Ponder Farms Development Agreement Denton County
Juh Luke
County Clerk
Instrument Number: 130257
ERecordings-RP
AGREEMENT
Recorded On: December 02, 2024 11:02 AM Number of Pages: 30
" Examined and Charged as Follows: "
Total Recording: $141.00
***********THIS PAGE IS PART OF THE INSTRUMENT***********
Any provision herein which restricts the Safe, Rental or use of the described REAL PROPERTY
because of color or race is invalid and unenforceable under federal law.
File Information: Record and Return To:
Document Number: 130257 Simplifile
Receipt Number:
Recorded Date/Time: December 02, 2024 11:02 AM
User: Kerry H
Station: Station 4
STATE OF TEXAS
Ga'UN COUNTY OF DENTON
tom'
I hereby certify that this Instrument was FLED In the File Number sequence an the date/time
( printed hereon, and was duly RECORDED in the Official Records of Denton County,Texas.
¢ Juli Luke
1846 County Clerk
Denton County,TX
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement") is entered into by and between TCCI
CHURCHU,L, LLC, a Texas limited liability company (the "Owner"), Ponder Farms Municipal
Utility District of Denton County,a political subdivision of the State of Texas(the"District"),and
the City of Denton, Texas(the"City"),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
W I IEREAS, certain terms used herein are defined mi Article 1; and
WHEREAS, the Owner and the City (which are sometimes individually referred to as a
"Egr I I!y" and collectively as the"Parties') desire to enter into this Agreement; and
WHEREAS, the Owner owns an approximately 274.991-acre tract of land described by
metes and bounds on Exhibit A and depicted on Exhibit B attached hereto and incorporated herein
(the"Pro e "); and
WHEREAS,the Property is located wholly within the extraterritorial jurisdiction("ETF')
of the City; and
WHEREAS, the Property is located within the boundaries of Ponder Farms Municipal
Utility District of Denton County; and
WHEREAS, the Owner intends to develop the Property as part of a master planned
residential development, consisting of approximately 1,250 single-family connections (the
"Developme '), and
WHEREAS,the Parties intend that the Property will be developed in accordance with the
agreed concept plan(the"Concgpt 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
W REREAS,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 District, as depicted on Exhibit E attached hereto (collectively, the
"Onsite Roadway Improvements"and, collectively with the Utility Improvements defined herein,
.
the"Public Infrastructure");And
W H EREAS, the City has determined that full development of the Property as provided
herein will promote local economic development within the City and will stimulate business and
commercial activity within the City, which will drive infrastructure investment and job creation,
and have a multiplier effect that increases both the City's tax base and utility revenues; and
WREREAS, the Parties have determined that the Development will increase the quality
of housing within the City; and
WHEREAS, the Owner shall submit plats of all or a portion of the Development in
accordance with the Governing Regulations and this Agreement; and
WHEREAS, the City and the Owner agree that the Development can best proceed
pursuant to a development agreement such as this Agreement; and
WHEREAS, as the Property is within the City's ETJ, the Parties have the authority to
enter into this Agreement pursuant to Section 212, Subchapter G of the Texas Local Government
Code and other applicable law; and
NOW,THEREFORE, for and in consideration of the mutual covenants of the Parties set
forth in this Agreement and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged,the Parties agree as follows:
ARTICLE I
GENERAL TERMS AND DEFINFRONS
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:
Building Codes is defined in Section 7.1(e).
CCN means Certificate of Convenience and Necessity issued by the Texas Public Utility
Commission.
Lity is defined in the introductory paragraph.
City Assignee is defined in Section 12.2.
City Council means the city council of the City.
City Regulations is defined in Section 7.1(a).
Conceit Plan means the concept plan as shown in Exhibit C.
Coup t is defined in the Recitals.
y
Development is defined in the Recitals.
Development Standards means the development standards attached hereto as Exhibit D.
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District is defined in the Recitals.
Effective Date is defined in the introductory paragraph.
End-Buyer is defined in Section 13.1.
ETJ is defined in the Recitals.
Governing Regulations is defined in Section 7.1.
ILA is defined in Section 6.2(a).
ffsite Water jMrovements 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 oadway Im2rovements is defined in the Recitals and reflected in Exhibit E.
nsite Water Improvements is defined in the Recitals.
.Oversized Improvements is defined in Section 3.5.
Owner is defined in the introductory paragraph.
Owner Assignee is defined in Section 12.1(a).
Parties means the Owner and the City.
Party means the Owner or the City.
PropgM means the real property described by metes and bounds on Exhibit A and depicted
on Exhibit B.
Public Infrastructure means the Onsite Roadway Improvements and the Utility
Improvements.
TCE is defined in the Recitals.
TPDES Permit meansOwner's Texas Pollutant Discharge Elimination System Permit No.
W0016070001.
Utility Improvements means the Water Improvements, Wastewater Improvements,
Drainage, and Stormwater Improvements.
Wastewater IMprovements is defined in the Recitals.
3
Water Improvements means the Offsite Water Improvements and the nsite Water
Improvements.
Drainage and Stormwater Improvements means the Offsite Drainage and Stormwater
Improvements and the Onsite Drainage and Stormwater Improvements.
ARTICLE 11
DISTRICT BONDS
2.1 Limitation of Powers. Except as provided in this Agreement, nothing herein is
intended to limit, impair, or conflict with the authority of or powers granted to the District by the
Texas Constitution, Texas Water Code, Texas Local Government Code, or any other current or
future statute applicable to such districts.
2.2 District Bonds. The District shall adhere to the following requirements relating to
the issuance of bonds:
(a) The District may issue bonds for wastewater system infrastructure, water system
infrastructure, service fees, road system infrastructure, drainage and storm water control
infrastructure, 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 District may reimburse Owner for the costs associated with the construction of
such infrastructure necessary to serve the District and any other infrastructure costs, creation costs
and developer advances for the District's operating expenses that may be reimbursed in accordance
with TCEQ rules and regulations.
(c) The District shall not issue bonds for infrastructure other than infrastructure that
shall be ultimately owned by the District or the City.
(d) The District may issue bonds for the purpose of purchasing committed capacity in,
or paying for contract rights related to,water supply or wastewater treatment or collection facilities
and services, subject to TCEQ rules and regulations.
(e) The District may finance the oversizing of water, sewer or drainage facilities to
serve areas within the Property that are outside the District, provided that the requirements of 30
Texas Administrative Code Section 293.44(a)(8)are satisfied.
(f) The District will not issue bonds if the total tax rate (as calculated by the TCEQ
rules)would exceed$1.20 per$100 of assessed valuation.
ARTICLE Uf
WATER AND WASTEWATER SERVICE AND IMPROVEMENTS
3.1 Water Service. The City currently holds water CC N No. 10195 to provide retail
4
water service to the Property, and the Parties intend for the City to be the exclusive retail provider
of water service to the Property and to customers located within the Property. Such retail water
service shall be provided at the rates and pursuant to the terms provided in the Utility Service
Agreement between the City, the Owner, and the District in a form agreed-upon by the City, the
Owner,and the District. The City's obligations to provide water service to the Development or the
District under any agreement shall be subject to the condition precedent that the Owner and the
District have not defaulted under this Agreement.
3.2 Wastewater Service. The City currently holds CC N No. 20072 to provide retail
wastewater service to the Property, and the Parties intend for the City to be the exclusive retail
provider of wastewater service to the Property and to customers located in the Property. Such retail
water service shall be provided a the rates and pursuant to the terms provided in the Utility Service
Agreement between the City, the Owner, and the District in a form agreed-upon by the City, the
Owner,and the District. The City's obligations to provide water service to the Development or the
District under any agreement shall be subject to the conditions precedent that the Owner and the
District have not defaulted under this Agreement.
3.3 Inspections, Acceptance of Utilily Improvements.
(a) No Release. The City shall not release the Owner from its responsibility to
construct, or ensure the construction of, adequate Utility Improvements in
accordance with approved engineering plans, construction plans, and other
approved plans related to development of the Property.
(b) Approval of Plats/Plans. Approval of plats, permits, plans, designs or
specifications by the City shall be in accordance with the Governing Regulations,
City's current published Design Criteria, and the Utility Service Agreement
between the City, the Owner, and the District. Approval by the City, the City's
engineer or other City employee or representative of any plats, permits, plans,
designs or specifications submitted pursuant to this Agreement, the City's current
published Design Criteria, or the Utility Service Agreement shall not constitute or
be deemed to be a release of the responsibility and liability of Owner, its engineer,
employees, officers or agents for the accuracy and competency of their design and
specifications. Further,any such approvals shall not be deemed to be an assumption
of such responsibility and liability by the City for any defect in the design and
specifications prepared by Owner or Owner's engineer, or engineer's officers,
agents or employees, it being the intent of the Parties that approval by the City's
engineer signifies the City's approval on only the general design concept of the
improvements to be constructed. All plats and plans of Owner related to the
Property shall meet the requirements of the applicable City's current published
Design Criteria.
3.4 Impact Fees and other Development,Fees. Owner and the District acknowledge
and agree that the Property will be subject to the assessment of water impact fees, as well as other
dedication, construction, and fee requirements pursuant to a Utility Service Agreement entered
between Owner,the District,and the City.
5
ARTICJU�EIV
�QADWAYS
submit to the City a full traffic impact analysis
4.1 Trpfflfi:,iMRA�c"�'Llysis- owner will sub on or the -initial construction
of a preliminary Plat application
(the Prior to the submittal include construction triggers for the life Of the
engineering Plan application. The TIA shall
Development- ToVements. All Onsite Roadway
S I d and constructed by
1 1 e�l,�� , shall be design 4.2' D, and Construction of onsite Roadw ,
_E, "v h City agrees that
Zhib�ii ch The
Improvements, as shown Hance with the Gov ng Regulations
owner,at owner,s sole cost,In cOmPl'an ments May follow phasing of the Development-
phasing of any onsite RoadwaY Improve owner agrees to comply with any applicable City Or
4.3 Dedication of FtiRh�f-W�a - the District, including, but not
of rights-Of-way within
County Mobility plan for the dedication I Exhibit F attached hereto.
limited to,the Ons1te Roadway Improvements shown or
AR TICS EV
IDPLAIN
STIO-RMWATER DRAINAGE- FLOC
ion of construction engineering plans for the Development that impact
Prior to submiss' n,Owner shall submit to the City's engineer a downstream assessment
FENJA-designated floodplai . . C'CLOW),if needed,for review and approval by the City
and conditional letter of map revision Agreement and to avoid and reduce uncertainties
prior to submission. Solely for Purpose of this Ag (as hereinafter defined), floodplain
cement of Governing Regulations , an Alternate ESA Plan approval-
related to the enfor City
Division One ETJ shall not trigger
reclamation within the C
ARTICLE V1
%_WLj
MUNIQPAL SO111-6—WASTE/RECYC"JING SERVI'l
Service. The Parties agree that the Property shall
cost-effective manner.
C111,3al Solid Waste,"fl:e clin
6.1 11' t recycling service in the most a contract with a
be served with municipal solid the District enters into provide the City
din, the foregoing, before Owner and/or
ice provider, owner and/or the District must
Notwithstanding service i from any municipal solid
municipal solid offers that owner and/or the District receives The City
with any and all bona fide provide such service to the Property-
iders that can legally prov offer from the
waste/recycling service prov to owner and/or the District an
o)business days to Provide e PrOPertY- The Parties agree that if
shall then have thirty (3 service to th- -
I lid waste/recycling
City to provide municipal so -effective offer received by owner and/or
the City's offer is substantially similar-to the most cost provider that can legally provide
municipal solid waste/recycling service _municipal solid waste/recycling
the District from another Muni obtain
service to the Property,owner and/or the District must f sim ,"as used in this Section 7-1,
such from the City.
The term"substantiall� e level of service at approximately
service to the Property ft ide approximately the sarn cling
means that the terms of the offers provide istrict. Rates for municipal solid waste/re cy
-up costs to Owner and/or the D erty will be pursuant to the then applicable
the same start d within the Prop Rate Ordinance-
service applicable to customers locate the City's Utility
rate schedule,as approved by the City Council and published in
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IC LE VI 1
E I, 1' LEN G�.L x S
7.1 Governing ggVj_atjons. Development of the Property
shall be governed solely by
the following regulations (collectively,the"
ver g�lations"):
(a) the applicable City regulations, as may lawfully be amended at any time,
that City's h Division I ETJ, incl jding,but
hat are uniformly enforced w
not limited to,the following(collectively,
i The City's regulations that apply to the City's Division I ETI;
ii Subchapter 2 (Administration and Procedures) of the Denton
Development Code;
(iii) Development and subdivision 8®f the Delations mo ntai Development Code,
in Section 3.4,
Subchapter 7, and Subchapter
as amended, together with applicable Design Criteria Manuals,
Denton Mobility Plan,and other approved Master Plans of the City,
l of
as amended, and the most recent Specifications Central
TexasPublic
c®uWorks
Governments Standard Sp
Construction, as amended or replaced;
(iv) All plumbing infrastructure for structures codeine effect when the
ed on the Property
shall comply with the City's plumbing Permit
structure is constructed, including, without limitation,
requirements;
in Section 7.4
(v) Environmental regulations, ass ®f the Denton enton Development
(Environmentally Sensitive Areas)
Code,as applicable in the Division I EV as of the Effective Date of
this Agreement;
(vi) Applicable water and wastewater connection' construction and on-
ned within Chapterf the
site operation requirements, contai
d Subchapters,s7 and 8
Denton Code of Ordinances, as amended, er
of the Denton Development Code, as amended, the Denton ted
and Wastewater Criteria Manual, as amended and as supplement
by the Texas Water Code,as amended,
eLTdt�t the
Texas
de, as amen ed and
sources
Code, as amended, the
applicable administrative standards of the TCEQ, as amended;
(vii) Applicable Flood Protection, Drainage and related standards, as
contained within Chapter 30 of
®f theenton Denton Development Code,as
nt Code, as
ended, Subchapters 7 and d
amended,the Denton tormwater Criteria Manual, as amend
7
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 Tkdantgement Administration, as
amended;
(viii) Gas well platting, drilling and production standards, as contained
within Subchapters 2 and 6 of the Denton Development Code, as
amended and as supplemented by requirements of the Texas
Utilities Code, as amended, the Texas Natural Resources Code, as
amended, the Texas Water Code, as amended, and applicable
administrative standards of the Texas Railroad Commission and
TCEQ, as amended, and single family lots and amenity/park space
shall be setback a minimum of 300 feet from gas wells, measured in
a straight line from the well head to the nearest single family
property line.
(b) technical codes including all international codes adopted by the City in
effect on the Effective Date,and as lawfully may be amended at any time;
(c) the Concept Plan attached hereto as .phi bit C and amended from time
_ as
to time in accordance with this Agreement (the "Concept Plan"), which
Concept Plan is considered to be a development plan as provided for in
Section 212.172 of the Texas Local Government Code;
(d) the development standards set forth on _Exhibit D attached hereto (the
"Development Standards");
(e) the building codes of the City, as amended, provided such building codes
are adopted by ordinance and uniformly applied throughout the City (the
"Building Codes").
7.2 Conflicts.
(a) In the event of any conflict between this Agreement and any ordinance,rule,
regulation, standard, policy, order, guideline or other City-adopted or City-
enforced requirement, whether existing on the Effective Here or hereafter
adopted,this Agreement shall control.
(b) In the event of any conflict between the Development Standards and any
other part of the Governing Regulations, the Development Standards shall
control.
7.3 Manufactured Home. One (1) manufactured home shall be permitted on the
satisfy on-site voter requirements of the TCEQ with respect
Property at any time as necessary to
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to any District election held for any purpose.
ARTICLE VfII
DEVELOPMENT PROCESS AND CHARGES
8.1 Fees. Except as specifically described below,Owner shall be subject to those water
and wastewater fees and charges and other related fees due and payable to the City in connection
with the development of the Property that are charged uniformly to other Division I ETJ
developments or required as a result of other provisions of this agreement or other agreements
between the Owner, the District, and/or the City. All Capital Recovery Fees applicable to
individual lots will be due and payable by Owner pursuant to the Governing Regulations. Owner
shall pay any fees or penalties that accrue due to violation of the Governing Regulations as
provided therein.
8.2 Building Permits. Owner, or any subsequent owner of any portion of the Property,
- -1s tructur
as appropriate, shall request and obtain a building permit from the City for every s e that is
constructed on the Property. The City shall allow Owner to request and obtain building permits
for no more than four model homes prior to the filing of a final plat. All fees charged to Owner,
or any subsequent owner of any portion of the Property, for building permits shall be the fees that
the City charges for building permits inside the corporate boundaries of the City pursuant to its
lawfully adopted fee schedule.
ARTICLE IX
PARKS/TRAILS
The Owner agrees to develop a minimum 10-foot wide trail on both sides of TN Skiles
Road, both sides of the roadway to the future connection point of Amyx Road, and on the north
side of FM 2449 in the portion of the development to assist in connecting the District's trail
network to the City's city-wide trail network. The Owner agrees to abide by the City of Denton's
Development Regulations as stated in Article VII.
ARTICLE X
TERM
The term of this Agreement shall be for a period of thirty (30) years after the Effective
Date,except that Exhibit D,plus all provisions of this Agreement related to Exhibit D shall have
a term of forty-five(45)years. The Parties may extend the term of this Agreement if they execute
an agreement in writing.
ARTILt_,FXJ
EVENTS OF.DEFAULT. REMEDIES
11.1 Events of Default. No Party shall be in default under this Agreement until notice
of the alleged failure of such Party to perform has been given in writing (which notice shall set
forth in reasonable detail the nature of the alleged failure) and until such Party has been given a
reasonable time to cure the alleged failure (such reasonable time to be determined based on the
9
nature of the alleged failure, but in no event more than 30 days after written notice of the alleged
failure has been given). Notwithstanding the foregoing, no Party shall be in default under this
Agreement if, within the applicable cure period, the Party to whom the notice was given begins
performance and thereafter diligently and continuously pursues performance until the alleged
failure has been cured and within such 30-day period gives written notice to the non-defaulting
Party of the details of why the cure will take longer than 30 days with a statement of how many
days are needed to cure.
11.2 Remedies. If a Party is in default,the aggrieved Party may,at its option and without
prejudice to any other right or remedy under this Agreement seek any relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, or
actions for specific performance, mandamus, or injunctive relief. NOTWITHSTANDING THE
FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL ENTITLE
THE AGGRIEVED PARTY TO TERMINATE THIS AGREEMENT ORLIMIT THE TERM OF
THIS AGREEMENT.
,kRTICLE X11
ASSIGNMENT AND Eli CLTNIBRANCE
12.1 Assi nent by Owner to Successor Owners.
Sm
(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 Assig,nee")that (1) 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 at least fifteen(15)days prior to the effective
date of the assigm-nent, which notice shall include a copy of the proposed
assignment document together with the name, address, telephone number, and e-
mail address (if available) of a contact person representing the Owner Assignee.
(b) Each assignment shall be in writing executed by Owner and the Owner Assignee
and shall obligate the Owner Assignee to be bound by this Agreement to the extent
this Agreement applies or relates to the obligations, rights, title, or interests being
assigned. A copy of each fully executed assigm-nent 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
from any liability that results from the Owner Assignee's failure to perform the
assigned obligations;provided,however,if a copy of the assignment is not received
10
by the City within 15 days after execution, Owner shall not be released until the
City receives such copy of the assigninent.
(c) No assignment by Owner shall release Owner from any liability that resulted from
an act or omission by Owner that occurred prior to the effective to of the
assignment unless the City approves the release in writing.
(d) Owner shall maintain written records of all assignments made by Owner to Owner
Assignees, including a copy of each executed assignment and the Owner
Assignee's Notice information as required by this Agreement, and, upon written
request from another Party, shall provide a copy of such records to the requesting
person or entity.
12.2 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 at least 15 days prior to the
effective date of the assignment, which Notice shall include a copy of the proposed assignment
document together with the name, address, telephone number, and e-mail address of a contact
person representing the City Assignee who Owner may contact for additional information. Each
assignment shall be in writing executed by the City and the City Assignee and shall obligate the
City Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the
obligations, rights,title, or interests being assigned. A copy of each fully executed assignment to
a City Assignee shall be provided to all Parties within 15 days after execution. From and after
such assignment, Owner agrees to look solely to the City Assignee for the performance of all
obligations assigned to the City Assignee and 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 within 15 days after execution,the City shall not be released
until Owner receives such copy of the assignment. No assignment by the City shall release the
City from any liability that resulted from an act or omission by the City that occurred prior to the
effective date of the assignment unless Owner approves the release in writing. The City shall
maintain written records of all assignments made by the City to City Assignees, including a copy
of each executed assignment and the City Assignee's Notice information as required by this
Agreement, and, upon written request from another Party, shall provide a copy of such records to
the requesting person or entity.
12.3 Encumbrance by Owner and Assignees. Owner and Owner Assignees have the
right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or
otherwise encumber any of their respective rights, title, or interest under this Agreement for the
benefit of their respective lenders without the consent of, but with prompt written Notice to, the
City. The collateral assignment, pledge, grant of lien or security 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 has been given a copy of the documents creating the lender's interest, 'including
11
Notice (hereinafter defined) information for the lender, then that lender shall have the right but
not the obligation,to cure any default under this Agreement and shall be given a reasonable time
to do so in addition to the cure periods otherwise provided to the defaulting Party by this
Agreement;and the City agrees to accept a cure offered by the lender as if offered by the defaulting
Party. A lender is not a Party to this Agreement unless this Agreement is amended, with the
consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this
Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or
assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial
or non judicial. Any purchaser from or successor owner through a lender of any portion of the
Property shall be bound by this Agreement and shall not be entitled to the rights and benefits of
this Agreement with respect to the acquired portion of the Property until all defaults under this
Agreement with respect to the acquired portion of the Property have been cured.
12.4 Transfer of Warranties. Any Public Infrastructure that are transferred to the City
shall be accompanied by all applicable third-party bonds and warranties related to construction
and maintenance of such Public Infrastructure.
12.5 Assignees as Parties. An assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance with this Agreement shall be
considered a "Party" for the purposes of this 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 related documents to the extent
of said ownership or ownership interest.
12.6 No Third-Parly 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 XYH
RECORDATION
13.1 Binding Obligations. This Agreement and all amendments hereto (including
amendments to the Concept Plan as allowed in this Agreement) and assignments hereof shall be
recorded in the deed records of the County. This Agreement binds and constitutes a covenant
running with the Property. Upon the Effective Date, this Agreement shall be binding upon the
Parties and their successors and assigns permitted by this Agreement and forms a part of any other
requirements for development within the Property. This Agreement, when recorded, shall be
binding upon the Parties and their successors and assigns as permitted by this Agreement and upon
the Property; however, this Agreement shall not be binding upon, and shall not constitute any
encumbrance to title as to, any end-buyer/homebuyer of a fully developed and improved lot (an
"End-BWer") 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.
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ARTICLE XIV
ADDITIONAL PROVISIONS
14.1 Recitals. The recitals contained in this Agreement: (a)are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council of the City; and (d) reflect the final
intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes
necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by
the recitals,shall be taken into consideration and,to the maximum extent possible,given full effect.
The Parties have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered
into this Agreement.
14.2 Notices. Any notice, payment or instrument required or permitted by this
Agreement to be given or delivered to any party shall be deemed to have been received when
personally delivered or transmitted by telecopy or facsimile transmission (which shall be
immediately confirmed by telephone and shall be followed by mailing an original of the same
within 24 hours after such transmission) or 72 hours following deposit of the same in any United
States Post Office, registered or certified mail,postage prepaid, addressed as follows:
To the City: Attn: City Manager
City of Denton
215 E McKinney St
Denton, TX 76201
With a copy to: Attn: City Attorney
City of Denton, Texas
215 E. McKinney St.
Denton, TX 76201
To the Owner: Attn: Tommy Cansler
TCCI CHU RC HELL,LLC
14675 Dallas Parkway, Suite 575
Dallas, Texas 75248
With a copy to: Attn: Mindy L. Koehne
Coats Rose, P.C.
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.
14.3 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
13
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement,the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party,regardless
of which Party originally drafted the provision.
14.4 Time. In this Agreement, time is of the essence and compliance with the times for
performance herein is required.
14.5 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements(including, but not limited to, notices required by the Texas
Open Meetings Act) and that the individual executing this Agreement on behalf of the City has
been duly authorized to do so. The Owner represents and warrants that this Agreement has been
approved by appropriate action of the Owner, and that the individual executing this Agreement on
behalf of the Owner has been duly authorized to do so. Each Party respectively acknowledges and
agrees that this Agreement is binding upon such Party and is enforceable against such Party, in
accordance with its terms and conditions and to the extent provided by law.
14.6 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements,whether oral or written,covering the subject matter of
this Agreement. This Agreement shall not be modified or amended except in writing signed by
the Parties.
14.7 Severabili1y. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision
shall be deleted from this Agreement; (b)the unenforceable provision shall,to the extent possible
and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the
intent of the Parties; and(c)the remainder of this Agreement shall remain in full force and effect
and shall be interpreted to give effect to the intent of the Parties.
14.8 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in Denton County. Exclusive venue for any action to enforce or
construe this Agreement shall be in the Denton County District Court.
14.9 Non-Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party of any to or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
14.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
14
14.11 Further Documents. The Parties agree that at any time after execution of this
Agreement, they will, upon request of another Party, execute and deliver such further documents
and do such further 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.
14.12 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A Legal Description of the Property
Exhibit B Depiction of the Property
Exhibit C Concept Plan
Exhibit D Development Standards
Exhibit E Roadway Improvements
Exhibit F Offsite Water Improvements
14.13 Governmental Powers; Waivers of Immuni1y By its execution of this Agreement,
the City does not waive or surrender any of its respective governmental powers, immunities, or
rights except as provided in this section. The Parties acknowledge that the City waives its
sovereign immunity as to suit solely for the purpose of adjudicating a claim under this Agreement.
This is an agreement for the provision of goods or services to the City under Section 271.151 et
seq. of the Texas Local Govermnent Code.
14.14 Force Majeure. Each Party shall use good faith, due diligence and reasonable care
in the performance of its respective obligations under this Agreement and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within three business days after the occurrence of a force majeure,
the Party claiming the right to temporarily suspend its performance, shall give notice to all the
Parties, including a detailed explanation of the force majeure and a description of the action that
will be taken to remedy the force majeure and resume full performance at the earliest possible
time. The to "force majeure" shall 'include events or circumstances that are not within the
reasonable control of Party whose performance is suspended and that could not have been avoided
by such Party with the good faith exercise of good faith, due diligence and reasonable care.
14.15 Amendments. This Agreement cannot be modified,amended, or otherwise varied,
except in writing signed by the City and Owner expressly amending the terms of this Agreement.
14.16 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration,the sufficiency of which is hereby acknowledged.
14.17 Certifications. Owner makes the following certifications:
15
(a) Pursuant to Texas Government Code Chapter 2271,as amended,the Owner verifies
that at the time of execution and delivery of this Agreement and for the term of this
Agreement neither the Owner, its parent companies, nor its common-control
affiliates currently boycott or will boycott Israel. The to "boycott Israel" as used
in this paragraph has the meaning assigned to the to "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 (1) 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, 87h 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 are it will not boycott energy companies
during the to of this Agreement. The terms "boycotts energy companies" and
"boycott energy companies"have the meaning assigned to the to "boycott energy
company" in Section 809.001, Texas Government Code. For purposes of this
paragraph, "Company" means a for-profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership, limited
liability partnership, or limited liability company, including a wholly owned
subsidiary,majority-owned subsidiary,parent company,or affiliate of those entities
or business associations, that exists to make a profit, but does not *include a sole
proprietorship.
(d) Pursuant to Chapter 2274 of the Texas Government Code(as added by Senate Bill
19, 87h Texas Legislature, Regular Session, "SB 19"),Owner certifies that it is not
a Company that has a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association and agrees it will not
discriminate against a firearm entity or firearm trade association during the term of
this Agreement. The terms"discriminates against a firearm entity or firearm trade
association"and"discriminate against a firearm entity or firearm trade association"
have the meaning assigned to the to "discriminate against a firearm entity or
firearm trade association" in Section 2274.001(3), Texas Government Code (as
added by SB 19). For purposes of this paragraph, "Company" means a for-profit
organization, association, corporation, partnership, joint venture, limited
partnership, limited liability partnership, or limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate
of those entities or business associations, that exists to make a profit but does not
mean a sole proprietorship.
16
Owner further certifies that,notwithstanding anything contained in this Agreement,
the representations and covenants contained in this Section 13.17 shall survive termination
of the Agreement until the statute of limitations has run. The liability for breach of the
representations and covenants contain in this Section 13.17 during the to of the
Agreement shall survive until barred by the statute of limitations, and shall not be
liquidated or otherwise limited by any provision of the Agreement, notwithstanding
anything in the Agreement to the contrary.
14.18 Form 1295 Certificate of Interested Parties. If required in accordance with
applicable law, prior to the execution of this Agreement, Owner agrees to file with the City,
pursuant to Texas Government Code Section 2252.908, a signed and completed Texas Ethics
Commission Form 1295 and a certification of filing with the TEC.
(SIGNA TURE PAGES FOLLOW)
17
EXECUTED by the City and Owner on the respective dates stated below.
ON
CITY O� EmanagerSara He
Date: 1113
ATTEST:
By: C C��---
Lauren Thoden, City Secretary
APPROVED AS TO FORM
"Cott 13ra
0cputy City A9tortar:p
By:
Mack Reinwand, City Attorney
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me on the day of MjXr,2024,
by Sara Hensley,the City Manager of the City of on, Texas,on behalf of said City.
5 ,. ,- Notary Public, State of Texas
(SEAL) _=. _ �I� E� N 10-Aw do(AsJoL
E�..�•�� Ex#W darts 25,2ix2'!
Name printed or typed
Commission Expires:�t C
1s
Docusign Envelope ID:82659AA4-1294-483A-8645-OBOD8ABC8E49
S AGRYXMENT HAS BEEN
BOTH__ "PROVED
f pcial and operational obligations and business terms.
Scott McDonald
SIGMA PRDFIED NAME
Director of Development Services
Development Services
DEPARTMENT
19
DISTRICT:
FARMSPONDER WNICIPAL UTILITY
DISTRICTOCOUNTY
By:
Name: Ryan
Title: President Board Directors
Date:
STATE OF TEXAS §
COUNTY OF VAICA 5 §
This instrument was acknowledged before me,on the day of NO VCM E7Z2024 by
Ryan Hugh President of e or o Directors o Ponder a s Municipal Utility District of
Denton County, on behalf of said District.
®ANI7re
EZA
Notary Publite of Texas NotaryPublic, S e Of T
:®
N� �® Comm. Exp2 09 2025 t N e:
Notary ID916585 y Commission it
2
OWNER:
TCCI CHUTRCHILL,LLC,
a Texas limited liability company
By: TCCI Development Group,Inc.,
a Texas corporation
its Manager
By:
Name: Tommy Cansler
Title: President
Date: -1111YU027
THE STATE OF TEXAS §
COUNTY OF tjjA� §
This instrument was acknowledged before me on the /Y day of
by Tommy Cansler in his capacity as President of TCCI Development Group, Inc., a Texas
corporation,in its capacity as Manager of TCCI Churchill,Iff,a Texas limited liability company,
for the purposes stated hereinabove.
0"""'! DANIEL MEZA Notary Public in and for tate of Texas
ZAl
IP r-Notary Public.State of Texas
'P Comm.Expires 02-08-2025
Notary ID 132916585
21
FXH-1BTr "A"
I)ESCRIFf ION OF THE PROPERTY
BEING a tract of land situated in the Carmel Manchaca. Survey, Abstract No. 789 and the B.B.B.
& C. R-R. Co. Survey, Abstract No. 188, Denton County, Texas, and being a portion of a called
541.03 acre tract of land described in a deed to TCCI Churchill, LLC, as recorded in Document
No. 2022-2836 of the Official Records of Denton County, Texas, and being more particularly
described as follows:
BEGINNING at a 1/2 inch iron rod with plastic cap stamped"Topographic"found for the northern
northwest corner of said 541.03 acre tract, being on the southerly right of way line of T.N. Skiles
Road, a variable width right of way;
TH ENCE North 89'43'03"East,along the northerly line of said 541.03 acre tract and the southerly
right of way line of said T.N. Skiles Road, a distance of 1,793.29 feet to the northerly northeast
comer of said 541.03 acre tract, common to the northwest comer of a right of way dedicated in the
Final Plat of Lots I and 2, Block A, Linam Addition, as recorded in Document No. 2013-279 of
the Plat Records of Denton County,Texas,from which,a 3/8 inch iron rod found for witness bears
South 36'06' East, 0.26 feet,
THENCE South 00'01'27" East continuing along the southerly night of way line of said T.N.
Skiles Road, along the easterly line of said 541.03 acre tract and the westerly line of said right of
way dedication, passing en route the southwest corner of said right of way dedication, common to
the northwest comer of Lot 1, Block A of said Linam Addition, and continuing along the same
course, departing the southerly right of way line of said T.N. Skiles Road and along the westerly
line of said Lot I and the westerly line of Lot 2, Block A of said Linam Addition, for a total
distance of 2,428.17 feet to a 3/8 inch iron rod found for the southwest comer of said Lot 2,
common to an ell comer of said 541.03 acre tract;
TI IENCE North 89012'52"East along the northerly line of said 541.03 acre tract and the southerly
line of said Lot 2, a distance of 429.45 feet to the southerly northeast comer of said 541.03 acre
tract, common to the southeast comer of said Lot 2, being on the westerly line of a called 514.23
acre tract of land described as Tract I in a deed to AGF Denton Ranch, Ltd., as recorded in
Instrument No. 1993-37919 of the Official Records of Denton County, Texas;
Y"ENCE South 00002'39"East,along the easterly line of said 541.03 acre tract and the westerly
line of said 514.23 acre tract a distance of 533.12 feet to a point for comer;
TBENCE North 90'00'00" West, departing the easterly line of said 541.03 acre tract and the
westerly line of said 514.23 acre tract, and crossing said 514.03 acre tract, a distance of 133.17
feet to a point for comer;
THENCE South 00008'19" East continuing across said 514.03 acre tract, a distance of 712.55
feet to a point for comer;
TUENCE North 90000'00" East, continuing across said 514.03 acre tract, a distance of 132.54
22
feet to a point for comer on the easterly line of said 514.03 acre tract and the westerly line of a
called 113.63 acre tract of land described as Tract I in a deed to 7298 Amyx Rd,LLC, as recorded
in Instrument No. 2022-139282 of the Official Records of Denton County, Texas-,
THENCE South 00008'41" East, continuing along the easterly line of said 541.03 acre tract and
along the westerly line of said 113.63 acre tract, a distance of 1,422.08 feet to a 5/8 inch iron rod
with plastic cap stamped"KHA" set for the southwest comer of said 113.63 acre tract, common
to the northwest comer of Lot 1,Block A of Rventure Ranch Addition,according to the plat thereof
recorded in Document No. 2020-78 of the Plat Records of Denton County, Texas;
THENCE South 00000'27" West, continuing along the easterly line of said 541.03 acre tract and
along the westerly line of said Lot 1,Block A, a distance of 870.43 feet to a 5/8 inch iron rod with
plastic cap stamped "KHA" set for the northerly southeast comer of said 541.03 acre tract,
common to the northeast comer of a called 24.000 acre tract of land described as Tract I in a deed
to Jason Trosper and Melinda Trosper, as recorded in Instrument No. 2020-25468 of the Official
Records of Denton County, Texas, from which, a 5/8 inch iron rod with plastic cap bears North
11'40' East, 1.33 feet;
THENCE North 8905745" West, departing the easterly line of said Lot 1, Block A, along the
southerly line of said 541.03 acre tract and the northerly line of said 24.000 acre tract, a distance
of 848.93 feet to a 1/2 inch iron rod found for comer;
THENCE South 89054'44"West continuing along the southerly line of said 541.03 acre tract and
the northerly line of said 24.000 acre tract and along the northerly line of a called 12.000 acre tract
of land described in a deed to Brad Wayne Roberts, as recorded in Instrument No. 2020-25476 of
the Official Records of Denton County, Texas,and the northerly line of a called 66.547 acre tract
of land described in a deed to 2449 Land Holdings, LLC, as recorded in Instrument No. 2020-
26321 of the Official Records of Denton County, Texas, a distance of 1,330.91 feet to a 1/2 inch
iron rod found for the northwest comer of said 66.547 acre tract, common to an ell comer of said
541.03 acre tract;
T H ENCE North 00'29'52" West, crossing said 541.03 acre tract, a distance of 3,247.63 feet to a
3/8 'inch iron rod found for an ell comer of said 541.03 acre tract on the easterly right of way line
of said T.N. Skiles Road;
THENCE North 00026'12" West,along the westerly line of said 541.03 acre tract and the easterly
right of way line of T.N. Skiles Road,a distance of 2,705.66 feet to the POINT OF BEGENNING
and containing 274.991 acres(11,978,616 square feet)of land, more or less.
23
EXHjLBrr
DEPICTION THE PROPERTY
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EXtHBrr D
DEVELOPMENT STANDARDS
• Any parcels adjacent to a primary arterial frontage developed with multi-family or
nonresidential uses must comply with the Denton Development code regulations
applicable to parcels zoned ffighway Commercial(HC) including:
• Section 7.7 Landscaping, Screening Buffering, and Fences
• Section 7.8 Access and Circulation
• Any multi-family uses shall comply with the following regulations:
0 1 parking space/bedroom not to be enclosed
a 30%open space
0 35' minimum setback from any primary arterial
a 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.
0 Dumpsters will be screened on 3 sides.
0 Fagade requirements do not apply to this development.
• Any single-family uses shall comply with the following regulations:
• All lots must be at least 40 feet wide, unless rear entry access is provided.
• No more than 80% of the single-family residential homes to be built on the
Property may be built on lots that are 49 feet wide or less. Of the 80%,no more
than 40% of the total single-family residential homes may be built on lots that
are 44 feet wide or less.
• The remaining 20% of the single-family residential homes to be built on the
Property may be built on lots that are 50 feet or wider.
• The City of Denton zoning requirements, 'including but not limited to facade
requirements, do not apply for this development unless specifically provided
otherwise in this Agreement.
Single-Family ses
Min. Side Min. Rear Mn. Front Min. Structure Max Lot
Yard Yard Yard Size Coverage
5 10 20 1200 60%
• Lot width shall be measured at the front building line as established by the developer,
but not less than twenty(20)feet from the right-of-way line; and
• Drive spacing requirements at intersections shall be measured from the back of curb
to the edge of drive.
• 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 ster Land Plan(provided as
Exhibit C), provided such densities and used may be relocated within the Property
26
subject to approval of the City Manager, or the City Council, if the Developer request
that the council consider the relocation,neither of which approvals shall be
unreasonably withheld, with the City Council's approval.
o 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 prelirm,nary plat.
27
EXIII BIT
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OFFSITF WATER IMPROVEMENTS
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