas Utilities Code, as amended, and
applicable administrative standards of the TCEQ, as amended;
(vii) Applicable Flood Protection, Drainage and related standards, as
contained within Chapter 30 of the Denton Development Code, as
amended, Subchapters 7 and 8 of the Denton Development Code, as
amended, the Denton Stormwater Criteria Manual, as amended and
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as supplemented by requirements of the Texas Water Code, as
amended, the Texas Natural Resources Code, as amended, the Texas
Utilities Code, as amended, and applicable administrative standards
of the TCEQ, as amended, and applicable administrative standards
of the Federal Emergency Management Administration, as
amended;
(Vlll)Gas well platting, drilling and production standards, as contained
within Subchapters 2 and 6 of the Denton Development Code, as
amended and as supplemented by requirements of the Texas
Utilities Code, as amended, the Texas Natural Resources Code, as
amended, the Texas Water Code, as amended, and applicable
administrative standards of the Texas Railroad Commission and
TCEQ, as amended, and single family lots and amenity/park space
shall be setback a minimum of 300 feet from gas wells, measured in
a straight line from the well head to the nearest single family
property line.
(b)
(C)
technical codes including all international codes adopted by the City in
effect on the Effective Date, and as lawfully may be amended at any time;
the Concept Plan attached hereto as Exhibit C and as amended from time
to time in accordance with this Agreement (the “Concept Plan”), which
Concept Plan is considered to be a development plan as provided for in
Section 212. 172 of the Texas Local Government Code;
(d)the development standards set forth on Exhibit D attached hereto (the
“Development Standards“);
(e)the building codes of the City, as amended, provided such building codes
are adopted by ordinance and uniformly applied throughout the City (the
“Building Codes“).
7.2 Conflicts
(a)In the event of any conflict between this Agreement and any ordinance, rule,
regulation, standard, policy, order, guideline or other City-adopted or City-
enforced requirement, whether existing on the Effective Here or hereafter
adopted, this Agreement shall control.
(b)In the event of any conflict between the Development Standards and any
other part of the Governing Regulations, the Development Standards shall
control
7.3 Manufactured Home. One (1) manufactured home shall be permitted on the
Property at any time as necessary to satisfy on-site voter requirements of the TCEQ with respect
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to any District election held for any purpose.
ARTICLE VIn
DEVELOPMEVr PROCESS AND CHARGES
8. 1 Fees. Except as specifically described below, Owner shall be subject to those water
and wastewater fees and charges and other related fees due and payable to the City in connection
with the development of the Property that are charged uniformly to other Division I ETJ
developments or required as a result of other provisions of this agreement or other agreements
between the Owner, the District, and/or the City. All Capital Recovery Fees applicable to
individual lots will be due and payable by Owner pursuant to the Governing Regulations. Owner
shall pay any fees or penalties that accrue due to violation of the Governing Regulations as
provided therein
8.2 Building Permits. Owner, or any subsequent owner of any portion of the Property,
as appropriate, shall request and obtain a building permit from the City for every structure that is
constructed on the Property. The City shall allow Owner to request and obtain building permits
for no more than four model homes prior to the filing of a final plat. All fees charged to Owner,
or any subsequent owner of any portion of the Property, for building permits shall be the fees that
the City charges for building permits inside the corporate boundaries of the City pursuant to its
lawfully adopted fee schedule.
ARTICLE IX
PARKS/TRAILS
The Owner agrees to develop a minimum 10-foot wide trail on both sides of TN Skiles
Road, both sides of the roadway to the future connection point of Amyx Road, and on the north
side of FM 2449 in the portion of the development to assist in oonnecting the District’s trail
network to the City’s citywide trail network. The Owner agrees to abide by the City of Denton’s
Development Regulations as stated in Article VII.
ARTICLE X
TERM
The term of this Agreement shall be for a period of thirty (30) years after the Effective
Date, except that Exhibit D, plus all provisions of this Agreement related to Exhibit D shall have
a term of forty-five (45) years. The Parties may extend the term of this Agreement if they execute
an agreement rn wrrtlng
ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
11. 1 Events of Default. No Party shall be in default under this Agreement until notice
of the alleged failure of such Party to perform has been given in writing (which notice shall set
forth in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be determined based on the
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nature of the alleged failure, but in no event more than 30 days after written notice of the alleged
failure has been given). Notwithstanding the foregoing, no Party shall be in default under this
Agreement if, within the applicable cure period, the Party to whom the notice was given begins
performance and thereafter diligently and continuously pursues performance until the alleged
failure has been cured and within such 30-day period gives written notice to the non-defaulting
Party of the details of why the cure will take longer than 30 days with a statement of how many
days are needed to cure
11.2 Remedies. If a Party is in default, the aggrieved Party may, at its option and without
prejudice to any other right or remedy under this Agreement, seek any relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, or
actions for specific performance, mandamus, or injunGtive relief NOTWITHSTANDING THE
FOREGOING, HOWEVER NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE
THE AGGRnvED PARTY TO TERMINATE Tins AGREEMENT OR LIMIT THE TERM OF
THIS AGREEMENT.
ARTICLE XII
ASSIGNMENT AND ENCUMBRANCE
12, 1
(a)
Assignment by Owner to Successor Owners.
Owner has the right (from time to time without the consent of the City, but upon
prior written notice to the City) to assign this Agreement, in whole or in part, and
including any obligation, right, title, or interest of Owner under this Agreement, to
any person or entity (an "Owner Assignee") that (i) is or will become an owner of
any portion of the Property or (ii) is controlled by or under common control by the
Owner, provided that the Owner is not in breach of this Agreement at the time of
such assignment. An Owner Assignee is considered the "Owner" and a "Party,"
and under this Agreement for purpos® of the obligations, rights, title, and interest
assigned to the Owner Assignee. Notice of each proposed assignment to an Owner
Assignee shall be provided to the City at least fifteen (15) days prior to the effective
date of the assignment, which notice shall include a copy of the proposed
assignment document together with the name, address, telephone number, and e-
mail address (if available) of a contact person representing the Owner Assignee.
(b)Each assignment shall be in writing executed by Owner and the Owner Assignee
and shall obligate the Owner Assignee to be bound by this Agreement to the extent
this Agreement applia or relates to the obligations, rights, title, or interests being
assigned. A copy of each fully executed assignment to an Owner Assignee shall be
provided to all Parties within fifteen (15) days after execution. From and after such
assignment, the City agrea to look solely to the Owner Assignee for the
performance of all obligations assigned to the Owner Assign w and agrew that
Owner shall be released from subsequently performing the assigned obligations and
from any liability that r®ults from the Owner Assignee’s failure to perform the
assigned obligations; provided, however, if a copy of the assignment is not received
10
by the City within 15 days after execution, Owner shall not be released until the
City receives such copy of the assignment,
(C)No assignment by Owner shall release Owner from any liability that resulted from
an act or omission by Owner that occurred prior to the effective date of the
assignment unless the City approves the release in writing
(d)Owner shall maintain written records of all assignments made by Owner to Owner
Assignees, including a copy of each executed assignment and the Owner
Assignee’s Notice information as required by this Agreement, and, upon written
request from another Party, shall provide a copy of such records to the requesting
person or entIty.
12.2 AssiRnment by the City. The City has the right (from time to time without the
consent of Owner, but upon prior written Notice to Owner) to assign this Agreement, in whole or
in part, and including any obligation, right, title, or interest of the City under this Agreement, to
any agency, authority, or political subdivision of the state (a "City Assignee"). Notice of each
proposed assignment to a City Assignee shall be provided to Owner at least 15 days prior to the
effective date of the assignment, which Notice shall include a copy of the proposed assignment
document together with the name, address, telephone number, and e-mail address of a contact
person representing the City Assignee who Owner may contact for additional information. Each
assignment shall be in writing executed by the City and the City Assignee and shall obligate the
City Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the
obligations, rights, title, or interests being assigned. A copy of each fully executed assignment to
a City Assignee shall be provided to all Parties within 15 days after execution. From and after
such assignment, Owner agrees to look solely to the City Assignee for the performance of all
obligations assigned to the City Assignee and agrea that the City shall be released from
subsequently performing the assigned obligations and from any liability that results from the City
Assignee’s failure to perform the assigned obligations; provided, however, if a copy of the
assignment is not received by Owner within 15 days after execution, the City shall not be released
until Owner receives such copy of the assignment. No assignment by the City shall release the
City from any liability that resulted from an act or omission by the City that occurred prior to the
effective date of the assignment unless Owner approva the release in writing. The City shall
maintain written records of all assignments made by the City to City Assignees, including a copy
of each executed assignment and the City Assignee’s Notice information as required by this
Agreement, and, upon written request from another Party, shall provide a copy of such records to
the requesting person or entity.
12.3 Encumbrance by Owner and Assignees. Owner and Owner Assignees have the
right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or
otherwise encumber any of their respective rights, title, or interest under this Agreement for the
benefit of their respective lenders without the consent of, but with prompt written Notice to, the
City. The collateral assignment, pledge, grant of lien or security interat, or other encumbrance
shall not, however, obligate any lender to perform any obligations or incur any liability under this
Agreement unless the lender agreu in writing to perform such obligations or incur such liability.
Provided the City has been given a copy of the documents creating the lender’s interat, including
11
Notice (hereinafter defined) information for the lender, then that lender shall have the right, but
not the obligation, to cure any default under this Agreement and shall be given a reasonable time
to do so in addition to the cure periods otherwise provided to the defaulting Party by this
Agreement; and the City agrees to accept a cure offered by the lender as if offered by the defaulting
Party. A lender is not a Party to this Agreement unless this Agreement is amended, with the
consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this
Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or
assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial
or non-judicial. Any purchaser from or successor owner through a lender of any portion of the
Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of
this Agreement with respect to the acquired portion of the Property until all defaults under this
Agreement with respect to the acquired portion of the Property have been cured.
12.4 Transfer of Warranties. Any Public Infrastructure that are transferred to the City
shall be accompanied by all applicable third-party bonds and warranties related to construction
and maintenance of such Public Infrastructure.
12.5 Assignees as Parties. An assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance with this Agreement shall be
considered a "Party" for the purposes of this Agrwment. With the exception of the End-Buyer of
a lot within the Property, any person or entity upon becoming an owner of land or upon obtaining
an ownership interest in any part of the Property shall be deemed to be a "Owner" and have all of
the obligations of the Owner as set forth in this Agreement and all related documents to the extent
of said ownership or ownership interest.
12.6 No Third-Party Beneficiaries. This Agreement only inures to the benefit of, and
may only be enforced by, the Parties. No other person or entity shall have any right, title, or
interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this
Agreement.
ARTICLE xm
RECORDATION
13.1 Binding Obligations. This Agreement and all amendments hereto (including
amendments to the Concept Plan as allowed in this Agreement) and assignments hereof shall be
recorded in the deed records of the County. This Agreement binds and constitutes a covenant
running with the Property. Upon the Effective Date, this Agreement shall be binding upon the
Parties and their successors and assigns permitted by this Agreement and forms a part of any other
requirements for development within the Property. This Agreement, when recorded, shall be
binding upon the Parties and their successors and assigns as permitted by this Agreement and upon
the Property; however, this Agreement shall not be binding upon, and shall not constitute any
encumbrance to title as to, any end-buyer/homebuyer of a fully developed and improved lot (an
“End-Buyer") and shall not negate the End-Buyer’s obligation to comply with the City's
Regulations, including but not limited to zoning ordinances, as they currently exist or may be
amended
12
ARTICLE XIV
ADDrriONAL PROVISIONS
14. 1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council of the City; and (d) reflect the final
intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes
necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by
the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect.
The Parties have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered
into this Agreement.
14.2 Notices. Any notice, payment or instrument required or permitted by this
Agreement to be given or delivered to any party shall be deemed to have been received when
personally delivered or transmitted by telecopy or facsimile transmission (which shall be
immediately confirmed by telephone and shall be followed by mailing an original of the same
within 24 hours after such transmission) or 72 hours following deposit of the same in any United
Stata Post Office, registered or certified mail, postage prepaid, addressed as follows:
To the City:Atm: City Manager
City of Denton
215 E McKinney St
Denton, TX 76201
With a copy to:AHn: City Attorney
City of Denton, Texas
215 E. McKinney St,
Denton, TX 76201
To the Owner:Ann: Tommy Cansler
TCCI CHURCHILL, LLC
14675 Dallas Parkway, Suite 575
Dallas, Texas 75248
With a copy to:AHn: Mindy L. Koehne
Coats Rose, P.C.
16000 N. Dallas Parkway, Suite B 50
Dallas. Texas 75248
TEL: (972) 788- 1600
Any party may change its address or addressa for delivery of notice by delivering written notice
of such change of address to the other party.
14.3 Interpretation. The Parties acknowledge that ach has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
13
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement, the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless
of which Party originally drafted the provision.
14.4 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
14.5 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements (including, but not limited to, notices required by the Texas
Open Meetings Act) and that the individual executing this Agreement on behalf of the City has
been duly authorized to do so. The Owner represents and warrants that this Agreement has been
approved by appropriate action of the Owner, and that the individual executing this Agreement on
behalf of the Owner has been duly authorized to do so. Each Party respectively acknowledges and
agrees that this Agreement is binding upon such Party and is enforceable against such Party, in
accordance with its terms and conditions and to the extent provided by law.
14.6 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of
this Agreement. This Agreement shall not be modified or amended except in writing signed by
the Parties
14.7 Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision
shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible
and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the
intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect
and shall be interpreted to give effect to the intent of the Parties.
14.8 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in Denton County. Exclusive venue for any action to enforce or
construe this Agreement shall be in the Denton County District Court.
14.9 Non-Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
14. 10 Counterparts. This Agreement may be executed in any number of counterparts,
mch of which shall be deemed an original and constitute one and the same instrument.
14
14. 11 Further Documents. The Parties agree that at any time after execution of this
Agreement, they will, upon request of another Party, execute and deliver such further documents
and do such further ads and things as the other Party may reasonably request in order to effectuate
the terms of this Agreement. This provision shall not be construed as limiting or otherwise
hindering the legislative discretion of the City Council seated at the time that this Agreement is
executed or any future City Council.
14.12 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Legal Description of the Property
Depiction of the Property
Concept Plan
Development Standards
Roadway Improvements
Offsite Water Improvements
14. 13 Governmental Powers; Waivers of Immunity. By its execution of this Agreement,
the City does not waive or surrender any of its respective governmental powers, immunities, or
rights except as provided in this section. The Parti% acknowledge that the City wai\res its
sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement.
This is an agreement for the provision of goods or services to the City under Section 271.151 et
seq. of the Texas Local Government Code.
14. 14 Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within three business days after the occurrence of a force majeure,
the Party claiming the right to temporarily suspend its performance, shall give notice to all the
Parties, including a detailed explanation of the force majeure and a description of the action that
will be taken to remedy the force majeure and resume full performance at the earliest possible
time. The term "force majeure" shall include events or circumstances that are not within the
reasonable control of Party whose performance is suspended and that could not have been avoided
by such Party with the good faith exercise of good faith, due diligence and reasonable care.
14. 15 Amendments. This Agreement cannot be modified, amended, or otherwise varied,
except in writing signed by the City and Owner expressly amending the terms of this Agreement.
14. 16 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is hereby acknowledged.
14, 17 Certifications. Owner makes the following certifications:
15
(a)Pursuant to Texas Government Code Chapter 2271, as amended, the Owner verifies
that at the time of execution and delivery of this Agreement and for the term of this
Agreement, neither the Owner, its parent companies, nor its common-control
affiliates currently boycott or will boycott Israel. The term “boycott Israel“ as used
in this paragraph has the meaning assigned to the term “boycott Israel“ in Section
808.001 of the Texas Government Code, as amended.
(b)Pursuant to Texas Government Code, Chapter 2252, as amended, the Owner
represents and verifies that at the time of execution and delivery of this Agreement
and for the term of this Agreement, neither the Owner, its parent companies, nor its
common-control affiliates (i) engage in business with Iran, Sudan, or any foreign
terrorist organization as described in Chapters 806 or 807 of the Texas Government
Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or (ii) is a
company listed by the Texas Comptroller of Public Accounts under Sections
806.051, 807.051, or 2252. 153 of the Texas Government Code.
(C)Pursuant to Chapter 2276 of the Texas Government Code (as added by Senate Bill
13, 87th Texas Legislature, Regular Session and redesignated by House Bill 4595,
8881 Texas Legislature, Regular Session), Owner certifies that it is not a Company
that boycotts energy oompanies and agrees it will not boycott energy companies
during the term of this Agreement. The terms “boycotts energy companies“ and
“boycott energy companies“ have the meaning assigned to the term “boycott energy
company” in Section 809.001, Texas Government Code. For purposes of this
paragraph, “Company“ means a for-profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership, limited
liability partnership, or limited liability company, including a wholly owned
subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities
or business associations, that exists to make a profit, but does not include a sole
proprietorship.
(d)Pursuant to Chapter 2274 of the Texas Government Code (as added by Senate Bill
19, 8711: Texas Legislature, Regular Session, “SB 19“), Owner certifies that it is not
a Company that has a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and agrees it will not
discriminate against a firearm entity or firearm trade association during the term of
this Agreement. The terms “discriminates against a firearm entity or firearm trade
association” and “discriminate against a firearm entity or firearm trade association”
have the meaning assigned to the term “discriminate against a firearm entity or
firearm trade association“ in Section 2274.001(3), Texas Government Code (as
added by SB 19). For purposes of this paragraph, “Company“ means a for-profit
organization, association, corporation, partnership, joint venture, limited
partnership, limited liability partnership, or limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate
of those entities or business associations, that exists to make a profit, but does not
mean a sole proprietorship.
16
Owner further certifies that, notwithstanding anything contained in this Agreement,
the representations and covenants contained in this Section 13.17 shall survive termination
of the Agreement until the statute of limitations has run. The liability for breach of the
representations and covenants contained in this Section 13.17 during the term of the
Agreement shall survive until barred by the statute of limitations, and shall not be
liquidated or otherwise limited by any provision of the Agreement, notwithstanding
anything in the Agreement to the contrary.
14.18 Form 1295 Certificate of Interested Parties. If required in accordance with
applicable law, prior to the execution of this Agreement, Owner agrees to file with the City,
pursuant to Texas Government Code Section 2252.908, a signed and completed Texas Ethics
Commission (“TEC”) Form 1295 and a certification of filing with the TEC.
(SiGNATURE PAGES FOLLOW)
17
EXECUTED by the City and Owner on the respective dates stated below.
CITY OF DEMON
Sara He
Date: Ja
ATTEST:
APPROVED AS TO FORM
Attorney
By
Mack Reinwand, City Attorney
STATE OF TEXAS §
§
COUNTY OF DENTON §
Thi, in,tf„m,nt w„ „k„,wl,dg,d b,f„, m, ,„ th, if d,y ,f Nw£fTIbcr , 2024
by Sara Hensley, the City Manager of the City of ReVon, Texas, on behalf of said City
aWI )lie,CLARICE MARIE HOUSDEN
My NclaW ID # 132065325
Exl#es June 25, 2027
Name printed or typed
Commission Expires:,llxncZ6zIa)ZI
18
Docusign Envelope ID: 82659AA4-1294483A-8645<)BOD8ABC8E49
TIES AGREEMENr HAS BEEN
BOTH REVIEWED AND APPROVED
Director of Development Services
TTILE
Development Services .
DEPARTMENT
lcial and operational obligations and business terms
Scott McDonald
D NAME
19
DISTRICT:
PONDER FARMS MUNICIPAL trrILrrY
DISTRICT OF DENTON COUNTY
By, // L z/C/
Ryan Hugh6Name
:El ~TilliBjP&+v"~-"”
STATE OF TEXAS §
§
gCOUNTY OF Ms
This instrumem was acknowledged before me, on the dday of A/+ /an#gZ2024 by
Ryan Hughes, President of the Board of Directors of Ponder Farms Municipal Utility District of
Denton County, on behalf of saidDistrict.
DANIEL MEZA
Notary Public, State of Texas
Comm. Expires 02-08-2025
Notary ID 132916585
I
Printed Nam
My Commi
OWNER:
TCCI CHURCHILL, LLC,
a Texas limited liability company
By:TCCI Development Group, Inc.,
a Texas corporation
its Manager
By, 417 /,
Name: Tommy Cansler
Title
Date
TIm STATE OF TEXAS §
§
9COUNW OF r&Im
This instrument was acknowledged before me on the V day of NoV#13@
by Tommy Cansler in his capacity as President of TCCI Development Group, Inc., a Texas
corporation, in its capacity as Manager of TCC:I
for the purposes stated hereinabove.
Churchill Texas limited liability company,
DANIEL MEZA
Notary Public, State of Texas
Comm. Expires 02-08'2025
Notary ID 132916585
Notary Public in and
EXHIBrr “A”
DESCRirrioN OF THE PROPERTY
BEING a tract of land situated in the Carmel Manchaca Survey, Abstract No. 789 and the B.B.B
& C. RR. Co. Survey, Abstract No. 188, Denton County, Texas, and being a portion of a called
541.03 acre tract of land described in a deed to TCCI Churchill, LLC, as recorded in Document
No. 2022-2836 of the Official Records of Denton County, Texas, and being more particularly
described as follows:
BEGINNING at a 1/2 inch iron rod with plastic cap stamped “Topographic” found for the northern
northwest corner of said 541.03 acre tract, being on the southerly right of way line of T.N. Skiles
Road, a variable width right of way;
THENCE North 89c)43'03" East, along the northerly line of said 541.03 acre tract and the southerly
right of way line of said T.N. Skiles Road, a distance of 1,793.29 feet to the northerly northeast
corner of said 541.03 acre tract, common to the northwat corner of a right of way dedicated in the
Final Plat of Lots 1 and 2, Block A, Linam Addition, as recorded in Document No. 2013-279 of
the Plat Records of Denton County, Texas, from which, a 3/8 inch iron rod found for witness bears
South 36'’06’ East, 0.26 feet;
THENCE South 00c)01'27" East, continuing along the southerly right of way line of said T.N.
Skiles Road, along the easterly line of said 541.03 acre tract and the westerly line of said right of
way dedication, passing en route the southwest corner of said right of way dedication, common to
the northwest corner of Lot 1, Block A of said Linam Addition, and continuing along the same
course, departing the southerly right of way line of said T.N. Skiles Road and along the westerly
line of said Lot 1 and the westerly line of Lot 2, Block A of said Linam Addition, for a total
distance of 2,428.17 feet to a 3/8 inch iron rod found for the southwest corner of said Lot 2,
common to an eII corner of said 541.03 acre tract;
THENCE North 89c’12'52" EasE along the northerly line of said 541.03 acre tract and the southerly
line of said Lot 2, a distance of 429.45 feet to the southerly northeast corner of said 541.03 acre
tract, common to the southeast corner of said Lot 2, being on the westerly line of a called 514.23
acre tract of land described as Tract I in a deed to AGF Denton Ranch, Ltd., as recorded in
Instrument No. 1993-37919 of the Official Records of Denton County, Texas;
THENCE South 00'02'39” East, along the easterly line of said 541.03 acre tract and the westerly
line of said 514.23 acre tracl a distance of 533.12 feet to a point for corner;
THENCE North 90'’00'00" West, departing the easterly line of said 541.03 acre tract and the
westerly line of said 514.23 acre tract, and crossing said 514.03 acre tract, a distance of 133.17
feet to a point for corner;
THENCE South 00'>08'19" East, continuing across said 514.03 acre tract, a distance of 712.55
feet to a point for corner;
THENCE North 90'00’00" East, continuing across said 514.03 acre tract, a distance of 132.54
I
22
feet to a point for corner on the easterly line of said 514.03 acre tract and the westerly line of a
called 113.63 acre tract of land described as Tract 1 in a deed to 7298 Amyx Rd, LLC, as recorded
in Instrument No. 2022-139282 of the Official Records of Denton County, Texas;
THENCE South 00c)08'41" East, continuing along the easterly line of said 541.03 acre tract and
along the westerly line of said 113.63 acre tract, a distance of 1,422.08 feet to a 5/8 inch iron rod
with plastic cap stamped “KH;V’ set for the southwest corner of said 113.63 acre tract, common
to the northwest corner of Lot 1, Block A ofRventure Ranch Addition, according to the plat thereof
recorded in Document No. 2020-78 of the Plat Records of Denton County, Texas;
THENCE South 00'00'27" West, continuing along the easterly line of said 541.03 acre tract and
along the westerly line of said Lot 1, Block A, a distance of 870.43 feet to a 5/8 inch iron rod with
plastic cap stamped “KHA” set for the northerly southeast corner of said 541.03 acre tract,
common to the northeast corner of a called 24.000 acre tract of land described as Tract I in a deed
to Jason Trosper and Melinda Trosper, as recorded in Instrument No. 2020-25468 of the Official
Records of Denton County, Texas, from which, a 5/8 inch iron rod with plastic cap b%rs North
11 '’40’ East, 1.33 feet;
THENCE North 89c’57'45" West, departing the easterly line of said Lot 1, Block A, along the
southerly line of said 541.03 acre tract and the northerly line of said 24.000 acre tract, a distance
of 848.93 feet to a 1/2 inch iron rod found for corner;
THENCE South 89c’54'44" West, continuing along the southerly line of said 541.03 acre tract and
the northerly line of said 24.000 acre tract, and along the northerly line of a called 12.000 acre tract
of land dacribed in a deed to Brad Wayne Roberts, as reoorded in Instrument No. 2020-25476 of
the Official Records of Denton County, Texas, and the northerly line of a called 66.547 acre tract
of land described in a deed to 2'£H9 Land Holdings, LLC, as recorded in Instrument No. 2020-
26321 of the Official Records of Denton County, Texas, a distance of 1,330.91 feet to a 1/2 inch
iron rod found for the northwest corner of said 66. 547 acre tract, common to an ell corner of said
541.03 acre tract;
THENCE North O(}'29’52" West, crossing said 541.03 acre tract, a distance of 3,247.63 feet to a
3/8 inch iron rod found for an eII corner of said 541.03 acre tract on the easterly right of way line
of said T.N. Skiles Road;
THENCE North 00'’26'12" Wat, along the waterly line of said 541.03 acre tract and the easterly
right of way line of T. N. Skiles Road, a distance of 2,705.66 feet to the POIIVF OF BEGINNING
and containing 274.991 acres (11,978,616 square feet) of land, more or less.
23
EXHIBIT B
DEPICTION OF THE PROPERTY
f
:+::bTlit{7;.
''igUll@'[rgB$iHlq:g:g:;
24
EXHIBrr C
-+'
b
nia
• ee Hlw
EVade.CH-'#PIn
hurchill
otuH8Halelft& THIn#=
&a
Kimlq§
EXIHBrr D
DEVELOPMENT STANDARDS
0 Any parcels adjacent to a primary arterial frontage developed with multi-family or
nonresidential uses must comply with the Denton Development code regulations
applicable to parcels zoned Highway Commercial (HC) including:
• Section 7.7 Landscaping, Screening Buffering, and Fences
• Section 7.8 Access and Circulation
0 Any multi-family uses shall comply with the following regulations:
• I parking space / bedroom not to be enclosed
• 30% open space
• 35’ minimum setback from any primary arterial
• Street lighting will be provided at a maximum interval of 300’ along the fire
lane(s) and will be provided within any public parking lot.
• Dumpsters will be screened on 3 sides.
• Fagade requirements do not apply to this development.
0 Any single-family uses shall comply with the following regulations:
All lots must be at least 40 feet wide, unless rear entry access is provided.
No more than 80% of the single-family residential homes to be built on the
Property may be built on lots that are 49 feet wide or less. Of the 80%, no more
than 40% of the total single-family residential homa may be built on lots that
are 44 feet wide or less
The remaining 20% of the single-family residential homes to be built on the
Property may be built on lots that are 50 feet or wider.
The City of Denton zoning requirements, including but not limited to fagade
requirements, do not apply for this development unless specifically provided
otherwise in this Agreement.
•
•
•
•
SingjeFamil
r Min. Front
YardYard
10 20
Uses
Min. Structure
Size
1200
Min. Side
Yard
5
Max Lot
Coverage
o Lot width shall be measured at the front building line as established by the developer,
but not less than twenty (20) feet from the right-of-way line; and
o Drive spacing requirements at intersections shall be measured from the back of curb
to the edge of drive.
o All development within the Land shall comply with the density and number of acres
proposed for each type of land use set forth in the Master Land Plan (provided as
Exhibit C), provided such densities and used may be relocated within the Property
26
subject to approval of the City Manager, or the City Council, if the Developer request
that the council consider the relocation, neither of which approvals shall be
unreasonably withheld, with the City Council’s approval.
0 All development within the Land shall comply with the subdivision platting
requirements set forth in the City’s rules and regulations, unless specifically provided
otherwise in this Agreement. Developer is authorized to develop the Land in phases
by filing preliminary plats with the City, and to Create, activate, develop, and build-
out the Land in a progressive and orderly manner, as approved by the City.
Adjustments to the preliminary plat phasing plan that increases the number of lots
included in any given phase shall be allowed and approved at a staff level as long as
the proposed revision doesn’t increase the total phase lot count by more than fifteen
(15%) of what is shown on the approved preliminary plat.
27
EXH[BrF E
A
n •
dC: f : : :
b
;
28
Kirnley $
EXHIBIT F
OFFsrrE WATER IMPROVEMENTS
Chun
all deepeR + DUM aB fT ; wan
29