Sanctuary MUD #1 Utility Service Agreement UTILITY SERVICE AGREEMENT
BY AND BETWEEN
THE CITY OF DENTON
AND
SANCTUARY MUNICIPAL UTILITY DISTRICT NO. 1 OF DENTON COUNTY
AND
TCCI SANCTUARY,LLC
This Utility Service Agreement ("Agreement") is made and entered into by and between the City of
Denton, Texas, a home rule municipality("Denton" or the "City"), Sanctuary Municipal Utility District
No. 1 of Denton County,a conservation and reclamation district operating under the authority of Chapters
49 and 54 of the Texas Water Code ("District"), and TCCI Sanctuary, LLC, a Texas limited liability
company ("Owner"), each collectively referred to as the "Parties". This Agreement is effective as of
February 4,2025,being the date by which this Agreement is executed by the Parties(the"Effective Date").
RECITALS
WHEREAS, Denton is a municipality, a duly incorporated political subdivision of the State of Texas
operating under the Constitution and laws of the State of Texas,that provides retail and wholesale Water
and Wastewater service to customers;and
WHEREAS, Denton is a retail public utility that possesses a certificated service area for Water and
Wastewater services under CCN No. 10195 and 20072,respectively;and
WHEREAS District is a conservation and reclamation district operating under the authority of Chapters
49 and 54 of the Texas Water Code,as amended; and
WHEREAS Owner is the sole owner of the Property, possesses record title, and intends to develop the
Property for single family residential purposes;and
WHEREAS, Owner expects that full development of the Property will require service to a maximum of
1,086 ESFCs;and
WHEREAS, the Property is not located within an area subject to a CCN issued by the Public Utility
Commission of Texas;and
WHEREAS,Owner and District desire the City to provide retail Water service to Water Customers within
the Property;and
WHEREAS, the City is willing and able to make retail Water service available pursuant to the terms of
this Agreement;and
WHEREAS, the Parties agree that it is beneficial to the Parties, the Water Customers, and the region to
prevent overproduction of Groundwater and the degradation of surface water quality;and
WHEREAS, Owner owns and wishes to convey all Groundwater Rights associated with the Property to
the City;and
WHEREAS,City will ensure Groundwater is available for District's use for irrigation purposes,subject to
the terms of this Agreement;and
WHEREAS, the Parties recognize the importance and benefits of water conservation and drought
contingency planning;and
WHEREAS,Denton wishes to reuse Wastewater originating from the Property;and
WHEREAS,District and the City agree that reclaimed Water provided by the City,when available,should
be used for irrigation in,at a minimum,commercial and public property within the District; and
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WHEREAS, Owner and District want the City to possess title and ownership of all Wastewater flows
originating from the Property, to the extent allowable by law, after treatment and discharge to a natural
watercourse pursuant to a permit issued under state and federal law;and
WHEREAS,The Parties acknowledge and agree each is required to comply with applicable federal,state,
and local laws,regulations,and permits;and
WHEREAS,the Parties desire,and have independently determined,that it is in their best interest to enter
into this Agreement;and
WHEREAS, Denton, by Council Ordinance No. , on February 4, 2025, approved and
authorized its City Manager to execute this Agreement;and
WHEREAS, the District, at a meeting of its Board of Directors on February 3,2025, has approved and
authorized the President or Vice President of the Board of Directors to execute and the Secretary or
Assistant Secretary of the Board of Directors to attest this Agreement;and
WHEREAS, Denton and the District are authorized to enter into this Agreement pursuant to Texas
Government Code Chapter 791,and other applicable laws;and
WHEREAS,Denton and District individually have the authority to perform as set forth in this Agreement
in accordance with Texas Government Code§791.011(c);and
NOW,THEREFORE,for and in consideration of the premises and the mutual covenants and undertaking
of the Parties hereto and the mutual consideration herein stated, the sufficiency of which is hereby
acknowledged and agreed upon,the Parties hereby agree as follows:
AGREEMENT OF THE PARTIES
ARTICLE I
DEFINITIONS
Some terns used herein are defined by the Texas Water Code or under the City ordinance.To the extent a
defined term or phrase is used and not defined herein,each shall mean and refer to the definition prescribed
by the Texas Water Code or under the City ordinance.If no such definitions are established by those laws,
then common usage shall control. Accordingly, the following terms and expressions in this Agreement,
unless the context clearly shows otherwise,shall have the following meanings:
"CCN" shall refer to and mean a Certificate of Convenience and Necessity issued by the Public Utility
Commission of Texas("PUC")or its predecessor or successor agency, as prescribed by the Texas Water
Code.
"Denton"or"City"shall refer to and mean the City of Denton,Texas,a Texas home-rule municipality.
"Cost of Construction" shall refer to and mean the actual costs of design, engineering, construction,
acquisition, inspection,testing, surveying, staking, and other associated costs relating to the construction
of the Water Facilities,as applicable.The estimated Cost of Construction of the Water Facilities attributable
to the Property is included in Exhibit"C"attached hereto and incorporated herein.
"Day"means a 24-hour period from 12:00 a.m.to 11:59 p.m.of each calendar day.
"Denton's System"or"Denton System"means all existing and future facilities utilized to provide Water
services to Denton's retail and wholesale customers including,but not limited to,Denton's Water treatment
and transmission systems,Water storage facilities,publicly owned treatment works,and administrative and
personnel buildings.
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"District" shall refer to and mean Sanctuary Municipal Utility District No. 1 of Denton County, a
conservation and reclamation district operating under the authority of Chapters 49 and 54 of the Texas
Water Code,as amended.
"ESFC"shall refer to and mean an equivalent single-family connection.
"Groundwater"means all of the underground water,percolating water,artesian water,and any other water
from any and all depths and reservoirs,formations,depths and horizons beneath the surface of the Property,
excluding underflow or flow in a defined subterranean channel.
"Groundwater Rights" means(1)the legal title to Groundwater and the right to test,explore for,drill for,
develop,withdraw,capture,or otherwise beneficially use the Groundwater;(2)the right to use the surface
of the real property for access to and to explore for,develop,treat,produce,and transport the Groundwater,
and (3) all permits, licenses, or other governmental authorizations relating to any of the foregoing. If a
separate easement agreement is required by this Agreement,the Groundwater Rights include the easement
rights.
"MGD"means million gallons per day measured as a twenty-four-hour period and is not intended as an
annual average unless expressly provided to the contrary.
"Month"means a calendar month.
"Offsite"means not located within the Property.
"Offsite Water Facilities"means Water Facilities to be constructed by Owner outside the boundaries of
the Property for the purpose of providing treated water service to Water Customers located within the
Property,particularly including those facilities described in that certain water study prepared by Kimley-
Horn&Associates,Inc.attached hereto in Exhibit"B"(the"Water Study").
"Outside Customers" shall refer to and mean retail Water customers who are connected to Denton's
System and are billed as customers located outside the City's corporate limits.
"Points of Delivery"means the locations where,and the Water Facilities through which, Water will enter
the Water Facilities within the Property, pursuant to this Agreement. As of the Effective Date of this
Agreement,the Points of Delivery are located as identified in Exhibit"A"attached hereto and incorporated
herein.
"Property"shall refer to and mean the parcel of approximately 273.03 acres,more particularly described
and shown in Exhibit"A".The Property shall be developed into a single-family residential development.
"Wastewater or "Effluent" means all liquid or water-carried waste products from whatever source
derived,whether treated or untreated,which are discharged into the Wastewater Facilities,or permitted to
enter into the Wastewater Facilities.
"Transmission System"means all of Denton's water lines twelve(12) inches in diameter or larger used
to transport Treated Water to its customers.
"Wastewater Facilities" shall refer to and mean all Wastewater facilities to be constructed by Owner
and/or District inside or outside the boundaries of the Property for the purpose of providing retail
Wastewater service to customers located within the Property. This definition shall cover Wastewater
facilities utilized to provide retail Wastewater service to customers located within the Property without
regard to whether they are wholly or partially constructed or owned by the Owner and/or District and
without regard to whether retail service is provided by the District.
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"Water" means raw water treated by Denton so that it is potable water meeting the minimum quality
requirements for human consumption as prescribed by the Texas Commission on Environmental Quality
or other appropriate regulatory agency.
"Water Customers"shall mean and refer to Water customers that are located within the Property.
"Water Facilities"shall mean all Water conveyance facilities to be constructed by Owner inside or outside
the boundaries of the Property for the purpose of providing treated water service to Water Customers located
within the Property,particularly including those facilities described in that certain water study prepared by
Kimley-Horn&Associates,Inc.,attached hereto as Exhibit 1113".
ARTICLE II
ADOPTIONS AND INTERPRETATIONS
Section 2.1. Adoption of Recitals.All of the matters stated in the recitals of this Agreement are true and
correct and are hereby incorporated into the body of this Agreement as though fully set forth in their entirety
herein.
Section 2.2. Adoption of Exhibits. The following Exhibits and their attachments referenced in this
Agreement are hereby incorporated into the body of this Agreement as though fully set forth in their entirety
herein:
• Exhibit"A"Property
• Exhibit`B"Water Study
• Exhibit"C"Estimated Cost of Construction
• Exhibit"D"Form of Easement
Section 23. Interpretations.The following principles control the interpretation of this Agreement.
2.3.1.Unless otherwise stated,reference to any document means the document as amended or supplemented
from time to time.
2.3.2. Reference to any party to this Agreement or to a governmental regulatory agency means that entity
and its successors and assigns,unless expressly provided to the contrary in this Agreement.
2.3.3.Misspelling of one or more words in this Agreement shall not void the Agreement.Misspelled words
shall be read to have the meaning apparently intended by the Parties.
2.3.4. Words in the singular number include the plural,unless the context otherwise requires.
2.3.5. References to "Article", "Section", Subsection", and "Exhibit" are to the articles, sections,
subsections and exhibits of this Agreement unless expressly stated to the contrary.
2.3.6.Article and section headings are for convenience and reference and are not intended to define,limit,
or expand the scope of any provision of this Agreement.
ARTICLE III
WATER AND FACILITIES
Section 3.1.Construction.Owner,on behalf of the District,shall construct the Water Facilities necessary
to connect to Denton's System at agreed upon locations.
Section 3.2. Design. The Water Facilities shall be engineered and designed by a Texas Licensed
Professional Engineer chosen by Owner,who shall design such facilities in accordance with the applicable
standards and specifications of the City and all governmental agencies having jurisdiction,consulting with
the City as needed to ensure conformance with the City specifications. Owner shall design and construct
the Water Facilities in a good and workmanlike manner so they are fit for the intended purposes.Said design
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and construction shall be at Owner's sole cost, except as set forth to the contrary in section 3.3 "Sizing"
below.
Unless otherwise mutually agreed to in writing,Owner, on behalf of the District,shall be responsible for
the design, construction, and financing of Water Facilities, and compliance with any applicable state or
federal requirements, including,but not limited to,for water lines to metering points,meters,meter vaults
and associated valves,and for acquisition of any rights-of-way for additional or future Points of Delivery
to which Denton may consent.
Section 33. Sizing. The Water Facilities shall be sized to provide continuous and adequate retail water
service to a maximum of 1,086 ESFCs on the Property. In the event the City requires any of the Water
Facilities to be oversized to serve customers located outside the boundaries of the Property, terms and
conditions related to oversizing shall be governed by an oversize participation agreement executed by the
City and Owner based on the City's standard oversize participation agreement form.
Section 3.4. Construction of Water Facilities. The Water Facilities shall be constructed in accordance
with the construction plans and specifications approved by the City pursuant to Section 3.5 and in
compliance with:
a.City's applicable ordinances,rules,and regulations;and
b.The rules and regulations of any governmental agencies having jurisdiction.
Section 3.5 Approval by the City's Designated Engineer.The Water Facilities are subject to approval by
the City's designated engineer in accordance with the City's standard review schedule. Construction shall
not continence unless and until said plans and specifications have been approved by the City's designated
engineer.To the extent there is a conflict between any portion(s)of an applicable ordinance,rule,regulation,
or law related to the construction of the Water Facilities, the more restrictive and/or stringent of the
conflicting portion(s)shall apply.
Section 3.6.Conformity.Owner agrees that Denton's engineers or other representatives may inspect and
test the construction of the Water Facilities at any time to determine compliance with the approved designs,
plans, and specifications. Owner must notify the City in writing of the date upon which construction is
scheduled to commence on each phase so the City may assign an inspector.The City will charge reasonable
fees related to inspecting the construction of the Water Facilities in accordance with applicable law.
Section 3.7. S_tomage for Non-Conformance. The City may stop work on any portion of the Water
Facilities which are not being constructed in conformance with the City's regulations and standards and the
approved plans and specifications until such time as Owner and Owner's contractor(s) agree to construct
that portion of the Water Facilities in conformance and to demonstrate future conformance as requested by
the City.
Section 3.8.Acceptance,Dedication,Maintenance.and Repair.Upon proper completion of construction
of a phase of the Water Facilities,final inspection by the City,and the City's written approval of the Water
Facilities, such portion of the Water Facilities shall be dedicated to the City without compensation by an
appropriate legal instrument approved by the City Attorney.Thereafter,the Water Facilities shall be owned
and solely operated,maintained,and repaired by the City. The City shall maintain the Water Facilities in
good repair and working condition at all times.
Section 3.9.Acquisition and Dedication of Easements for Water Facilities.
3.9.1.Owner shall be responsible for acquiring and dedicating to the District,at Owner's sole expense,any
easement encompassing areas across privately or publicly owned land or sites which the City determines
are necessary for the construction,operation,and maintenance of the Water Facilities.After such easements
are dedicated to the District,the District hereby agrees to assign such easements to the City.
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3.9.2.Owner shall use its good faith efforts to acquire non-exclusive easements which allow for the City to
install future water lines and other municipal utilities; provided, however, that such future facilities shall
not interfere with the operation,maintenance,or use of the Water Facilities.If,however,Owner is unable
to obtain such easements by private negotiation, District shall secure the non-exclusive easements after a
finding of public necessity,through the use of the District's power of eminent domain.
3.9.3.The Parties agree that any easements acquired shall be on the form attached hereto as Exhibit"D"
and incorporated herein for all purposes. Unless otherwise set forth in this Agreement to the contrary,the
District shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs,
attorney's fees,and related expenses;property acquisition costs;and appraiser and expert witness fees paid
or incurred in the exercise of its eminent domain powers. The District will use all reasonable efforts to
expedite such condemnation procedures so that the Water Facilities can be constructed as soon as
reasonably practicable.
3.9.4. Owner shall obtain all governmental approvals necessary to construct the Water Facilities in public
land or rights-of-way.
Section 3.10.Easement Form.All easements acquired by Owner or District for the Water Facilities shall:
a. Be the widths shown in Exhibit"B"attached hereto;
b. Be adequate to allow the City to install water lines and other municipal utilities;and
c. Be situated in the public right-of-way or in existing easements specifically dedicated for the Water
Facilities as set forth hereunder.
Section 3.11. Development Contracts for Public Improvements and Bonds. For all Water Facilities,
Owner and any contractor performing construction shall execute a Development Contract for Public
Improvements with the City using a contract form approved by the City Attorney. Additionally, for all
Water Facilities,Owner or Contractor shall obtain and tender payment bonds and performance bonds in the
full amount of the construction cost.The performance bonds shall be for a term of two years from the date
of final acceptance of the Water Facilities by the City and shall name the City as an obligee with a surety
acceptable to the City guaranteeing the work and materials of the Water Facilities to be free from defects
or need for repair.The bond foams and the sureties are subject to the City Attorney's approval.
Section 3.12. Copies of Plans. Owner shall furnish the City with one reproduction and two copies of the
as-built or record drawings in an appropriate AutoCAD format for the Water Facilities promptly upon
completion of construction and acceptance by the City.The drawings must be GIS compatible.
Section 3.13.No Grant of Equity or Ownership. No provision of this Agreement maybe interpreted or
construed to create any type of joint or equity ownership of any property or to create any partnership or
joint venture. Neither this Agreement, nor any acts of the Parties hereunder, nor any payments, may be
interpreted or construed as granting or otherwise vesting in District or Owner any right, title, interest, or
equity in the Denton System,or any element thereof.
ARTICLE IV
RETAII.WATER SERVICE
Section 4.1.Agreement to Provide Retail Water Service.Denton hereby agrees,subject to the terms of
this Agreement,to provide retail Water service to the Water Customers.
Section 4.2.Sole Provider.Denton shall be the sole provider of retail Water service to all Water Customers.
Section 4.3.Billin2 and Rates.
4.3.L The City shall bill the Water Customers for the City's provision of retail Water service when such
service is available.
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4.3.2. Water Customers shall pay the City's rate for retail Water service to Outside Customers,as the rate
may be amended from time to time in the City's sole discretion.
4.3.3. All of the standard rates, fees, and charges adopted by the City shall apply to retail Water service
provided pursuant to this Agreement.
Section 4.4. Conditions Precedent. It is understood and agreed by the Parties that the obligation of the
City to provide retail Water service in the manner contemplated by this Agreement is subject to (i) the
issuance of all permits, certificates, or approvals required to lawfully provide retail Water service by the
PUC, Texas Commission on Environmental Quality, and all other governmental agencies having
jurisdiction,which Owner,District,and City shall use good faith efforts to timely acquire,if necessary,and
(ii)completed conveyance of Groundwater Rights from the Owner to the City pursuant to Article V.
Section 4.5. Service Limitations. Notwithstanding any other provisions of this Agreement, Denton's
obligation under this Agreement to supply retail Water service is subject to and limited by Denton's
available raw water supply and the capabilities of Denton's System, as determined by Denton in its sole
discretion.Denton will use reasonable efforts consistent with prudent operation of the Denton's System and
with the terms of this Agreement,to furnish and remain in position to provide service to Water Customers.
Retail Water service pursuant to this Agreement is further limited pursuant to Section 4.6 of this Agreement.
Section 4.6.Water Conservation and Drought Contingency.
4.6.1. City shall develop and implement Water conservation and drought contingency plans using
applicable elements of Chapter 288 of Title 30 of the Texas Administrative Code,as may be amended from
time to time. District agrees to pursue and encourage conservation for the benefit of all customers of the
District and the Denton System.
4.6.2.District agrees that Denton may limit or curtail Water supplies or services pursuant to this Agreement
consistent with Denton's duly adopted water conservation and drought contingency plans or for other
reasons in the public interest. Denton agrees to impose such restrictions equitably and in a non-
discriminatory fashion. District agrees to coordinate and cooperate with Denton concerning the
implementation of any action to conserve or otherwise limit or curtail Water supplies in order to minimize
adverse impact on Denton's System operation,on adequacy of service,and to promote public understanding
of the need for and terms of such limitation or curtailment.
4.6.3. To the extent Denton imposes restrictions of general availability requiring curtailment or rationing
of Water delivery and availability other than as provided under Denton's duly adopted water conservation
and drought curtailment plans, Denton agrees to impose such restrictions equitably and in a non-
discriminatory fashion.Such curtailments or rationing shall be limited to the extent that such supplies and
service are curtailed due to a lack of raw water supply or because of Denton System failure or malfunction,
contamination, acts of God, civil disturbances, war, regulatory delay, or other causes beyond Denton's
control.
Section 4.7.No Conveyance of Water Rights.The Parties acknowledge that nothing in this Agreement is
intended to sell, encumber, transfer, or convey any water rights from Denton to District, Owner, or any
other entity and no such rights are sold, encumbered, transferred, or conveyed. No entitlement to Water
supply is created other than as expressly provided in this Agreement. If this Agreement is ever construed
to effect an entitlement in,or sale,encumbrance,transfer,or conveyance of,Water rights from Denton to
District or Owner,then the entirety of the Agreement shall be null and void.
Section 4.8. No Continuation of Services. District and Owner acknowledge there is no right to
continuation of retail water service by Denton in the event this Agreement is terminated and that no such
right(s)may be implied.
Section 4.9.Temporary Discontinuance. Denton expressly reserves the right to temporarily discontinue
the retail Water service provided for in this Agreement, in the same manner as the City would temporarily
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discontinue retail Water service provided to any of its other retail Water customers,whenever it is necessary
to do so to ensure proper operation of Denton's System or to protect the health and safety of the public.
Section 4.10.Water Impact Fees.
4.10.1. Impact fees for connection to any Water Facilities shall be charged for each ESFC located within
the Property(the"Impact Fees"),subject to the conditions in Sections 4.10 and 4.11 and in accordance with
Chapter 395 of the Texas Local Government Code.
4.10.2.The Impact Fees shall refer to the fees due under this Agreement per ESFC from any builder within
the Property who connects to the Water Facilities, in an amount equal to the City's existing Water impact
fee stated on the City's impact fee schedule in effect at the time of said connection to the Water Facilities.
The Impact Fee shall be charged once per ESFC subject to Sections 4.10 and 4.11.
4.10.3.The Impact Fees shall be due for each connection made for each ESFC located within the Property
at the time such connection is made.No connection to the Water Facilities may occur until the Impact Fees
have been paid to the City for such connection.
4.10.4. The Parties hereby agree that the amount of the Impact Fee shall be based on an impact fee study
completed by the City, as amended. Any change to the amount of the Impact Fee shall be effective upon
passage of the new Impact Fee amount by the Denton City Council and shall apply to any connections made
after the new Impact Fee amount becomes effective.
Section 4.11.Impact Fee Credits for Mite Water Facilities.
4.11.1. This section shall be limited to Offsite Water Facilities included in the City's impact fee study in
effect at the time the City accepts the Offsite Water Facilities.
4.11.2. Upon the City's acceptance of any Offsite Water Facilities, Owner shall provide the City with
evidence of the Cost of Construction for the Offsite Water Facilities.
4.11.3.Owner will be eligible to receive an impact fee credit amount equal to the Cost of Construction for
the Offsite Water Facilities in accordance with the City's Impact Fee ordinances and regulations.However,
the amount credited shall not be greater than the amount included in the City impact fee study in effect at
the time of the City's acceptance of the Offsite Water Facilities. The estimated Cost of Construction of the
Water Facilities attributable to the Property that are included in the City's most recent impact fee study in
effect as of the Effective Date of this Agreement is attached hereto as Exhibit"C". Owner and City agree
that the most recent impact fee study is subject to change and may be amended by the Denton City Council
in its sole discretion.
4.11.4. Owner and the City agree that once Owner is credited in accordance with Section 4.11.3,the City
shall collect the Impact Fees per ESFC pursuant to Section 4.10.
4.11.5. Nothing in this Agreement shall limit the ability of the Denton City Council to amend the City's
impact fee study or schedule.
4.11.6.Nothing in this Agreement binds the Denton City Council to include any Offsite Water Facilities in
its impact fee study or capital improvement plan.
Section 4.12. Wastewater Flows. District and Owner shall ensure, to the extent allowable by law and
through agreements executed with any Wastewater service provider,that title and ownership to Wastewater
flows originating from the Property belong to Denton after treatment and discharge to a natural watercourse
via a wastewater treatment facility permitted by the Texas Commission on Environmental Quality, or its
successor agency,under state and federal law.District and Owner agree they are solely responsible for the
collection,delivery and treatment of Wastewater while they have title to such Wastewater and that liability
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for damages arising from the transportation, reception,treatment or disposal of all Wastewater while title
to such Wastewater is held by Owner and/or District shall remain with the Owner and/or District.
District and Owner will support and coordinate with Denton in all its efforts to obtain permits and/or
regulatory authorizations related to this Section from State and Federal agencies having jurisdiction
including,without limitation,efforts by Denton involving reuse and bed and banks permitting.Owner and
District agree to provide Denton with documents and information requested by Denton as may be required
by Denton for such purposes.District and Owner hereby waive any objection or right of protest to Denton's
permitting and/or authorization applications for such purposes.
Section 4.13. Wastewater Service Changes. The District and Denton County Municipal Utility District
No. 16 ("MUD No. 16") intend to enter into an agreement pursuant to which MUD No. 16 will provide
retail wastewater service to the District. Owner and District shall notify the City within thirty(30)days of
becoming aware that the Property,or any customers associated with it,will not receive wastewater service
pursuant to the agreement and/or arrangement(s)with VS Development, LLC and/or MUD No. 16.
ARTICLE V
GROUNDWATER
Section 5.1. Groundwater Rights. Owner warrants and represents that it owns the Groundwater Rights
attributable to the Property in fee simple and that the Groundwater Rights have not been severed from the
surface estate.
Section 5.2. Groundwater Rights Sale Agreement Required. Owner shall enter into a Groundwater
Rights Sale Agreement with the City,the form of which shall be mutually agreed upon by Owner and the
City, wherein the Owner agrees to sell the Groundwater Rights attributable to the Property to the City in
fee simple. The Groundwater Rights Sale Agreement shall be accompanied by a deed,the form of which
shall also be mutually agreed upon by Owner and the City,and both instruments shall be filed and recorded
in the real property records of Denton County.The City will not use the surface of any finished lots within
the Property to access,explore for,develop,treat,produce,or transport the Groundwater.
Section 5.3. Irrigation License. After closing on the Groundwater Rights in accordance with Section 5.2
herein,the City shall grant the District a license,the form of which shall be mutually agreed upon by the
City and District, to produce Groundwater for irrigation purposes in amounts sufficient to ensure the
maximum amount of Groundwater is conserved,based on documentation provided to the City.Conditions
relating to the siting and operation of any Groundwater wells will be addressed in the license contemplated
by this Section 5.3,which shall be mutually agreed upon by the City and District.
Section 5.4.GCD Approvals and Filings. Owner and/or District shall obtain all the regulatory approvals
from the North Texas Groundwater Conservation District("NTGCD")necessary to effectuate the sale and
license contemplated by this Agreement. Owner and/or District are also responsible for the filing of all
documents required by NTGCD to effectuate the sale and license contemplated by this Agreement.
Section 5.5. Other Regulatory Approvals. Owner and/or District shall be responsible for obtaining all
regulatory approvals necessary to produce the Groundwater allowed under the license referenced in Section
5.3.
ARTICLE VI
OPERATION AND REGULATORY APPROVALS
Section 6.1. Operation and Maintenance of Denton's System.Denton recognizes its right and duty to
operate Denton's System under this Agreement in a prudent and economical manner for the benefit of its
retail customers.Denton will use due diligence to comply with appropriate water quality standards and will
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guard carefully against all forms of contamination to Denton's System employed in performance of this
Agreement.
Section 6.2. State or Federal Laws, Rules, Orders or Resulations. This Agreement is subject to all
applicable Federal and State laws and any applicable permits,ordinances,rules,orders,and regulations of
any local, state, or federal governmental authority having or asserting jurisdiction; but nothing contained
herein shall be construed as a waiver of any right to question or contest any such law,ordinance,order,rule
or regulation in any forum having jurisdiction.
Section 6.3. City Permits and Regulatory Authorizations. District and Owner will support and
coordinate with the City in all its efforts to obtain permits and/or regulatory authorizations related to this
Agreement from State and Federal agencies having jurisdiction including,without limitation,efforts by the
City involving water reuse and bed and banks permitting.
Section 6.4.Certificates of Convenience and Necessity and Extraterritorial Jurisdiction.
6.4.1. District agrees that it will not provide any Water or Wastewater services to any customer within an
area included within Denton's single, dual, or multiple certificated areas, unless expressly approved in
writing by Denton.
6.4.2. With the exception of Denton's Water or Wastewater CCN,the Property shall not be located within
an area subject to a CCN issued by the Public Utility Commission of Texas or successor agency.
6.4.3. To the extent the Property,or any portion thereof, is not subject to any Water CCN, Denton has the
option to extend its Water CCN to cover the property at the City's sole cost and expense.
6.4.4. The Owner agrees that it will not take any steps to include the Property in the extraterritorial
jurisdiction of any political subdivision other than Denton.
Section 6.5.Compliance with Applicable Laws.
6.5.1. This Agreement is entered subject to and controlled by the Charter and Ordinances of the City of
Denton,Texas and all applicable laws,rules,and regulations of the State of Texas and the United States of
America(collectively,"Applicable Laws"),as amended. The Parties shall,during the performance of this
Agreement, comply with all applicable City codes, ordinances, and regulations, as amended, and all
applicable State and Federal laws,rules,and regulations,as amended.
6.5.2. Notwithstanding any provision of this Agreement, to the extent there is a conflict between any
portion(s)of an applicable City ordinance, rule,or regulation related to service to Outside Customers and
this Agreement,the provisions of this Agreement shall apply.
6.5.3. The Owner or District shall file this Agreement with the appropriate State or Federal agency, if
required under State or Federal law.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1.INDEMNIFICATION.
7.1.1. TO THE EXTENT ALLOWED BY LAW, DISTRICT AGREES TO DEFEND,
INDEMNIFY, AND HOLD DENTON, ITS OFFICERS, AGENTS, AND EMPLOYEES,
HARMLESS FROM ANY LIABILITY IN CLAIMS, ADMINISTRATIVE PROCEEDINGS OR
LAWSUITS FOR JUDGMENTS,PENALTIES,FINES,COSTS,EXPENSES AND ATTORNEY'S
FEES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE, OTHER
HARM FOR WHICH RECOVERY OF DAMAGES IS SOUGHT,SUFFERED BY ANY PERSON
OR PERSONS,OR FOR VIOLATIONS OF STATE OR FEDERAL LAWS OR REGULATIONS,
THAT MAY ARISE OUT OF OR BE OCCASIONED BY:(A)A BREACH OF THIS AGREEMENT
City of Denton Utility Service Agreement
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018443.000001\4863-9339-5199.v11
BY DISTRICT; (B) THE NEGLIGENT ACT OR OMISSION OF DISTRICT IN THE
PERFORMANCE OF THIS AGREEMENT OR IN DISTRICT'S OPERATIONS; OR (C) THE
CONDUCT OF DISTRICT THAT CONSTITUTES A VIOLATION OF STATE OR FEDERAL
LAWS OR REGULATIONS OR OF PERMIT PROVISIONS. HOWEVER, THE INDEMNITY
STATED ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING EXCLUSIVELY
FROM THE SOLE NEGLIGENCE OF DENTON,ITS OFFICERS,AGENTS,EMPLOYEES OR
SEPARATE CONTRACTORS.
7.1.2. IN THE EVENT OF JOINT AND CONCURRING RESPONSIBILITY OF THE DISTRICT
AND DENTON,RESPONSIBILITY,IF ANY,SHALL BE APPORTIONED COMPARATIVELY
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING
GOVERNMENTAL IMMUNITY OR ANY OTHER DEFENSES OF THE PARTIES UNDER
APPLICABLE TEXAS LAW.
7.1.3. NOTHING IN THIS SECTION 7.1 REQUIRES DENTON OR DISTRICT TO ASSESS OR
COLLECT FUNDS OR TO CREATE A SINHING FUND.
7.1.4. OWNER AGREES TO DEFEND,INDEMNIFY,AND HOLD DENTON,ITS OFFICERS,
AGENTS, AND EMPLOYEES, HARMLESS FROM ANY LIABILITY IN CLAIMS,
ADMINISTRATIVE PROCEEDINGS OR LAWSUITS FOR JUDGMENTS,PENALTIES,FINES,
COSTS, EXPENSES AND ATTORNEY'S FEES FOR PERSONAL INJURY (INCLUDING
DEATH),PROPERTY DAMAGE,OTHER HARM FOR WHICH RECOVERY OF DAMAGES IS
SOUGHT,SUFFERED BY ANY PERSON OR PERSONS,OR FOR VIOLATIONS OF STATE OR
FEDERAL LAWS OR REGULATIONS,THAT MAY ARISE OUT OF OR BE OCCASIONED BY:
(A) A BREACH OF THIS AGREEMENT BY OWNER; (B) THE NEGLIGENT ACT OR
OMISSION OF OWNER, ITS DIRECTORS, AGENTS, EMPLOYEES, OR SEPARATE
CONTRACTORS IN THE PERFORMANCE OF THIS AGREEMENT OR IN OWNER'S
OPERATIONS; OR(C)THE CONDUCT OF OWNER,ITS OFFICERS,AGENTS,EMPLOYEES
OR SEPARATE CONTRACTORS THAT CONSTITUTES A VIOLATION OF STATE OR
FEDERAL LAWS OR REGULATIONS OR OF PERMIT PROVISIONS. HOWEVER, THE
INDEMNITY STATED ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING
EXCLUSIVELY FROM THE SOLE NEGLIGENCE OF DENTON, ITS OFFICERS, AGENTS,
EMPLOYEES,OR SEPARATE CONTRACTORS.
Section 71.Force Maieure.In the event any Party is rendered unable by force majeure to cant'out any
of its obligations under this Agreement,in whole or in part,then the obligations of that Party,to the extent
affected by the force majeure shall be suspended during the continuance of the inability,provided however,
that due diligence is exercised to resume performance at the earliest practical time. As soon as reasonably
possible after the occurrence of the force majeure relied upon to suspend performance, the Party whose
contractual obligations are affected thereby shall give written notice and full particulars ofthe force majeure
to the other Party,shall provide weekly written updates describing its efforts to mitigate or cure the force
majeure condition(s), and shall provide written notice at the time that the force majeure conditions have
ceased.
The cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure"
includes acts of God,strikes, lockouts or other industrial disturbances,acts of the public enemy,orders of
the government of the United States or the State of Texas or any civil or military authority, insurrections,
riots,epidemics, landslides, lightening, earthquakes,fires, hurricanes, storms,floods,washouts, droughts,
restraints of government and civil disturbances,explosions,breakage or accidents to equipment,pipelines
or canals,partial or complete failure of water supply,epidemic,pandemic,and any other inabilities of either
Party to be able to perform,whether similar to those enumerated or otherwise,that are not within the control
of the Party claiming the inability and that could not have been avoided by the exercise of due diligence
and care.
City of Denton Utility Service Agreement
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018443. -5199.v1I
Section 7.3.Term of Agreement. This Agreement shall commence on the Effective Date and shall end,
unless terminated,when the actions necessary to effectuate the purposes and intent of this Agreement are
completed.
Section 7.4.Termination.
7.4.1 The City, at the City's option and without prejudice to any other remedy City may be entitled to at
law, in equity, or elsewhere under this Agreement, may terminate this Agreement in whole or in part for
breach that is not cured in compliance with Section 7.6 or for non-appropriation under Section 7.24.
7.4.2 Notwithstanding any other provision of this Agreement,this Agreement shall terminate if after eight
(8)years from the Effective Date("Deadline")(i) construction of the Water Facilities is incomplete; (ii)
dedication of the Water Facilities to the City has not occurred; or(iii)conveyance of Groundwater Rights
from the Owner to the City has not occurred pursuant to Article V.
7.4.3 If this Agreement is terminated pursuant to Section 7.4, all Offsite Water Facilities constructed,
including any portions partially constructed, shall nevertheless be dedicated to the City by Owner and/or
District without compensation by an appropriate legal instrument approved by the City Attorney along with
any associated easements and rights of way.
7.4.4 The Deadline under Section 7.4.2 may be extended no later than one(1)year prior to the Deadline,
without triggering the termination of this Agreement,by written consent of Denton's City Manager.
Section 7.5.Addresses and Notice.Unless otherwise provided herein,any notice,communication,request,
reply or advice (herein severally and collectively, for convenience, called "Notice") herein provided or
permitted to be given, made or accepted by any party to any other party must be in writing and may be
given or be served by depositing the same in the United States mail postpaid and registered or certified and
addressed to the parry to be notified, with return receipt requested. Notice deposited in the mail in the
manner described above shall be conclusively deemed to be effective upon receipt,unless otherwise stated
herein. For the purposes of notice,the addressed of the parties shall,until changed as hereinafter provided,
be as follows:
If to Denton,to: City Manager
City of Denton
215 E McKinney St
Denton,Texas 76201
If to the District,to: Sanctuary Municipal Utility District No. 1 of Denton County
c%Coats Rose,P.C.
16000 North Dallas Parkway, Suite 350
Dallas,Texas 75248
Attn: Mindy L.Koehne
If to the Owner,to: TCCI Sanctuary,LLC
14675 Dallas Parkway,Suite 575
Dallas,Texas 75254
Attn:Tommy Cansler
The parties hereto shall have the right from time to time and at any time to change their respective addresses
and each shall have the right to specify as its address any other address by at least fifteen(15)days' prior
written notice to the other parties hereto.
Section 7.6.Breach.If a Party breaches any term or condition of this Agreement,the non-breaching Party
shall provide the breaching Party with notice of the breach. Upon its receipt of a notice of breach, the
breaching Party shall have sixty(60)days to cure the breach.If the breaching Party does not cure the breach
City of Denton Utility Service Agreement
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018443.000001\4863-9339-5199.v11
within the sixty(60)days,the non-breaching Party shall have all rights and remedies at law and in equity
including,without limitation,the right to enforce specific performance of this Agreement by the breaching
Party and the right to perform the obligation in question and to seek restitution for all damages incurred in
connection therewith.However,this Agreement may only be terminated due to breach as stated in Section
7.4.1.
Section 7.7.Survival of Certain Rights and Obligations.
Notwithstanding any provision of this Agreement to the contrary and without limitation of any other
provisions of this Agreement that specify survival of rights and obligations,all rights and obligations of the
Parties under this Agreement which by their nature are intended to survive including, but not limited to,
those listed below shall survive:
a.Section 3.11 Development Contracts for Public Improvements and Bonds;
b.Section 3.13.No Grant of Equity or Ownership;
c.Section 4.7.No Conveyance of Water Rights;
d.Section 4.8.No Continuation of Services;
e.Section 6.3.City Permits and Regulatory Authorizations;
f. Section 6.4.Certificates of Convenience and Necessity and Extraterritorial Jurisdiction;
g. Section 7.1.Indemnification;
h. Section 7.9.No Third-Party Beneficiaries;
i. Section 7.12.Nonwaiver and Remedies;and
j. Section 7.16.Venue;and
k. Section 7.20.Necessary Documents and Actions.
Section 7.8.Severability.,Interoretation.The provisions of this Agreement are severable,and if any word,
phrase, clause, sentence, paragraph, section, or other part of this Agreement or the application thereof to
any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or
unconstitutional for any reason,the remainder of this Agreement and the application of such word,phrase,
clause, sentence, paragraph, section, or other Party of this Agreement to other persons or circumstances
shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional
portion had never been contained therein. The Parties agree that they have equally participated in the
drafting of this Agreement with the assistance of legal counsel, and that neither Party shall receive any
benefit of interpretation of its terms on the basis of relative contribution to the drafting process.
Section 7.9.No Third-Party Beneficiaries.This Agreement is solely for the benefit of the Parties hereto,
and no other person or entity has any right,interest or claim under this Agreement nor shall be considered
to be a third-party beneficiary.
Section 7.10. Cautions. The captions of the various sections and paragraphs herein are intended for
convenience or reference only and shall not define or limit any of the terms or provisions hereof.
Section 7.11.Governmental Immunity Not Waived.Neither Denton or the District waives,nor shall be
deemed hereby to waive,any immunity or defense that would otherwise be available against claims made
or arising from any act or omission resulting from the Agreement.
City of Denton Utility Service Agreement
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018443.000001\4863-9339-5199.v11
Section 7.12.Nonwaiver and Remedies.
7.12.1.A Parry's right in the future to demand strict compliance and performance under this Agreement is
not diminished because,whether through decision or oversight,that Party has not enforced a provision of
this Agreement or has not enforced breach or nonperformance in the past,whether periodically or for long
duration. Also, a Parry's right in the future to demand strict compliance and performance with this
Agreement is not diminished because, whether through decision or oversight, the other Party has not
enforced the same or a similar provision of this Agreement or does not enforce the same or a similar breach
or nonperformance, whether periodically or for long duration. To the extent a right or benefit in this
Agreement is expressly waived by a Party such waiver will not be applied other than strictly in accordance
with the conditions expressed in such express waiver and will not be implied to be continuing in nature.
7.12.2. Except to the extent expressly provided otherwise,all remedies existing at law or in equity may be
availed of by the City and shall be cumulative including,without limitation,specific performance,and the
City shall be entitled to any reasonable attorney's fees, costs, or other expenses incurred in bringing or
defending any action,as may be awarded by a tribunal of competent jurisdiction.
Section 7.13. Entire Agreement. This Agreement, including any exhibits and/or addendums attached
hereto and made a part hereof, and the Development Agreement effective on February 4, 2025 and its
exhibits and/or addendums,constitute the entire agreement between the Parties relative to the subject matter
of this Agreement. All prior agreements, covenants, representations, or warranties, whether oral or in
writing,between the Parties are merged herein.
Section 7.14.Amendment.No amendment of this Agreement shall be effective unless and until it is duly
approved by each Party and reduced to a writing signed by the authorized representatives of the City,
District, and Owner respectively, which amendment shall incorporate this Agreement in every particular
not otherwise changed by the amendment.
Section 7.15.Governing Law.This Agreement shall be construed under and in accordance with the laws
of the State of Texas and all obligations of the Parties are expressly deemed performable in Denton County,
Texas.
Section 7.16.Venue. Any action at law or in equity brought to enforce or interpret any provision of this
Agreement shall be brought in a state court of competent jurisdiction with venue in Denton County,Texas.
Section 7.17.Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit
of the Parties and their successors and assigns.
Section 7.18.Assignment. The rights and obligations of the Owner and/or District hereunder may not be
assigned without the prior written consent of Denton's City Manager. Any assignment of, or attempt to
assign,rights,or delegation of duties under this Agreement without the consent of Denton's City Manager
is void.No assignment by Owner or District shall release Owner or District from any obligations,rights,
title,or interests under this Agreement or from any liability that resulted from any act or omission by Owner
or District, unless the City Manager approves such a release in the written consent provided by the City
Manager.
Section 7.19.Counterparts.This Agreement may be executed in multiple counterparts,which,when taken
together,shall be deemed one original.
Section 7.20.Necessary Documents and Actions. Each Party agrees to execute and deliver all other and
further instruments and undertake actions as are or may become necessary or convenient to effectuate the
purposes and intent of this Agreement.
Section 7.21.Authori .By execution of this Agreement on its behalf,each Party represents that it has full
capacity and authority to grant all rights and assume all obligations that it has granted and assumed under
this Agreement,and that this Agreement has been authorized by its governing body. The Parties represent
City of Denton Utility Service Agreement
Page 14 of 30
018443.000001\4863-9339-5199.v11
i
and warrant that their respective signatories to this Agreement have corporate or organizational authority
to execute this Agreement.
Section 7.22. Form 1295. Submitted herewith, if required by applicable law, is a completed Form 1295
generated by the Texas Ethics Commission's("TEC")electronic filing application in accordance with the
provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC(the
"Form 1295"). The City hereby confirms receipt of the Form 1295 from Owner, and the City agrees to
acknowledge such form with the TEC through its electronic filing application not later than the 30th day
after the receipt of such form. The Parties understand and agree that, with the exception of information
identifying the City and the contract identification number, neither the City nor its consultants are
responsible for the information contained in the Form 1295; that the information contained in the Form
I295 has been provided solely by Owner; and, neither the City not its consultants have verified such
information.
Section 7.23.Certifications.
7.23.1. Pursuant to Texas Government Code Chapter 2271,as amended,Owner verifies that at the time of
execution and delivery of this Agreement and for the term of this Agreement, neither 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.
7.23.2. Pursuant to Texas Government Code, Chapter 2252, as amended, Owner represents and verifies
that at the time of execution and delivery of this Agreement and for the term of this Agreement, neither
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.
7.23.3. Pursuant to Chapter 2276 of the Texas Government Code(as added by Senate Bill 13, 871 Texas
Legislature, Regular Session and redesignated by House Bill 4595, 881 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, 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.
7.23.4. Pursuant to Chapter 2274 of the Texas Government Code(as added by Senate Bill 19, 87t,Texas
Legislature,Regular Session,"SB 19"),Owner certifies that it is not a Company that has a practice,policy,
guidance,or directive that discriminates against a firearm entity or firearm trade association and agrees it
will not discriminate against a firearm entity or firearm trade association during the term of this Agreement.
The terms"discriminates against a firearm entity or firearm trade association"and"discriminate against a
firearm entity or firearm trade association"have the meaning assigned to the term"discriminate against a
firearm entity or firearm trade association"in Section 2274.001(3),Texas Government Code(as added by
SB 19). For purposes of this paragraph, "Company" means a for-profit organization, association,
corporation,partnership,joint venture,limited partnership,limited liability partnership,or limited liability
company,including a wholly owned subsidiary,majority-owned subsidiary,parent company,or affiliate of
those entities or business associations,that exists to make a profit,but does not mean a sole proprietorship.
City of Denton Utility Service Agreement
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018443. -5199.v11
7.23.5. Owner further certifies that, notwithstanding anything contained in this Agreement, the
representations and covenants contained in this Section 7.22 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 7.22 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.
Section 7.24 Non-Appropriation.Notwithstanding any provisions contained herein,the obligations of the
City under this Agreement are expressly contingent upon the availability of funding for each item and
obligation contained herein.Neither the Owner or the District shall have a right of action against the City
in the event the City is unable to fulfill its obligations under this Agreement as a result of lack of sufficient
funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or
authorize funding for this Agreement during the current or future fiscal years.If the City is unable to fulfill
its obligations under this Agreement as a result of lack of sufficient funding,or if funds become unavailable,
the City,at its sole discretion, may provide funds from a separate source or may terminate this Agreement
by written notice at the earliest possible time prior to the end of its fiscal year.
Section 7.25 Reservations of Capacity.Any reservation of Water capacity by the City stated or implied
by this Agreement shall not be construed to extend beyond the Deadline,unless the Deadline under Section
7.4.2 of this Agreement is extended pursuant to Section 7.4.4 of this Agreement in which case any stated
or implied reservation shall only extend for the period consented to by Denton's City Manager.
IN WITNESS WHEREOF,the Parties hereto acting under authority of their respective governing bodies
have caused this Agreement to be duly executed in several counterparts, each of which shall constitute an
original,all as of the day and year first above written,which is the Effective Date.
[SIGNATURE PAGES FOLLOW]
City of Denton Utility service Agreement
Page 16 of 30
018443.000001\4863-9339-5199.v 11
CITY OF DENTON
By:
Sara Hensley,City er
ATTEST:
Lauren Thoden,City Secretary
APPROVED AS TO FORM AND LEGALITY:
Mack Reinwand,City Attorney
City of Denton Utility Service Agreement
Page 17 of 30
018443. -5199.v11
DISTRICT
By:
Pr s"d t. Board of Directors
ATTEST:
Secretary, Board o Directors
APPROVED AS TO FORM AND LEGALITY:
Mindy L. Ko le, Attorney for the istrict
City of Denton Utility Service Agreement
Page 18 of 30
0 18443.00000 1\4863-9339-5199.v I I
OWNER
TCCI SANCTUARY,LLC.
a Texas limited liability company
By: TCCI Development Group, Inc.,
a Texas corporation
its Manager
By:
Name: Tommy Cansler
Title: President
City of Denton Utility Service Agreement
Page 19 of30
0 18443,00000 1\4863-9339-5199.v I I
EXHIBIT"A"
THE PROPERTY
EXH BI7'rt-
DE'JON COUNTY TEXAS
273 73 ACRE MAJDARv DESCRIPT CN
July 20 C:43
-?et:cf 3
be rg 273 03 sc-r:o:of t-e S W-her S.wer 4b:.ract No 13:9 be-S a cs ee 272 6'ac-e t-act of
de:-c-bed -ceed as Tact Two to Da-rr Joe G.e:t a-c co-,-C,Sweatr,a- -eco-dee.+ -:t--,t—ra
:D19-3193 0-fez Pecot: De+:o�to.,+:, Te.=10 A D C T I sa a 373 C3 ac-e t+set oe-;rwe
pa-t.c..la-ir dex-,*cC:..-.e:e:a-d bo--d--a:fo ow:
bee++-g a:a•rag-a :et'o-i-e t.ot�we::co-^er d as a 272 6'sc•e tract:-.e So.:-«rt co•-r•c'a
:::s 290 ac-e tact of a+d-eco-ced 2012-12233 10 A D C T I a^d ae-g t-t ta3 t�wr t
to—e,of; 2-3 03 u-t t-ac-
__ .:r_-?o 48'39'East.Pa:;-g at a a sta+ee of 23 61 fret a 1 2.-c- -a--QC to--e to-t-_-5
an a c.=-cc of:6:2 66 feet to a 1 2—cn -o-•oC fo--c fo-t-e So,ttea:t co•-er of:a a to.290::
t-xt a-d a So.:-w e.1 Co-le-o'a ca CC 20$51 ac-e tact of a-e cesc-aed I CeeC a:7-art 2 to Cox--.
Had-a: LLC -eco•Ced -1-»•6—era%'o 6141= 0 A 0 C T
:E t:CY_`?s.a.3 East 3:s:3nee Of!!C 63 fee't0 3 a—aroe of 550 63 ftt:to a 1
:_-c for:-e io.:-*a:t to—*-of:a{20 SS1 acre:'act a-c tie So:-we Ca--e-bf a ca to 19
x-c tract of:-e eexr we deed a:Tear,L to Co-*-.Prooe-r.Ho'd+p: LLC•eco-cee -1-;t•.•re+T t.o
6341C ;0Pa0CTi.
E%ort----V40`53'East,a c sta-cc of 54.14 fee:to a 1 2--e+ •w, oe fo-_ro'o•
-r of a:a d 19 449 ac-t tract a-e t+e So.:+we ce•-e-of a sad 11 26 ac-e tact of-a-C
..C Nom e't753-Ent 3 C stance of?`_85'ee-'o 3:,Z•-c- -o--oc fo.-d b the f JOr7--
..,mer e.Jcs 2:3 02 acre t-a:t.
--f'etr:E 00':'4f East,3 a Stan:*:if r 1_ -='ee:tc a fe^•t.Comer ow'o nd.
'-1Et.--E Sovm DO' :.;'. East a c sty-x °'d"'=et x a 1 2--c- -o--ad:ts-xe
TOP00-1; ,C-set.
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-Et.CE!s0-'+00-!.5 East acstanx
1,sw"203sretract
'-iEt%CE So�-th yd".4'3''-Vest a--,Stance c'2 8.43'•'eet to a-0 3 rc-1 fte tre Sown sr cCt -
cf,),,s 272 03 rre trait
--+EACE ttcr-:.•t 2'4?'Ent 3_s•twr#of A_Q:'.i feet:ore po-t of otg---g a-d W--a--_
273 03 ac-e:a#a-d
At tea--3 a st3'-:*s 3r4 ewc r:9'.es c e!3 nea tw*n Ne I c.t rasec upon the Teas_OCrd na*e
Systerr of Jfr22 icor-IrnoNy "eras State P rr Coord rase:ys*m hx Cenxal 2cre n 1.S
survey F?•tt
Tcf>73:-c Land= rwrom
.43t 1V ns.:Ctt Fax rgE_titviVe•T-r 5 C.7,Ct4rrr7 rtil w-goof;.aofE-
Ste Nc c:p W+P.M xv ML SMA-.u:T K-cJz:4•F1t^
=on' :rtn TX 71
City of Benton Utility Service Agreement
Page 20 of 30
018443. -5199.v 11
EXHIBIT"B"
WATER STUDY
Exhibit B - Water Study
Sanctuary Development
Water Analysis - Revised
Denton, Texas
NOVEL+IBER 2024
11/04/2024
t •�A• ��
Prepared By:
Kimley >»Horn
801 Chem Street,L nit a 11.Ste. 1300
Fort Worth.Texas 76102
I13PF\O.F-928
MIA No.06WO1401
For:
ON of Denton Utility Service Agreement
Page 21 of 30
018443.000001',4863-9339-5199.v11
INTRODUCTION
The proposed Sanctuary development is located southwest of the US 380 and F.M 156 Intersection outside
the corporate limits of the City of Denton('City').but within City of Denton extraterritorial jurisdiction(ETJ
Division 2)
Kimley-Horn(KH)performed a hydraulic analysis to determine impacts to the City of Denton's water system
and infrastructure required to serve the proposed Sanctuary Development The development is comprised
of approximately 3 300 single family units and 300 multi-family units,as well as 5 4 acres of retail and 7 5
acres of amenity centers, Below is an exhibit showing the location of the proposed development
The analysis was performed in accordance with the'City of Denton Design Cntena Manuar dated July
2024
i '14K rL��� '•`'
i _f t•. _ �i_ r>ir
a4 •4 • r.
_M
Location Map Exhibit
WATER DEMAND LOAD PROJECTIONS
As part of the water analysis, Kimley-Horn assessed the Maximum Day+Fire Flow and the Peak Hour
scenarios as required by the Texas Commission on Environmental Quality(TCEQ) Kimley-Horn assessed
the peak flows in the water system using the existing water system model provided by the City as part of
the Legends Ranch water study in May 2019 Kimley-Hom used the following assumptions for water
demands per the current model,industry standards.and the City of Denton Water and Wastewater Criteria
Manual dated July 2024
• 3.2 people per single-family unit
3,300 units in the single-family development
160 gallons per capita per day for average water demand
• 2.0 average day to maximum day water demand peaking factor
1.5 maximum day to peak hour water demand peaking factor
Sanctuary V.1a:er.:na rsa-Reasey
No,,errber 202.
K_-1 Fro,e:!Numcer D68301d01
City of Denton Utility Service Agreement
Page 22 of 30
018443. -5199.vII
Using the above assumptions,Kimley Horn calculated the following
Table i-Water System Demands
Number o I Water Water Max Water Peak
Average Day
Conneclti'ons Demand Day Demand Hour Demand
Sanctuary 3.300 1,278 2,556 3,834
Development
Baker Tract 607 216 432 648
(By Others)
Legends Y ��
Ranch Ph 6 173 66 132 198
(By Others)
Total 4,080 1,560 3,120 4,680
Additionally, Kimley-Horn analyzed the maximum number of connections of the proposed 30"
transmission main During this analysis Kimley-Horn determined the proposed 30`transmission
main can accommodate an additional 660 single family equivalent(SFE)connections Calculated
demands are show in Table 2 below
Table 2-Water System Ultimate Demands
Maximum Water Water Max Water Peak
Number of Average Day
Connections Demand fgp-) (gpm)
4,740 1,722 3.444 5,166
Sarrctuarr.'.2-- .r+ss-4e,.-sn
-.e-te,202'
Kh Fro;e-,urrtcx 368301:0'
City of Denton utility Service Agreement
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018443.000001\4863-9339-5199.v11
WATER
Based on the analysis.the Sanctuary Development ultimately will require the following improvements to
the existing water system
• One(1)30-inch water line from Northwest EST to the Sanctuary Development
• One(1)16-inch water line through the Sanctuary Development
Kimley-Hom assessed two different scenarios Peak Hour and Maximum Day + Fire Flow The model
received from the City included 2018 MAX DAY EPS and 2018_MD_FIREFLOW scenarios Diurnal
patterns were applied to all demand nodes in the existing models The existing water model has three built-
in diurnal curves The 2018 DIURNAL CENTRAL was utilized for this proposed development. This
development is ultimately proposed to receive water from the Northwest Pressure Plane
During analysis, it was assumed that the Northwest Booster Pump Station and Northwest 36' Water
Transmission main are active and in-service. Both projects are currently under construction with an
anticipated completion of Spring 2024 Additionally,it was assumed that no finished floor elevation would
be above 760 It If any homes or buildings are constructed above the 760 It elevation then a 24-inch water
line through the Sanctuary Development will be required
PEAK HOUR ANALYStS
For the Peak Hour scenario,Kimley-Horn added the projected Peak Hour demand to the proposed nodes
as described above Kimley-Horn then ran the Maximum Day Extended Phase Simulation(EPS). The
peaking induced in the Maximum Day EPS model run simulates the Peak Hour event Kimley-Horn
compared model results both before and after the development TCEO requires that a minimum pressure
of 35 psi be maintained in the water system during peak flow events
Comparing the before and after ultimate Peak Hour results there are no new additional nodes that drop
below 35 psi.In the ultimate demand conditions for the proposed development.the lowest pressure is 39
psi,which exceeds the required 35 psi
MAXIMUM D. 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 Kimley-Horn added the baseline demands of the proposed development in nodes to the model
and added these nodes to the fire flow list to calculate available fire flow.
TCEO requires that a minimum pressure of 20 psi be maintained in the water system during fire flow events.
After development demands are added,no additional nodes fall below the required fire flow threshold. In
the ultimate demand conditions for the proposed development,the lowest pressure will exceed 23 psi while
meeting fire flow demands These pressures meet the minimum TCEO criteria.
- — SancCiay'ih'ater Pna'ysis-Revised
2024
Kr P,c;e_,.%umrr_ ^.b830140'
Citt of Denton Utility Service Aereement
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018443. -5199.v11
CONCLUSIONS
Per our analysis,the proposed infrastructure satisfies the Peak Hour and the Max Day+Fire Flow scenarios
for the proposed development The findings of this water capacity analysis are summarized in Table 3
below
Table 3—Water System Analysis
Peak Hour 39 91
Maximum Day+ 23 88
Fire Flow
As demonstrated in the findings above,the Denton water system and Northwest Pressure Plane can
accommodate the proposed Sanctuary development with the following infrastructure improvements
• City of Denton Northwest Booster Pump Station construction complete
• City of Denton Northwest 36-inch water line construction complete
• Proposed 30-inch water main from Northwest EST to Sanctuary Development constructed
• Proposed 16-inch water main throughout Sanctuary Development constructed
• No finished floor elevation within the Sanctuary Development is greater than 760 ft
Sa^ctuay Wet-- a s,s-Revise3
florember 202:
KH Proiea Number 068301401
City of Denton Utility Scrvicc Agreement
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018443. -5199.-,11
Sf
City of Denton Utility Service Agreement
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018443.000001'k4863-9339-5199.v I I
EDIT"C"
ESTIMATED COST OF CONSTRUCTION
Exhibit C-Estimated Cost of Construction
Klmley-Hom and Associates.Inc. Opinion of Probable Construction Cost
Eoettt t
iecC saro many offsite water t-ltte prepared BY WAWJ
No.: 068301403 checked
e- ater is
tt ee
1 01 . 1 -Nibbdu2ton _ 1 1 $
t 1
2 3314.-014--is,olp water ape—--- - -_ 331410 �3�700 -LF-- _ $155. - Sy123 500.00
3 3314.022-30'OfP Water Ppe _ 3314 10 33,040 LF S305. $10,077,200.00
4 _3305.032-48'Casing by Otht+r VUi Open CW ----33 05 07 _3360 _ L F�__s12(!0.- 52,632�000.00
5 3305.027-48'CaM V by Open Cut _ __ 33 05 07 400 LF $600. $240,000.00
-- -
6 3305.102-30'DIP Water Cartier Pipe 330515,- - - Z760 LF- — S250 I — $690.000.00
33 14 10
6 3314.330-16'Gate valve and Vault- _ 3314 20 $I- 000. $120 000.00
7 3314.332-30'Gate Valve and vawt _--- l---- 3314 20 _ 78 - EA -- SB6 St 170 000.00
8 3314.404-4'Water Air Release Valve and Vault --- 3314 30 6---_ -_EA _ S20.000. $120.000.00
9 3314.407-Fue Hydrant ASSem� ---__3314 40 14 - EA _ S10 000. 5140,000.00
10 3314,396-2V Water Main C wedw with Sartdom 331425 1 _ -EA $20 000. S20,000 00
11 9999.001 -CWMft PrdecbM§§stern 134713 1 _ LS� 5100000. S100.000.00
_ 12 0158.001 -Terr>parary Rrolett -.------.__ 015813 - 4 EA__- _- $500. _$2 M.00
13 157.001 -Storm Water PoWtw Prevention Plan(SWPPP>1 _ 312514 1_ U 52000. SZOM.00
_ 14 _3125.010-Storm Water PoihAbn Prevenion Device bsta0aWn 312514 _ 1 _Ls _ $70,000. S70,000.00
15_3125-011 -Remove Storrs Water PdAfian Prevention D wices _ 312514 1 Ls $10 000. $10.000.00
16 3100.001 -Sde�e arPr anon_ _____..-_-• 329300 - 1 - - LS -$35.000. M000.00
17 9999.002-5ldace - 1 LS - - SZOD�OOD. S200.000.00
18 3306.021 -Trench Suety -- -_-- 330505 33040 _LF --_ _- $1. �-- S3-3040.00
19 Easement -Penyw nt Easemerd-- - 835600 SF $12 _ 31 444 500.00
20 _EasemtniACMMM-TMV.Cansbuction Easemera-�---__,_016 2W SF - -- s0. _ 5863 770.00
21 Easemerd Acgresitbn Company Services(Per Parcel,Approx) 22 EA $15,000. _ S330.000.00
22 _3305.146-utility Markers u - 330597 - 1 of---510.000. $Igo AO
23 3305.147-Locatlon of Enstlnq Ltatities " -- - 33 OS 98 1 LS 525.000. $25,000.00
S for Cost on: .
Enpreenng!`1f+) 10 32:035.801.00
ca"gem •1 15 $3053701.50
C.7 c p.ar TOW1
City of Denton Utility Service Agreement
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018443.000001\4863-9339-5199.v 11
EXHHBIT"D"
FORM OF EASEMENT
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: [YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER.]
WATER EASEMENT
THE STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON §
THAT , (Grantor)whose mailing address is
in consideration of the sum of ONE DOLLAR
and NO CENTS($1.00)and other good and valuable consideration in hand paid by SANCTUARY
MUNICIPAL UTILITY DISTRICT NO. 1 OF DENTON COUNTY (Grantee), the receipt of
which is hereby acknowledged,does by these presents grant,bargain,sell and convey unto Grantee
the free and uninterrupted use, liberty and privilege of the passage in, along, upon and across the
following described property, owned by Grantor and situated in Denton County, Texas, in the
Abstract No.
PROPERTY AREA DESCRIBED IN EXHIBIT"A"
AND ILLUSTRATED IN EXHIBIT"B"
ALL ATTACHED HERETO AND MADE A PART HEREOF
And it is further agreed that Grantee, in consideration of the benefits above set out, will
remove from the property above described, such fences, buildings and other obstructions as may
now be found upon said property.
City of Denton Utility Service Agreement
Page 28 of 30
018443.000001\4863-9339-5199.vi1
For the purpose of constructing, reconstructing, installing, repairing, and perpetually
maintaining water facilities and related appurtenances in, along, upon and across said premises,
with the right and privilege at all times of the Grantee herein,his or its agents,employees,workmen
and representatives having ingress, egress, and regress in, along, upon and across said premises
for the purpose of making additions to,improvements on and repairs to the said water facilities or
any part thereof.
This instrument shall be binding on, and inure to the benefit of, Grantee and Grantor and
their respective successors and assigns. Grantee may assign this easement to any entity
maintaining any portion of the said water facilities, including the City of Denton, Texas, without
the consent of Grantor,so long as doing so does not interfere with Grantor's rights hereunder.
TO HAVE AND TO HOLD unto the said Grantee as aforesaid for the purposes aforesaid
the premises above described.
Witness its hand,this day of ,20_.
By:
By:
Print Name:
Print Title:
City of Denton Utility Service Agreement
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018443.000001\4863-9339-5199.v11
ACKNOWLEDGMENT
THE STATE OF §
COUNTY OF §
Before me,the undersigned authority,on this day personally appeared
of , a Texas limited liability company,known to me to be the person
whose name is subscribed to the foregoing instrument,and acknowledged to me that he/she
executed the same for the purposes and consideration therein expressed,in the capacity therein
state and as the act and deed of said
Given under my hand and seal of office on this day of ,20_.
Notary Public,in and for the State of
My Commission Expires:
Accepted this day of ,20_for the City of Denton,Texas
(Resolution No. 91-073).
BY:
AFTER RECORDING RETURN TO:
Development Services—Real Estate Division
401 N.Elm Street
Denton,Texas 76201
Attention:Mark Laird
City of Denton Utility Service Agreement
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0 18443.00000 1\4863-9339-5199.v I I