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HomeMy WebLinkAbout24-2177ORDINANCE NO. 24-2177 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE EXECUTION OF A DEVELOPMENT AGREEMENT WITH TCCI SANCTUARY, LLC, SANCTUARY MUNICIPAL UTILITY DISCTRICT NO. 1 OF DENTON COUNTY, AND SANCTUARY MUNICIPAL UTILITY DISTRICT NO. 2 OF DENTON COUNTY RELATING TO THE SANCTUARY DEVELOPMENT, ENCOMPASSING APPROXIMATELY 836.02 ACRES OF LAND LOCATED SOUTH OF US 380, EAST OF GEORGE OWENS ROAD AND NORTH OF OLD STONEY ROAD, WITHIN DIVISION 2 OF THE EXTRATERRITORIAL JURISDICTION OF THE CITY OF DENTON, TEXAS; AND PROVIDING AN EFFECTIVE DATE WHEREAS, TCCI Sanctuary, LLC (the “Developer”) proposes to develop an area of approximately 836.02 acres (the “Property”) as part of a master planned development comprising approximately 3,300 residential lots and 5.9 acres of commercial development; and WHEREAS the Property is located within Sanctuary Municipal Utility District No. 1 of Denton County and Sanctuary Municipal Utility District No. 2 of Denton County (the “MUDs“) and Division 2 of the extraterritorial jurisdiction of the City of Denton; and WHEREAS, the Developer and the MUDs seek for the City to provide water services and permitting and planning authority for the Property; and WHEREAS, the City, the Developer, and the MUDs 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 extratenitorial 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 are found to be true and incorporated herein by reference. SECTION 2. The City Manager or their designee is hereby authorized to execute the Development Agreement with the Developer and the MUDs, the form of which is attached hereto as Exhibit “A“ and incorporated herein for all purposes, concerning development on the Property and other related matters. The City Manager is authorized to make minor adjustments to the Development Agreement prior to execution, such as filling in blanks and minor clarifications or correctrons. SECTION 3. 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. SECTION 4. 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 5. This Ordinance shall take effect immediately on its passage and approval. The motion to approve this ordinance was made by Jill Jester and seconded by Joe Holland, the ordinance was passed and approved by the following vote [ 7 - 0 ]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2 : Paul Meltzer. District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5: Jill Jester, At Large Place 6: X X X X X X X PASSED AND APPROVED this the 4th day of February, 2025 . EEmkD mN ATTEST: LAUREN THODEN, CITY SECRETARY \\\It III////ON dgUaM„_Jhdh APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY gaTe Scott Bray I)cput} City AttorneyBY: Page 2 DEVELOPMENT AGREEMENT This Development Agreement (this " Agreement") is entered into by and between TCCI Sanctuary, LLC, a Texas limited liability company (the "Owner"), Sanctuary Municipal Utility District No. 1 of Denton County, a political subdivision of the State of Texas (“District No. 1”), Sanctuary Municipal District No. 2 of Denton CowHy, a political subdivision of the State of Texas (“District No. 2“ and, collectively with District No. 1, the “l)istricts”), and the City of Denton, Texas (the "Git!"), to be effective on the date upon which the last of all of the Parties has approved and duly executed this Agreement ("Effective Date"). RECITALS WHEREAS, certain terms used herein are defined in Article 1; and WHEREAS, the Owner, District No. 1, District No. 2, and the City (which are sometimes individually referred to as a ’'Party'’ and collectively as the "Parties") desire to enter into this Agreement; and WHEREAS, the Owner owns an approximately 836.02-acre tract of land described by metes and bounds on Exhibit A and depicted on Exhibit B attached hereto and incorporated herein (the "Property"), approximately 433.92 acres of which lie within the boundaries of District No. 1, approximately 377.11 acres of which lie within the boundaries of District No. 2, and approximately 24.99 acres of which Owner desires and intends to annex into the boundaries of District No. 1 ; and WHEREAS, the Property is located wholly within the extraterdtoHal jurisdiction ('W”) of the City; and WHEREAS, the Owner intends to develop the Property as part of a master planned residential development, consisting of approximately 3,300 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 development of the Property; and WHEREAS, the Owner is required to provide certain internal roadways for the Development within the Districts, as depicted on Exhibit E attached hereto (collectively, the “Onsite Roadway Improvements” and, collectively with the Water 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 018443.000001 \4936-29074690.v7 1 commwcial activity within the City, which will drive inRastructwe investment and job creation, and have a multiplier effect that increases both the City’s tax base and utility revenues; and WHEREAS, the Parties have determined that the Development will increase the quality of housing within the City; and WHEREAS, the City supports the annexation of an approximately 24.99-acre tract of land into District No. 1 (“Annexation Tract No. 1”) and the annexation of an approximately 185.88- acre tract of land into District No. 2 (“Annexation Tract No. 2” and, collectively with Annexation Tract No. 1, the “Annexation Tracts”) upon the exclusion of Annexation Tract No. 2 from the boundaries of District No. 1, under appropriate parameters, as set forth herein; and WHEREAS, as evidence of the City’s consent to the annexation of the Annexation Tracts into the Districts, Owner requests that the City adopt Annexation Consent Resolutions in the forms attached hereto as Exhibit H-1 and Exhibit H-2 (the “Annexation Consent Resolutions”), demonstrating the City’s consent, pursuant to Section 42.0425 of the Texas Local Government Code and Section 54.016 of the Texas Water Code, to the inclusion of the Annexation Tracts into the Districts; and WHEREAS, the Parties desire each of the Districts and the City to enter into a strategic partnership agreement, the form of which is attached hereto as Exhibit 1, within one hundred twenty (120) days of the date of approval of this Agreement; and WHEREAS, the Owner shall submit water plans for 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 2, the Parties have the authority to enter into this Agreement pursuant to Section 212.171 er seq 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 DEFINITIONS 1.1 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: Annexation Consent Resolutions is defined in the Recitals, the forms of which is attached 018443.00000 l\493&2907~+690.v7 2 hereto as Exhibit H-1 and Exhibit H-2. Building Codes is defined in Section 7.1 (e). CCN means Certificate of Convenience and Necessity issued by the Texas Public Utilities Commission. eity. is defined in the introductory paragraph. City Assignee is defined in Section 11.2. City Council means the city council 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. District is defined in the Recitals Effective Date is defined in the introductory paragraph. End-Buyer is defined in Section 12,1. 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. 018443.000001\4936-29074690.v7 3 Owner Assignee is defined in Section 1 1.1 (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 InRastmcture means the Onsite Roadway Improvements and the Water Improvements. TCEQ is defined in the Recitals. Water Improvements means the Offsite Water Improvements and the Onsite Water Improvements. ARTICLE II CONSENT TO ANNEXATION INTO DISTRICTS; DISTRICT BONDS I 2.1 Consent to Annexation into the Districts. Contemporaneously with the approval of this Agreement, the City Council agrees to adopt separate Annexation Consent Resolutions, in the forms attached hereto as Exhibit H-1 and Exhibit H-2, evidencing its consent to the annexation of each of the Annexation Tracts into the Districts. This Agreement and the Annexation Consent Resolutions constitute the irrevocable and unconditional consent of the City to the annexation of the Annexation Tracts into the Districts. The City agrees to adopt such further ordinances and execute such further documents as may reasonably be requested by Owner, the TCEQ, the Attorney General, or the District to evidence the City’s consents as set forth in this Agreement and in the Creation Consent Resolution and Annexation Consent Resolutions. ; 2.2 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 Districts by the Texas Constitution, Texas Water Code, Texas Local Government Code, or any other current or future statute applicable to such districts. 2.3 District Bonds. The Districts shall adhere to the following requirements relating to the issuance of bonds: (a) The Districts may issue bonds for wastewater system in#astructure, water system inftastructure, service fees, road system inRastructwe, drainage and storm water control inaastructure, creation 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 Districts may reimburse Owner for the costs associated with the construction of such in#astructwe necessary to serve the District and any other infrastructure costs, creation 0 1 &143.000001 \493&29074690.v7 4 costs and developer advances for the District’s operating expenses that may be reimbursed in accordance with TCEQ rules and regulations. (c) The Districts may issue bonds for the purpose of purchasing committed capacity in, or paying for contract rights related to, water supply or wastewater treatment or collection facilities and services, subject to TCEQ rules and regulations. (d) The Districts 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 293.44(a)(8) are satisfied. (e) The Districts will not issue bonds if the total tax rate (as calculated by the TCEQ rules) would exceed $1.20 per $100 of assessed valuation. ARTICLE III ANNEXATION 3. 1 Immunity From Full Purpose Annexation. As to that portion of the Property located in a particular District, except as provided in a strategic partnership agreement, the form of which is attached hereto as Exhibit 1 (the “SP/y’), the Property shall remain in the ETJ of the City and be immune from fall purpose annexation by the City until such time that Owner has received from the District one hundred percent (100%) of all reimbursables due to Owner by the District. Each District shall enter into the SPA with the City within one hundred twenty (120) days of the adoption of this agreement. Owner hereby consents to the full purpose annexation of the Property by the City upon the occurrence of Owner’s receipt of one hundred percent (100%) of all reimbursables due to Owner by the District. 3.2 Consent to Annexation. SUBJECT TO SECTION 3.1 OF THIS G AND ALL FUTURE OWNERS OF THE PROPERTYwmI UNCONDITIONALLY CONSENT TO THE FULL PURPOSE ANNEXATION UNDER STATE LAW OF THE PROPERTY INTO THE CORPORATE LIMITS OF THE CITY IN ACCORDANCE WITH THIS AGREEMENT AND WAIVE ALL OBJECTIONS, SERVE AS THE PETITION OF OWNER AND ALL FUTURE OWNERS AND FUTURE DEVELOPERS FOR FULL PURPOSE ANNEXATION OF THE PROPERTY IN ACCORDANCE WITH THIS AGREEMENT AND SPECIFICALLY THE RESTRICTIONSSETiOTTr tnaisMEM I 3.3 Limited Purpose Annexation. Owner agrees that the City shall have the right to annex those areas of the Property that are intended for commercial development for the sole and limited purpose of allowing the City to impose sales and use taxes within the boundaries of such commercial and/or retail areas to the extent permitted by State law. The terms and conditions upon which such limited purpose annexations may occur shall be set forth in strategic partnership agreements between each District and the City, the form of which is attached hereto as Exhibit I, pursuant to Section 43.0751 of the Texas Local Government Code. No limited purpose annexation pursuant to a strategic partnership agreement shall affect, in any way, the ETJ status of the 018443,000001\4936-2907-4690.v7 5 Property; and, notwithstanding any limited purpose annexation, the areas annexed, as well as the remainder of the Property, shall continue to be located within the ETJ of the City for the purposes of this Agreement. ARTICLE IV WATER SERVICE AND IMPROVEMENTS; WASTEWATER 4.1 Water Service. The Property is not within any water or wastewater certificate of convenience and necessity (“CCN”). 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 pwsllant to the terms provided in Utility Service Agreements between the City, the Owner, and each District in a form agreed-upon by the City, the Owner, and the Districts. Any additional terms involving wastewater will also be addressed in the Utility Service Agreements. The City’s obligations to provide water service to the Development or the Districts under any agreement shall be subject to the condition precedent that the Owner and the District have not defaulted under this Agreement. 4.2 Inspections, Acceptance of Water Improvements. (a)No Release. The City shall not release the Owner from its responsibility to construct, or ensure the construction of, adequate Water Improvements in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. (e)Approval of Plats/Plans. Plats shall be reviewed and approved either by the City or the County, at Owner’s sole discretion. Approval of permits, plans, designs or specifications by the City shall be in accordance with the Governing Regulations, City’s current published Design Criteria, and the applicable Utility Service Agreement between the City, Owner, and each respective District. Approval by the City, the City’s engineer or other City employee or representative of any permits, plans, designs or specifications submitted pursuant to this Agreement or pursuant to 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 water plans of Owner related to the Property shall meet the requirements of the applicable City’s current published Design Criteria. 4.3 Impact Fees and other Development Fees. Owner acknowledges and agrees that the Property is subject to the assessment of water impact fees, as well as other dedication, 01W3.000001VD36-2907J+690.v7 6 construction, and fee requirements pursuant to the applicable Utility Service Agreement entered between Owner, each respective Diskict, and the City. 4.4 Easements. The Owner shall convey utility easements to the City by plat at the time of filing of a final plat for the construction, maintenance, and operation of water or wastewater facilities in accordance with Exhibit G for use by the City in their future water master planning efforts ARTICLE V ROADWAYS 5.1 Traffic Impact Analysis. Owner will submit to the City a full traffic impact analysis (the “TIA”) prior to the submittal of the initial construction engineering plan application. The TIA shall include construction triggers for the life of the Development. 5.2 Design 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. 5.3 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 Districts, including, but not limited to, the Onsite Roadway improvements shown on Exhibit E attached hereto. 5.4 Offsite Roadway Improvements. The Owner agrees to design and construct offsite roadway improvements, as shown in Exhibit E attached hereto, at Owner’s sole cost based on Denton County specifications including the alignment of George Owens Road at Old Stoney Road, and construction of one-half of the fbture 4-lane cross-section on George Owens Road. ARTICLE VI STORMWATERi DRAINAGE: 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 (“CLOMW’), 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 Two ETJ shall not trigger an Alternate ESA Plan approval. The Owner agrees to pay any City project review fees as specified in the City of Denton Fee Schedule related to the City’s review of items in Article VI. ARTICLE VII MUNICIPAL SOLID WASTE/RECYCLING SERVICE 7.1 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. 018zU3.000001 \4936-2907J+690.v7 7 Notwithstanding the foregoing, before Owner and/or the Districts enter into a contract with a municipal solid waste/recycling service provider, Owner and/or the Districts must provide the City with any and all bona fide offers that Owner and/or the Districts receive 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 Districts 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 Districts from another municipal solid waste/recycling service provider that can legally provide such service to the Property, Owner and/or the Districts must obtain municipal solid waste/recycling service to the Property Mm the City. The term “substantially similar,” as used in this Section 7.1, means that the terms of the oaers provide approximately the same level of service at approximately the same start-up costs to Owner and/or the Districts. Rates 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. ARTICLE VIII DEVELOPMENT REGULATIONS 8.1 Governing Regulations. Development of the Property shall be governed solely by the following regulations (collectively, the “Governing Regulations”): (a)the applicable City or County regulations, as may lawfully be amended at any time, that are uniformly enforced within the City’s Division 2 ETJ, including, but not limited to, the following (collectively, the “eity. Regulations”): (i) (ii) (iii) The City’s regulations that apply to the City’s Division 2 ETJ; Subchapter 2 (Administration and Procedures) of the Denton Development Code, as applicable; All plumbing inBastructure for structures contained on the Property shaH comply with the City’s plumbing code in effect when the structure is constructed, including, without limitation, permit requlrements; (iv)Environmental regulations, as contained in Section 7.4 (Environmentally Sensitive Areas) of the Denton Development Code, as applicable in the Division 2 ETJ as of the Effective Date of this Agreement; (V)Applicable water 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 01 8'M3.00000 l\4936-29074690.v7 8 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; (vi)Gas well plattiag, 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 two hundred (200) feet from gas wells, measured in a straight line from the well head to the nearest single family property line. (b)technical codes including all intanational codes adopted by the City in effect on the Effective Date, and as lawfully may be amended at any time; (C)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)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 recent North Central Texas Council of Governments Standard Specifications for Public Works Construction, as amended or replaced, as applicable; (f)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 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; (g)the building codes of the City, as amended, provided such building codes are adopted by ordinance and uniformly applied throughout the City (the 018443.000001\4936-2907-4690.v7 9 “Building Codes“). 8.2 Conflicts (a)In the event of any conBict 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. ARTICLE IX DEVELOPMENr PROCESS AND CHARGES 9.1 Fees. Except as specifically described below, Owner shall be subject to those water 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 2 ETJ developments or required as a result of other provisions of this agreement or other agreements between the Owner, the Districts, 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. 9.2 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 pursllant to its lawfully adopted fee schedule. ARTICLE X PARKS/TRAILS Owner agrees to coordinate with the Director of the City’s Parks Department to ensure that the Districts’ trail network is connected to the City’s citywide trail network. ARTICLE )a 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 01W3.000001\4936-2907Jt690.v7 10 an agreement rn wn W. ARTICLE XII EVENTS OF DEFAULT; REMEDIES 12.1 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 ewe the alleged failure (such reasonable time to tx determined based on the 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. 12.2 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 Deciaratory Judgment Act, or actions for specific performance, mandamus, or injunctive relief. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE THE AGGRIEVED PARTY TO TERMINATE THIS AGREEMENT OR LIMIT THE TERM OF THIS AGREEMENT. ARTICLE XIII ASSIGNMENT AND ENCUMBRANCE 13.1 Assignment by Owner to Successor Owners. (a)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 purposes 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 and the Districts 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. 018443.000001\4936-29074690.v7 11 (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 applies 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 agrees to look solely to the Owner Assignee for the performance of all obligations assigned to the Owner Assignee and agrees that Owner shall be released from subsequently performing the assigned obligations and aom any liability that results hom the Owner Assignee’s failure to perform the assigned obligations; provided, however, if a copy of the assignment is not received by the City and the Districts within fifteen (15) days after execution, Owner shall not be released until the City and the Districts receive such copy of the assignment. (a)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. (b)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. 13.2 Assignment 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 and the Districts 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 of a contact person representing the City Assignee who Owner or the Districts 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 fifteen (15) days after execution. From and after such assignment, Owner and the Districts agree to look solely to the City Assignee for the performance of all obligations assigned to the City Assignee and agrees 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 and the Districts within fifteen (15) days after execution, the City shall not be released until Owner and the Districts receive such copy of the assignment. No assignment by the City shall release the City &om any liability that resulted from an act or omission by the City that occurred prior to the effective date of the assignment unless Owner and the Districts approve the release in writing. The City shall maintain written records of all assignments made by the City to City A$signees, including a copy of each executed assignment and the City Assignee’s Notice information as 018443.00000 l\4936-2907-4690.v7 12 required by this Agreement, and, upon written request from another Party, shall provide a copy of such records to the requesting person or entity. 13.3 Encumbrance by Owner and Assignees. Owner and Owner Assignees have the right, from time to time, to collaterally assign, pledge, grant a Hen 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 and the Districts. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City and the Districts have been given a copy of the documents creating the lender’s interest, including 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 and the Districts agree 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. 13.4 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. 13.5 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 Agreement. 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 relate“ documents to the extent of said ownership or ownership interest. 13.6 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 XIV RECORDATION 14.1 Binding Obligations. This Agreement and all amendments hereto (including 01 8443.0CX)00 l\4936-2907-4690.v7 13 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. ARTICLE XV ADDrrIONAL PROVISIONS 15.1 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. 15.2 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 States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City:AHn: City Manager City of Denton 215 E McKinney St Denton, TX 76201 With a copy to:Atm: City Attorney City of Denton, Texas 215 E. McKinney St. Denton, TX 76201 To the Owner:AHn: Tommy Cansler TCC! Sanctuary, LLC 14675 Dallas Parkway, Suite 575 Dallas, Texas 75254 0 i W3 .OtX)001V+936.2907J+690.v7 14 To District No. 1 :Sanctuary Municipal Utility District No. 1 of Denton County c/o Coats Rose, P.C. Atta: Mindy L. Koehne 16000 N. Dallas Parkway, Suite t350 Dallas, Texas 75248 TEL: (972) 788-1600 To District No. 2 :Sanctuary Municipal Utility District No. 2 of Denton County c/o Coats Rose, P.C. Attn: Mindy L. Koehne 16000 N. Dallas Parkway, Suite t350 Dallas, Texas 75248 TEL: (972) 788-1600 Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. 15.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be 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. 15.4 Time. In this Agreement, time is of the essence and compliance with the times for performance herein is required. 15.5 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. 15.6 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. 15.7 Severability. If any provision of this Agreement is determined by a court of 018443.0(K)001 \4936-29074690.v7 15 competent judsdiction 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 eRect to the intent of the Parties. 15.8 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. 15.9 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. 15.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 15.11 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 acts 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. 15.12 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 Exhibit G Exhibit H Exhibit I Legal Description of the Property Depiction of the Property Concept Plan Development Standards Roadway Improvements Offsite Water Improvements Onsite Water Easement Dedications Annexation Consent Resolution Strategic Partnership Agreement 15.13 Governmental Powers; Waivers of Immunity. By its execution of this Agreement, the City does not waive or surrender any of its respective governmental powers, immwities, or rights except as provided in this section. The Parties acknowledge that the City waRes its sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement. 018443.000001\4936-29074690.v7 16 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. 15.14 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. 15.15 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. 15.16 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. 15.17 (a) Certifications. Owner makes the following certifications: 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, 88th Texas Legislature, Regular Session), Owner certifies that it is not a Company that boycotts energy companies 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, 018443.0(X)001 \4936.2907-4690.v7 17 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, 876’ 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 fireaun 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 organ j7ation, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majoritymwned subsidiary, parent company, or affiliate of those entities or business associations, that exists to make a profit, but does not mean a sole proprietorship. 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. 15.18 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) 01 8443.00000 l\4936-29074690.v7 18 EXECUTED by the City and Owner on the respective dates stated below. al . (K Alg : CrFY a @M hra–HbRMB7 ArrEST: b. U ml APPROVED AS TO FORM ira\ /ZJhJ )b•Ful\ t-ll\ Alttunc\ Mkni;;ram;}Tor City STATE OF TEXAS g COUNTY OF DENTON i This instrument was acknowledged $ by Sara Hensley, the City Manager of the C before ty ofQ )n the May of .2025 ;on, Texas, on behalf bf said City. d 7/fU CM I (SEAL) Clint(II tAMsdeQ C.mmi;;b„E*„,„: lan{ Iq ?©71 Name printed or typ CLARICE MARIE HOm My Notary ID # 132065325 WBSJwQ 25. 2027 018+13.000001\4936-29074690.v7 19 Docusign Envelope ID: 04E3820C>BB6C}4E414D8348FD31 IFD96A TIES AG]HAS BF,m BOTH REVIEWED AND APPROVED lonal obligations and business terms Scott McDonald PRWIED NAME Director of Development Services TITLE Development Services DEPARTNmVr 018443.000€X)IW93G2g)746g).v7 20 SANCTUARY MUNICiPAL UTILITY DISTRICT NO. 1 OF DENTON COUNTy THE STATE OF TEXAS COUNTy ov Oat? q This instrument was 2025, by Na.qa,stH(,abb Municipal Utility District No. 1 of Denton County, a municipal utility district, on behalf of said municipal utility district. rf/ 018443.000001 \4936-2907.•4690.v7 SANCTUARY MUNICIPAL UTILITY DISTRICT NO. 2 OF DENrON COUNTY T%are ).I'd THE STATE OF TEXAS g § §COUNTY OF 04l4 me on ale 23% of i/arr of the Board of Directors of Sgnctuary a municipa] utility district, on behalf of said This instrument was acknowledged before 2025, by O.goeR r&r$„ , P/blUM+ Municipal Utility District No. 2 of Denton County, municipal utility district. nimH 018443.0(X)001\4936-29074690.v7 TCCI SANCTUARY, LLC, a Texas limited liability company By:TCCI Development Group, Inc., a Texas corporation its Manager Name: Tommy Cansler Title: President THE STATE OF TEXAS g COUNTY OF _ ALAS ! on ne al day of TCCI Development ;CJ# This instrument was acknowledged before me by Tommy Cansler in his capacity as President of corporation, in its capacity as Managm of TCCI SANCIXJARY, company, for the purposes stated hereinabove. LLC, a Texas limited liability MIIIbl MEZA Notary Public, Stoto of Texas I Comm. Expires 02+08-2025 Notary ID 132916585 iotary Public in and for the 018443.0(XXX)l\4936-2q)74690.v7 23 EXHIBIT 'W’ DESCRIPTION OF THE PROPERTY Being 836.02 acres out of the S. WinBey Survey, Abstract No. 1319, being a part and out of a called 540.954 acre tract described in deed as Tract 2 to J. Young Land & Cattle, LTD, recorded in Instrument No. 2003-203076, Official Public Records, Denton County, Texas (D.R.D.C.T.), a called 11.26 acre tract of land described in deed to J. Young Land & Cattle, LTD, recorded in Instrument No. 2014-1'Pt00, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), a called 1 1.50 acre tract described in deed to J. Young Land & Cattle, LTD, recorded in Instrument No. 2014-20127, Official Public Records, Denton County, Texas (O.P.R.D.C.T.) and a called 272.67 acre tract of land described in deed as Tract Two to Danny Joe Guest and Courtney Sweatman, recorded in Instrument No. 2019-3193, Official Records, Denton County, Texas (O.R.D.C. T.) said 836.02 acre tract being more particularly described by metes and bounds as follows Beginning at a PK nail set within Old Stoney Road, said point being the Southeast corner this 836.02 acre tract and said 540.954 acre tract; THENCE South 89c’52'32" West, a distance of 5,587.00 feet to a point within Old Stoney Road for the Southwest corner of said 540.954 acre tract and the Southeast corner of said 272.67 acre tract, from which a RR spike found, bears: North 02'’19'02" East, a distance of 1.15 feet; THENCE South 89'’54'18'’ West, passing at a distance of 2,747.14 feet a PK nail found, continuing for a total distance of 2,843.11 feet to a PK nail set at the intersection of Old Stoney Road and George Owens Road for the Southwest corner of this 836.02 tract and the Southwest corner of said 272.67 acre tract; THENCE North 00'13'49" East, a distance of 4,202.62 feet to a PK nail set within Old Stoney Road, said point being the North West corner of said 272.67 acre tract and the Southwest comer of a called 104.290 acre tract of land, described in deed to Fondern Properties LLC, recorded in Instrument No. 2018-12243, Official Records, Denton County, Texas (O.R.D.C.T.); THENCE North 89'48'36" East, passing at a distance of 23.61 feet a 1/2-inch iron rod found, continuing in all a distance of 1,682.68 feet to a 1/2-inch iron rod found for the Southeast corner of said 104.290 acre tract and the Southwest corner of a called 20.551 acre tract of land described in deed as Tract 2 to Coserv Property Holdings, LLC recorded in Instrument No. 63414, Official Records, Denton County, Texas (O.R.D.C. T.); THENCE North 89'’49'23" East, a distance of 550.63 feet to a 1/2-inch iron rod found for the Southeast corner of said 20.551 acre tract and the Southwest corner of a called 19.448 acre tract of land described in deed as Tract 1 to Coserv Property Holdings, LLC recorded in Instrument No. 63414, Oflicial Records, Denton County, Texas (O.R.D.C. T.); 018443.000001\4936-29074690.v7 24 THENCE North 89'’46’53" East, a distance of 5':M.14 feet to a 1/2-inch iron rod found for the Southeast corner of said 19.448 acre tract and the Southwest corner of a said 11.26 acre tract of land9 THENCE North 00'’17'14" East, a distance of 1 ,562.67 feet to a 1/2-inch iron rod with orange cap stamped "KAZ" found for the Northwest corner of said 11.26 acre tract; THENCE South 87'’11'58'’ East, a distance of 270.44 feet to a 1/2-inch iron rod stamped ’'TOPOGRAPHIC'’ set for the Northeast corner of said 11.26 acre tract; THENCE South 00'’21'02" West, a distance of 811.00 feet to a 1/2-inch iron rod stamped "TOPOGRAPHIC" set for an interior eII corner on the East line of said 11.26 acre tract; THENCE South 87'’13’01" East, a distance of 93.58 feet to a 1/2-inch iron rod stamped "TOPOGRAPHIC" set for an exterior ell corner on the East line of said 11.26 acre tract; THENCE South 00'09’50" West, a distance of 733.53 feet to a 1/2-inch iron rod with red cap found on the North line of said 540.954 acre tract and being the Southeast corner of said 11.26 acre tract; THENCE South 89'’58’26'’ East, a distance of 377.16 feet to a metal fence corner found for the Southwest corner of said 11.50 acre tract; THENCE North 01 '’38'48" East, a distance of 1 ,525.04 feet to a 1/2-inch iron rod with orange cap stamped “KAZ" found for the Northwest corner of said 11.50 acre tract; THENCE South 87'21'18" East, a distance of 274.32 feet to an iron rod with aluminum TXDOT monument found for the Northeast corner of said 1 1.50 acre tract; THENCE South 01'30’30" West, a distance of 781.98 feet to a 1/2-inch iron rod found for an interior en corner on the East line of said 11.50 acre tract; THENCE South 86'’59'54" East, a distance of 116.72 feet to a 1/2-inch iron rod found for an exterior eII corner on the East line of said 11.50 acre tract; THENCE South 01 '’33'27" West, at a distance of 722.21 feet to a 1/2-inch iron rod found on the Noah line of said 540.954 acre tract and being the Southeast corner of said 11.50 acre tract; THENCE THENCE North 89'’50’27'’ East. a distance of 4.497.61 feet to a metal fence corner found for the Northeast corner of said 540.954 acre tract ; THENCE South 00'’02'00" East, a distance of 4,209.75 feet to the place of beginning and containing 836.02 acres of land. 018443.000001\4936-2907-4690.v7 25 EXHIBIT B DEPICTION OF THE PROPERTY :;;:!:: I 'iI- **. { } H & b \ aj /’i I }} } } % ; ! I 018443.0(X)001\4936-29074690.v7 26 ! ! ! ! ;} ; i ! !j if ii ; i fiji!!’ii; if;} j.if !! /jj I iiI; i :;AI i: 018443.000001\493G29074690.v7 27 EXHIBIT C CONCEPT PT,AN I I !!r !it!! gD ji:IEg:. iI j ) It ! re - $1}; } 018+13.0CXXXJI\4936-29074690.v7 28 EXHIBIT D DEVELOPMENT STANDARDS 0 Any parcels adjacent to a primary arterial or freeway 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 or freeway • 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. Any single family uses shall comply with the following regulations: o No more than 40% of the single family residential homes may be built on lots that are 40 feet wide or less, provided that any lot less than 40 feet wide must be served by a rear entry garage. o Up to 40% of the single family residential homes may be built on lots between 45 feet wide and 49 feet wide. o No more than 20% of the single family residential homes may be built on lots that are 50 feet wide or wider. o 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. Singje-Famijy Uses Min.une I YardYard Yard 10 205 r ta Size Coverage 60%1200 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 unless the lot is rear entry; 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 01 8443.000001 \4936.2907.4690.v7 29 Exhibit C), provided such densities and used may be relocated within the Property 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. 01 W3.00000 IV1936-29074690.v7 30 iIT EE loADW;m)VEME et,xt1 yet- W:' ‘at#:I WU'1 ’‘ OEU +f+411 '1 • fbi; j' I !!i 3;it e • + + e @ e + e e+ + + gtr .._.I I B i t©•I • • e + e e • • •i i + +a IB gOa Ea 10 I t i lI t&- i I i 018443.0(yyy)IW936.29074690.v7 EXHIBIT F OFFSITE WATER IMPROVEMENTS Sanctuary Devc£opment Water Analysis - Revised Denton, Texas NOVEMBER 2024 Prepared By: Kimley $Horn 801 Cherry Sheet. Unit #II. Ste. 1300 Fort Wolth. Texas 76102 TBP£ No. F.928 KH A No. 068301401 For: 018443.0CXXX)I\4936-29CY7z1690.v7 32 JNTF©i©PCTION The prqosed Sanctuary development is located southwest of the US 380 arxl F.M. 156 Intersectbn outskle the corporate limits of the City of Denton (-City-), but WIthin City of Denton aHmtenitwial Jurtsdbtion {ETJ Division 2) Kknley-Horn (KH) performed a hydraubc analy8i s to determine hnpeci5 to the City of Dentan's wder system and infrastructure eqLired to serve the proposed Sanctuary Development The development b comprised of approx}mateV 3.300 single family unIts and 300 multi.fbmily unit8. as well as 5.4 acres of retail utd 7.5 acres of amenIty centers Below is an exhIbit showing the location of tIn proFxned development The analysis was performed in accordance with the ' City of Denton Design Criteria Manuol' dated July 2024 -A U+ J: V k I Location Map Exhibit WATER DEMAND LOAD PROJECTIQNP As part of the water andyst s. Kimley-Horn assessed the Maximwn Day + Fire Flow and the Peak Hour scenarios as required tv the Texas Commission on Environmental Qualtty (TCEQ). Kimley-Horn assessed the peak flaws in the water system using the eAting water system model provided by the City as part of the Legends Ranch water study in May 2019. Kimley-Horn used the folkywing assumptions for water demands per the current model. industry standards, and the CIty of Denton Wbter and Wbstewater Criteria Manual dated July 2024: • • 3.2 people per singlefamily unit 3,300 unIts in the slngl&family development 160 gallons per apRa per day for 8vetage watu demand 2 0 average day to maximum day water demand peaking factor 1.5 maximum day to peak hour water demand peaking factor Sanctuary Wate Andygs . Revisai November 2024 KH Project Number 068301401 018443.00000 l\493&2907-+690.v7 33 018443.000001\493G29074690.v7 UsIng the above assumptions, Klmley Horn calculated the fOllOWIng: Sanctuary Developnlent 3,300 607 1 ,278 216 2,556 432 3,834 648Baker Tract (By Others) Legends Ranch Ph 6 (By Others) 173 4,080 66 1,560 132 3,120 198 4,680Total Additionally, Kimley.Horn analyzed the maximum number of oonnectbns of the proposed 30- transmission main. During this analysis Kim18y Mom determIned the proposed 30- transmission main can accanmodate an additional 660 single family eqrtvalent (SFE) connections_ Calculated demands are show in Table 2 below: Table 2- Water S)eton Ultimate Demands 4740 1.722 3,444 5.166 Sanctuary Water Andysis . Revised Nwember 2024 KH Projed Number 068301401 018443.00000 l\493G29074690.Y7 34 018443.000001 \4936-2907-4690.v7 WATER P,N ALMS IS Based on the wntysis. the Sanctuary Dwek>wlent ultim8tety will require the folbwing improvements to the existing water system: ' Ore (1) 3(binch water line from Northwest ESTto the Snrctuary thvelopment • One (1) 1&inch water line through the Sanctuary Devdopment Klmtey-Horn assessed two different scenad08: Peak Hour and Maximum Day + Fire Flow. The model received from the City irctuded 2018_MAX_DAY_EPS and 2018_MD_FIREFLOW scenarios. Diurnal pattern8 were applbd to an demand nodes in the exIsting models. The existing water model has three builtH in diurnal curves. The 2018_DIURNAL_CENTRAL was utilized tot this proposed devetopfnent. This development is ultImately proposed to receive water fran the North$est Pressure Plane During analysis. it was assumed that the NorthwBst Booster Pump Station and Narthweg 36- WaIer Transrnissian main an active and in-swvic& Both projects are currently urxler construction with an anticipated com[ietion of Spring 2024 Additionalh it was assumed that rn finished floor elevation would be above 760 ft, if any homes or buildings are constructed above the 760 ft elevaton then a 24 vteh water line through the Sanctuary tbvelopment will be required, PEAK HOUR ANALYSIS For tIn Peak }hur scenario. nmley.Horn added the projected Peak Hour demand to the proposed nodes as described above. Kknley-Horn then ran the Maximum Day Extended Phase Simulation (EPS). The peaking Induced in the Maxirnum Day EPS model run simulates the Peak Hour event. KIm}ey-Horn compared model results both before and after the development. TCEQ requires that a minimum pressure of 35 psi be maintained in the water systern during peak flow events ComHring the before and after ukirnate Peak Hour results. there are no new additional nodes that drop betcm 35 psi. In the ultImate demand conditions for the proposed development. tIn lowest pressure b 39 psi. which exceeds the requIred 35 psi. MAXIMUM DAY + FIRE FLOW ANALYSiS The existing model includes a 2018 MD_FIREFLOW scenario that calculates available fire flow at various nodes throughout the City’s water system. This would roughly simulate a Maximum Day + Fire Flow Analysis. Kimtey-Horn added the baseline demands of the proposed development in nodes to the nx>del and added these nodes to th8 fire flow list to calculate available fire flaw. TCEQ requires that a mWmum pressure of 20 psi be maintained in the water system during fire flow events. After development demands are added, no additional rndes fall below the required fire now threshold. In the ultimate demand conditions for the proposed devel@mmI the lawut prusure will exceed 23 psi while meeting fire flow demands. These pr%sur% nleet the minimum TCEQ criteria. Sanctuary Watu Andysis . Revised November 2024 KH Projea Number 068301401 018443.000tX)1\4936.29074690.v7 35 01 8443.00000 l\493G29074690.v7 CONCLUSI,QJV§ Per our analysIs, the prqx>sed infrastruauesatisBe the Peak Hour and the Max Day + FIre Flaw scenarios for tIn proposed develqment. The findings of this water capacity analysis are summarized in Table 3 below Table 3 - Water System Andysi3 MIn. Pressure RIa®hPe'\sure As demonstrated in the fIndingS atme, the Denton water system and Nathwe st Pressure Plane can accommodate the proposed Sanctuary development with the following infrastructure improvements: e • • City of Denton l+>rthwe st Booster PImp Station construction complete. City of Denton Fbahwest 3Ginch water line constructtul cwnplete. Proposed 30.inch water main from Northwest EST to Sanctuary Development constructed. Proposed 16-inch water mah throughout Sanctuary Development constructed. No finished floor ebv8tion vdthin the Sanctuary [bvek>pment IS greater than 760 R, Sanctuary Water Analpls . Revised November 2024 KH aged Nurnba' 068301401 018143.000(X)IV193&2907Jt690.v7 36 01 8443.000001\4936-29074690.v7 018443.000001 W936-2907-+690.v7 37 018443.000001\4936-2907-4690.v7 4 : !i ! a+@ ! } rJ I-i n ;i ir–- - - :: + + + + +} - - = {$ 38 018443.000001\4936-29074690.v7 01 8':H3.000001 \4936-2907-4690.v7 EXHiBIT G ONSITE WATER EASEMENT DEDICATIONS 01 8zH3 .00000 l\4936-2907J1690.v7 39 0184+3.000001\4936-2907-4690.v7 0 IB+43.0(X)001\4936-29074690.vT 018443.000001 \4936-2907d£+690.v7 EXHIBIT H-1 RESOLUTION NO A RESOLUTiON OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS CONSENTING TO THE ADDITION OF CERTAIN LAND INTO SANCTUARY MUNICIPAL UtILITY DISTRICT NO. 1 OF DENTON COUNTY WHEREAS, on , TCCI SANCTUARY, LLC, a Texas limited liability company (the “Petitioner”), submitted a petition to the City of Denton (the “City”) requesting that the City consent to the addition of an approximately 24.99-acre tract of land (the “Property”) to Sanctuary Municipal Utility District No. 1 of Denton County (the “District”) in the form attached hereto as Exhibit A (the “Petition”); and WHEREAS, the District and the Property are located in the extratenitodal jurisdiction of the City; and WHEREAS, Texas Local Government Code, Section 42.0425, provides that land within the extratenitorial jurisdiction of a city, town or village may not be added to the District without the written consent of such city, town or village; and WHEREAS, the City Council of the City desires to give its consent to the addition of the Property to the District. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS: Section 1. That the facts set out in the preamble are true and correct and are incorporated herein for all purposes. Section 2. That, subject to the condition reflected in Section 3 of this Resolution, the City Council of the City hereby gives written consent, pursllant to Section 42. O+25, Texas Local Government Code, to the addition of the Property to the District as described in the Petition. Section 3. That the City’s consent provided herein is conditioned upon the execution of a development agreement between the City, the Petitioner, the District and Sanctuary Municipal Utility District No. 2 of Denton County (“District 2” and, collectively with the District, the “Districts”) regarding the development of the property within the Districts pursuant to Texas Local Gov’t Code Ch. 212, in a form approved by the City Manager and the City Attorney. Section 4. That the City Council of the City officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place, and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall and on the official website of the City in the manner and for the time required by law preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas Government Code, and that this meeting 018443.00000 l\4936-2907-4690.v7 41 018443.000001\4936-2907J+690.v7 was open to the public as required by law at all times during which this Resolution and the subject matter thereof was discussed, considered, and formally acted upon. The City Council further ratifies, approves, and confirms such written notice and the contents and posting thereof. Section 5. That this Resolution take effect immediately from and after its passage and is accordingly so resolved. The motion to approve this ordinance was made by and seconded by the ordinance was passed and approved by the following vote Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3: Joe Holland, District 4: Brandon McGee, At Large Place 5: Jill Jester, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the day of 2025 GERARD HUDSPETH, MAYOR ATTEST: LAUREN THODEN, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATtORNEY By: 01 &+43.000001\493G2907J+690.v7 42 01 8443.000001 \4936-2907J+690.v7 EXHIBIT “A“ [Petition for Consent to Addition of Land to be inserted] 018443.000001 \4936-29074690.v7 43 018443.000001\4936-2907-4690.v7 EXIIIBrr H-2 RESOLUTION NO A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS CONSENTING TO THE ADDITION OF CERTARq LAND wro SANCTUARY MUNICIPAL UTILITY DISTRICT NO. 2 OF DENTON COUNTY. WHEREAS, on , TCCI SANCTUARY, LLC, a Texas limited liability company (the “Petitioner”), submitted a petition to the City of Denton (the “City”) requesting that the City consent to the addition of an approximately 185.88-acre tract of land (the “Property”) to Sanctuary Municipal Utility District No. 2 of Denton County (the “District”) in the form attached hereto as Exhibit A (the “Petition”); and WHEREAS, the District and the Property are located in the extraterritorial jurisdiction of the City; and WHEREAS, Texas Local Government Code, Section 42.0425, provides that land within the extratenitoria1 jurisdiction of a city, town or village may not be added to the District without the written consent of such city, town or village; and WHEREAS, the City Council of the City desires to give its consent to the addition of the Property to the District. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCEL OF THE CITY OF DENTON, TEXAS: Section 1. That the facts set out in the preamble are true and correct and are incorporated herein for all purposes. Section 2. That, subject to the condition reflected in Section 3 of this Resolution, the City Council of the City hereby gives written consent, pursuant to Section 42.0425, Texas Local Government Code, to the addition of the Property to the District as described in the Petition. Section 3. That the City’s consent provided herein is conditioned upon the execution of a development agreement between the City, the Petitioner, the District and Sanctuary Municipal Utility District No. 1 of Denton County (“District 1” and, collectively with the District, the “Districts”) regarding the development of the property within the Districts pursuant to Texas Local Gov’t Code Ch. 212, in a form approved by the City Manager and the City Attorney. Section 4. That the City Council of the City officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place, and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall and on the official website of the City in the manner and for the time required by law preceding this meeting, as required by the Open Meetings Act, Chapter 551, Texas Government Code, and that this meeting 018443.000001 \4936.2907-4690.v7 44 018443.000001\4936-2907-4690.v7 was open to the public as required by law at all times during which this Resolution and the subject matter thereof was discussed, considered, and formally acted upon. The City Council further ratifies, approves, and confirms such written notice and the contents and posting thereof Section 5. That this Resolution take effect immediately from and after its passage and is accordingly so resolved. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and approved by the following vote Mayor Gerard Hudspeth: Vicki Byrd, District ! : Brian Beck, District 2: Paul Meltzer, District 3 : Joe Holland. District 4: Brandon McGee, At Large Place 5: Jill Jester, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the day of 2025 GERARD HUDSPETH, MAYOR ATTEST: LAUREN THODEN, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY By: 018443.000001\4936-2907-4690.v7 45 018z813,000001\4936-2907J+690.v7 EXHIBIT “A“ [Petition for Consent to Addition of Land to be inserted] 018£H3,00000 !\493&2907d1690.v7 46 01 8443.00000 l\4936-29074690.v7 EXHIBIT I STRATEGIC PARTNERSHIP AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND SANCTUARY MUNICIPAL UTILITY DISTRICT NO. OF DENTON COUNTY STATE OF TEXAS COUNTY OF DENTON This Strategic Partnership Agreement (this “Agreement“) is entered into by the City of Denton, Texas (the “City”), and Sanctuary Municipal Utility District No. _ of Denton County, a political subdivision of the State of Texas, acting by and through its duly authorized Board of Directors (the “District”), under the authority of Section 43.0751 of the Texas Local Government Code (the “Local Government Code”). RECITALS WHEREAS, Local Government Code Section 43.0751 (the “Act”) authorizes the City and the District to negotiate and enter into a strategic partnership agreement by mutual consent; and WHEREAS, the District encompasses approximately acres, all of which is located within the City’s extraterritorial jurisdiction, described by metes and bounds and depicted on Exhibit 'W’ (the “Property”); and WHEREAS, this Agreement authorizes the City to annex all or certain portions of the Property for limited purposes for the purpose of collecting Sales and Use Tax Revenues (bereinafter defined) and to annex all of the Property for full purposes upon the terms contained herein; and WHEREAS, pursuant to this Agreement, the City will retain fifty percent (50%) of all Sales and Use Tax Revenues (hereinafter defined); and WHEREAS, the City and the District acknowledge that this Agreement provides benefits to each party, including revenue, services and regulatory benefits. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the District agree as follows: ARTICLE I 47 0 1 8443.000001 \4936-2907-4690.v7 01 8zP+3.000001\4936-2907-4690.v7 FINDINGS A. The District is a municipal utility district encompassing approximately that is located within the City’s extraterritorial jurisdiction. acres B. The District was created pursuant to Article XVI, Section 59, and Article III, Section 52(b)(3), of the Texas Constitution; C. h , 2025, the City Council adopted Resolution No. consenting to the annexation of additional acreage to the District (the “Annexation Resolution“). D. The District provided notice of two public hearings concerning the adoption of this Agreement following the District’s notification procedures for other matters of public importance, in accordance with the procedural requirements of the Act. E. The Board of Directors of the District conducted two public hearings regarding this Agreement, at which members of the public who wished to present testimony or evidence regarding this Agreement and the proposed limited purpose annexation were given the opportunity to do so, in accordance with the procedural requirements of the Act, on , 202J at p.m. n , and on , 202J at p.m. at F. The Board of Directors of the District approved this Agreement on 202_, in open session at a meeting held in accordance with Chapter 551 of the Texas Govemment Code G. The City provided notice of two public hearings concerning the adoption of this Agreement by publishing said notices in a newspaper of general circulation in the City and in the District, in accordance with the procedural requirements of the Act. H. The City Council conducted two public hearings regarding this Agreement, at which members of the public who wished to present testimony or evidence regarding this Agreement and the proposed limited purpose annexation were given the opportunity to do so, in accordance with the procedural requirements of the Act, on , 202_, at p.m. at the City Council Chambers, and on , 202 , at p.m. at the City Council Chambers. L The City Council approved this Agnanent on , 202_, in open session at a meeting held in accordance with Chapter 551 of the Texas Government Code, which approval occurred after the Board of Directors of the District approved this Agreement. J. All procedural requirements imposed by law for the adoption of this Agreement have been met. 018143.00000 l\4936-2907-+690.v7 48 018443.000001 \4936-2907-4690.v7 K. In accordance with the requirements of Subsection (p)(2) of the Act, this Agreement provides benefits to the City and the District, including revenue, services and regulatory benefits which are reasonable and equitable with regard to the benefits provided to the other. ARTICLE II DEFINITIONS Terms used in this Agreement shall have the following meanings: “Act” means the Texas Local Government Code, Section 43.0751, and any amendments thereto. “Agreement” means this Strategic Partnership Agreement between the City and the District. “Board of Directors” means the Board of Directors of the District. “City” means the City of Denton, Texas, a general law municipal corporation of the State of Texas. “City Council” means the City Council of the City. “City Share” means the City’s share of the Sales and Use Tax Revenues as defined in Section 4.2 of this Agreement. “Comptroller” means the Comptroller of Public Accounts for the State of Texas. “Consent Resolution” means the City’s Resolution No. consenting to the creation of the District. “Development Agreement” means the Development Agreement by and between the City and Owner, effective , 2025, regarding development of the Property. “District” means Sanctuary Municipal Utility District No. 1 and No. 2 of Denton County. “District Share” means the District’s share of the Sales and Use Tax Revenues as defined by Section 4.2 of this Agreement. “ETJ” means the extraterritorial jurisdiction of a city as defined by the Local Government Code, as amended. “Effective Date” means the date on which the City adopts this Agreement. 018'H3.00000 IVt936-2907-+690.v7 49 018443.000001\4936-2907-4690.v7 “Government Code” means the Texas Government Code, as amended. “Limited Purpose Annexation Perio(P means the period commencing on the effective date of the limited purpose annexation of the Limited Purpose Property and ending upon the full purpose annexation or disannexation of such property. “Limited Purpose Property” means the property in the District that is within the City’s ETJ and is annexed for limited purposes pursuant to this Agreement. “Local Government Code“ means the Texas Local Govenrment Code, as amended. “Notice” means notice as defined in Section 8.1 of this Agreement. “Party” means, individually, the City or the District, their successors and assigns as permitted by Section 8.8 of this Agreement. “Property” means the approximately acres within the City’s extraterdtorial jurisdiction, described by metes and bounds and depicted on Exhibit “A“ “Sales and Use Tax Revenues” means those revenues received by the City from the sales and use tax authorized to be imposed by the City-on sales conglmmated at locations within the Limited Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is not otherwise controlled or regulated, in whole or in part, by another governmental entity, authority or applicable law, ordinance, rule or regulation. “Tax Code” means the Texas Tax Code, as amended. ARTICLE III ADOPTION OF AGREEMENT AND LIMITED PURPOSE ANNEXATION OF COMMERCIAL PROPERTY 3.1 Public Hearings. The District and the City acknowledge and agree that prior to the execution of this Agreement, the governing bodies of the District and the City have conducted two public hearings for the purpose of considering the adoption of this Agreement and that such hearings were noticed and conducted in accordance with the terms of the Act, this Agreement and Chapter 551 of the Government Code. The District shall pay fees related to noticing required by the Act 3.2 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective on the date of adoption of this Agreement by the City. 3.3 Filing in Property Records. The City shall file this Agreement in the Real Property Records of Denton County, Texas. 0 18£k13.0CX)001\493629074690.v7 50 018443.000001\4936-2907-4690.v7 3.4 Limited Purpose Annexation. The District and the City agree that the City may annex all or any portion of the District for the limited purpose of collecting Sales and Use Tax Revenues within the District pursuant to Subsection (k) of the Act. The District acknowledges that the City Council may adopt one or more limited purpose annexation ordinances at one or more meetings conducted in accordance with Chapter 551 of the Government Code and further acknowledges that no additional notices, hearings or other procedures are required by law in order to approve such limited purpose annexations. The City may annex for limited purposes any portion of the District at any time after Owner, or any subsequent owner, submits a final plat for such property to the County. 3.7 Limited Purpose Property and Sales and Use Tax Revenue. For purposes of this Agreement, any property the City annexes for the limited purpose of collecting sales tax shall collectively be referred to as the "Limited Purpose Property"; and the sales and use taxes collected within the Limited Purpose Property shall be referred to as the "Sales and Use Tax Revenues" . 3.5 Consent to Limited Purpose Annexation. The District, on behalf of itself and all present and future owners of land within the District, hereby requests that the City annex the Limited Purpose Property for limited purposes as provided in this Agreement. The District consents to such annexation and to the collection of Sales and Use Tax Revenues by the City within such Limited Purpose Property. Such consent shall bind the District and all current and future owners of land within the District. ARTICLE IV TAXATION AND PROVISIONS OF SERVICES 4.1 Collection of Sales and Use Tax Revenues. The City may impose a sales and use tax within the Limited Purpose Property pursuant to Subsection (k) of the Act. The sales and use tax shall be imposed on all eligible commercial activities at the rate of two percent (2%), or other rate allowed under future amendments to Chapter 321 of the Tax Code and imposed by the City. Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section 321.102 of the Tax Code. 4.2 Payment of Sales and Use Tax. In return for the benefits received by the City pursuant to this Agmemenl the City shall pay to the District an amount equal to fifty percent (50%) of the Sales and Use Tax Revenues paid to the City as reflected in sales tax reports provided by the Comptroller to the City to be used for any lawful purpose of the District. All amounts payable to the District are hereafter referred to as the “Distdct Share.” The City shall pay the District Share within thirty (30) days after the City receives the payment and the sales tax report reflecting such revenue horn the Comptroller. Any payment of the District Share not made within such thirty (30) day period shall bear interest calculated in accordance with Section 2251.025 of the Government Code. The City shall retain all Sales and Use Tax Revenues that do not constitute the District Share (the “City Share”). The City shall deliver to the District a condensed version of each 01 8'H3.000001\4936-2907-4690.v7 51 018443.000001\4936-29074690.v7 monthly area sales tax report provided by the Comptroller, containing only the contarts of the sales tax report relating to retail sales and retailers in the Property within thirty (30) days of the City’s receipt of the sales tax report. 4.3 Notification of Comptroller. The City shall send notice of this Agreement, togetha with other required documentation, to the Comptroller in the manner provided by Section 321.102 of the Tax Code, after the City Council annexes any portion of the Limited Purpose Property for limited purposes. ARTICLE V FULL PURPOSE ANNEXATION 5.1 Full Purpose Annexation and Conversion Date. In accordance with the provisions of Section 43.0751 (f)(5) of the Act, the District consents to the full purpose annexation of the District by the City at any time on or after one hundred percent (100%) of the land in the District has been developed with water, sanitary sewer, and drainage facilities and roads (collectively, “Facilities”) and the District has issued its bonds to fully reimburse the developer of such Facilities to the fUllest extent allowed under the then current rules of the Texas Commission on Environmental Quality. The City agrees not to annex the District for full municipal purposes prior to such time. At least sixty (60) days prior to the date the City intends to annex the District, the City shall provide the Distdct with a written notice of intent to annex the District and the date planned for annexation, which date shall constitute the full purpose annexation conversion date WIder the Act. The City further agrees that the full purpose annexation of the District by the City is further subject to the limitations contained in the Development Agreement. 5.2 Assumption of District Duties. Prior to the full purpose annexation conversion date, the District remains authorized to exercise all powers and functions of a municipal utility district provided by existing law or any amendments or additions thereto. The District's assets, liabilities, indebtedness, and obligations will remain the responsibility of the District during the period preceding fall-purpose annexation and conversion. The District agrees that beginning on the Effective Date and until the full purpose annexation conversion date, the District shall maintain all of its roadway, property and utility infrastructure in good condition and repair. Upon the fun purpose annexation conversion date Sections 43.075(c) and (d) of the Act shall apply and, (i) the City shall succeed to the powers, duties, assets, and obligations of the District; and (ii) the City shall take over all the property and other assets of the District, assume all the debts, liabilities, and obligations of the District, and perform all the fUnctions of the District. The City and the District awe to fully comply with all requirements in Section 43.075 of the Texas Local Government Code ARTICLE VI TERM This Agreement commences on the Effective Date and continues until the City annexes all 01 &U3.000CX)IV193G2907-i690.v7 52 018443.00000 l\4936-2907Jt690.v7 of the Property for full purposes in accordance with the terms hereof. The provisions of this Agreement relating to the collection of sales and use tax will automatically terminate with regard to any portion of the Property upon disannexation or full purpose annexation of such property. ARTICLE VII BREACH. NOTICE AND REMEDIES 7.1 Notification of Breach. If either Party commits a breach of this Agreement, the non-breaching Party shall give Notice to the breaching Party that described the breach in reasonable detail. 7.2 Cure of Breach. The breaching Party shall commence curing such breach within fourteen (14) calendar days after receipt of Notice of the breach and shall complete the cure within fourteen (14) calendar days from the date of commencement of the cure; however, if the breach is not reasonable susceptible to cure by the breaching Party within such fourteen (14) day period, the non-breaching Party shall not bring any action so long as the breaching Party has commenced to cure the breach within such fourteen (14) day period and diligently completes the cure within a reasonable time without unreasonable cessation. 7.3 Remedies for Breach. If the breaching Party does not substantially cure such breach within the stated period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, seek relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus and injunctive relief; provided, however, the non-breaching Party shall not be entitled to terminate this Agreement. The Parties specifically waive any right that they have or in the future may have to terminate this Agreement. Damages, if any, to which any non-breaching Party may be entitled shall be limited to actual damages and shall not include special or consequential damages. ARTICLE VIII ADDITIONAL PROVISIONS 8.1 Notices. All notices under this Agreement ('Notice”) shall be in writing, shall be signed by or on behalf of the Party giving the Notice, and shall become effective as follows: (a) on the third (3rd) business day after being deposited with the United States mail service, Certified Mail, Return Receipt Requested with a confirming copy sent by facsimile; (b) on the day delivered by private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the Notice is addressed); or (c) otherwise on the day actually received by the person to whom the Notice is addressed, including, but not limited to, delivery in persona and delivery by regular mail. All Notices given pursuant to this section shall be addressed as follows: To the City:Ann: City Manager 01 8443.0(X)(>01\4936-2907J+690.v7 53 018'IP13.000001\4936-2907.4690.v7 City of Denton, Texas 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 District:Sanctuary Municipal Utility District No. of Denton County c/o Coats Rose, P.C. AHn: Mindy L. Koehne 16000 N. Dallas Parkway, Suite 350 Dallas, Texas 75248 8.2 No Waiver. Any failure by a Party to insist upon strict performance by the other Party of any 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 of the provisions of this Agreement. No provision of this Agreement may be waived except in writing signed by the Party waiving such provision Any waiver shall be limited to the specific purpose for which it is given. No waiver by any Party hereto 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. 8.3 Governing Law and Venue. This Agreement must be construed and enforced in accordance with the laws of the State of Texas, as they apply to contracts performed within the State of Texas and without regard to any choice of law rules or principles to the contrary. The Parties acknowledge that this Agreement is performable in Denton County, Texas, and hereby submit to the jurisdiction of the courts of Denton County, Texas, and agree that any such court with proper jurisdiction shall be a proper forum for the determination of any dispute arising hereunder. 8.4 Authority to Execute. The City warrants that this Agreement has been approved by the City Council in accordance with all applicable public meeting and 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 authorized to do so. The District warrants that this Agreement has been approved by the Board in accordance with all applicable public meeting and public notice requirements (including, but not limited to, notices required by the Open Meetings Act) and the individual executing this Agreement on behalf of the District has been authorized to do so. 8.5 Entire Agreement; Severability. This Agreement constitutes the entire agreement 018443.000001\4936-2907J+690.v7 54 018zY3.000001 \4936-2907-4690.v7 between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Agreement. 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, 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. 8.6 Changes in State or Federal Law. If any state or federal law changes so as to make it impossible for the City or the District to perform its obligations under this Agreement, the Parties will cooperate to amend this Agreement in such a manner that is most consistent with the original intent of this Agreement and legally possible. 8.7 Additional Documents and Acts. The Parties agree that at any time aBer execution of this Agreement, they will, upon request of the other Party, execute and/or exchange any other documents necessary to effectuate the terms of this Agreement and perform any further acts as the other Party may reasonably request to effectuate the terms of this Agreement. 8.8 Assignability, Successors and Assigns. This Agreement shall not be assignable by any Party without the other Party’s written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective representatives, successors and assigns. 8.9 Amendment. This Agreement may be amended only by written agreement with approval of the governing bodies of both the City and the District. 8.10 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its counsel, have reviewed and revised this Agreement and 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 or any amendments or exhibits hereto. As used in this Agreement, the term “including” means “including, without limitation” and the term “days” means calendar days, not business days. Wherever required by the context, the singular shall include the plural, and the plural shall include the singular. Each defined term herein may be used in its singular or plural form whether or not so defined 8.11 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City and the District. Neither the City nor the District intends by any provision of this Agreement to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this Agreement or otherwise upon anyone other than the City and the District. 8.12 Governmental Powers. By execution of this Agreement, neither the City nor the District waives or surrenders any of its respective governmental powers, immunities or rights, except as specifically waived pursuant to this section. The City and the District mutually waive their governmental immunity from suit and liability only as to any action brought by a Party to 018443.000001\4936-2907.4690.v7 55 01 8':H3.000001\4936-2907J+690.v7 pursue the remedies available under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or immunities that the City or the District has with respect to suits against the City or the District by persons or entities not a party to this Agreement. Nothing in this Agreement is intended to delegate or impair the performance by the City of its governmental functions, and the City waives any claim or defense that any provision of this Agreement is unenforceable on the grounds that it constitutes an impermissible delegation or impairment of the City’s performance of its governmental fbnctions. 8.13 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement are incorporated into this Agreement by reference for the purposes set forth herein, as follows: Exhibit A Legal Description and Map of Property 8.14 Counterpart Originals. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 01 W3.00C>00 l\4936-2907J1690.v7 56 018443.000001\4936-29074690.v7 CITY OF DENTON, TEXAS By: City Manager Date: ArrEST: By: City Secretary APPROVED AS TO FORM By: City Attorney STATE OF TEXAS g § This instrument was acknowledged before me, the undersigned notary, on the of , , by , City Manager, and Secretary, of the city of Denton, Texas, on behalf of said city. COUNTY OF DENTON day _, City Notary Public in and for the State of Texas (NOTARY SEAL) 018443.00000 l\4936-2907-4690.v7 57 018443.000001\4936-2907-4690.v7 SANCTUARY MUNICIPAL UTEITY DISTRICT NO. OF DENTON COUNTY By: Name: Title: Date: STATE OF TEXAS g COUNTY OF § This instrument was acknowledged before me, the undersigned notary, on the day of by , of the Board of Directors of Sanctuary Municipal Utility District No. of Denton County, on behalf of said district. Notary Public in and for the State of Texas (NOTARY SEAL) 01 8K3.00000 l\493&2907-4690.v7 58