Sanctuary MUD #2 Development Agreement Denton County
Juli Luke
County Clerk
Instrument Number: 12363
ERecordings-RP
AGREEMENT
Recorded On: February 06, 2025 02:56 PM Number of Pages: 59
" Examined and Charged as Follows: "
Total Recording: $257.00
***********THIS PAGE IS PART OF THE INSTRUMENT***********
Any provision herein which restricts the Sale, 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: 12363 Corporation Service Company
Receipt Number:
Recorded Date/Time: February 06, 2025 02:56 PM
User: Joy R
Station: Station 19
STATE OF TEXAS
G�UNTJ COUNTY OF DENTON
E j I hereby certify that this Instrument was FILED In the File Number sequence on the dateltime
printed hereon, and was duly RECORDED in the Official Records of Denton County, Texas.
G Juli Luke
846 County Clerk
Denton County, TX
DEVELOPMENT AGREEMENT
This Development Agreement (this "Agreement") is entered into by and between TCCI
Sanctuary, LLC, a Texas limited liability company (the "Owner"), Sanctuary Municipal Utility
District No. 1 of Denton County, a political subdivision of the State of Texas ("District No. I"),
Sanctuary Municipal District No.2 of Denton County, a political subdivision of the State of Texas
("District No. 2" and, collectively with District No. 1, the "Districts'), 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
WHEREAS, certain terms used herein are defined in Article I;and
WHEREAS,the Owner, District No. 1,District No. 2, and the City (which are sometimes
individually referred to as a "P ' and collectively as the "Parties") desire to enter into this
Agreement; and
WHEREAS, the Owner owns an approximately 836.02-acre tract of land described by
metes and bounds on Exhibit A and depicted on Exhibit B attached hereto and incorporated herein
(the "Pro a "), approximately 433.92 acres of which lie within the boundaries of District No.1,
approximately 377.11 acres of which lie within the boundaries of District No.2,and approximately
24.99 acres of which Owner desires and intends to annex into the boundaries of District No. 1;and
WHEREAS,the Property is located wholly within the extraterritorial jurisdiction("ETJ")
of the City; and
WHEREAS, the Owner intends to develop the Property as part of a master planned
residential development, consisting of approximately 3,300 single-family connections (the
"Development"); and
WHEREAS, the Parties intend that the Property will be developed in accordance with the
agreed concept plan(the"Concept Plan")attached hereto as Exhibit C,the Governing Regulations
as defined in Section 7.1 of this Agreement,and the development standards set forth in Exhibit D
(the"Development Standards"); and
WHEREAS,the Owner intends to construct and/or make financial contributions to certain
on-site and off-site public improvements to serve the development of the Property; and
WHEREAS, the Owner is required to provide certain internal roadways for the
Development within the Districts, as depicted on Exhibit E attached hereto (collectively, the
"Onsite Roadway Improvements"and, collectively with the Water Improvements defined herein,
the"Public Infrastructure"); and
WHEREAS, the City has determined that full development of the Property as provided
herein will promote local economic development within the City and will stimulate business and
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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
WHEREAS, the Parties have determined that the Development will increase the quality
of housing within the City; and
WHEREAS,the City supports the annexation of an approximately 24.99-acre tract of land
into District No. 1 ("Annexation Tract No. F) and the annexation of an approximately 185.88-
acre tract of land into District No. 2 ("Annexation Tract No, 2"and,collectively with Annexation
Tract No. 1, the "Annexation Tracts") upon the exclusion of Annexation Tract No. 2 from the
boundaries of District No. 1,under appropriate parameters, as set forth herein; and
WHEREAS, as evidence of the City's consent to the annexation of the Annexation Tracts
into the Districts,Owner requests that the City adopt Annexation Consent Resolutions in the forms
attached hereto as Exhibit H-1 and Exhibit H-2 (the "Annexation Consent Resolutions"),
demonstrating the City's consent, pursuant to Section 42.0425 of the Texas Local Government
Code and Section 54.016 of the Texas Water Code,to the inclusion of the Annexation Tracts into
the Districts; and
WHEREAS, the Parties desire each of the Districts and the City to enter into a strategic
partnership agreement, the form of which is attached hereto as Exhibit I, within one hundred
twenty (120)days of the date of approval of this Agreement; and
WHEREAS, the Owner shall submit water plans for all or a portion of the Development
in accordance with the Governing Regulations and this Agreement; and
WHEREAS, the City and the Owner agree that the Development can best proceed
pursuant to a development agreement such as this Agreement; and
WHEREAS, as the Property is within the City's ET3 2, the Parties have the authority to
enter into this Agreement pursuant to Section 212.171 et seq of the Texas Local Government Code
and other applicable law; and
NOW,THEREFORE,for and in consideration of the mutual covenants of the Parties set
forth in this Agreement and for other good and valuable consideration, the receipt and adequacy
of which are acknowledged,the Parties agree as follows:
ARTICLE I
GENERAL TERMS AND DEFINITIONS
1.1 Recitals. The recitals to this Agreement are incorporated herein for all purposes.
1.2 Definitions. Unless the context requires otherwise, the following terms shall have
the meanings hereinafter set forth:
Annexation Consent Resolutions is defined in the Recitals, the forms of which is attached
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hereto as Exhibit H-1 and Exhibit H-2.
Building,Codes is defined in Section 7.1(e).
CCN means Certificate of Convenience and Necessity issued by the Texas Public Utilities
Commission.
ty is defined in the introductory paragraph.
City Assignee is defined in Section 11.2.
City Council means the city council of the City.
City Regulations is defined in Section 7.1(a).
Concept Plan means the concept plan as shown in Exhibit C.
Co=is defined in the Recitals.
DevelopMent is defined in the Recitals.
Development Standards means the development standards attached hereto as Exhibit D.
District is defined in the Recitals.
Effective Date is defined in the introductory paragraph.
End-Buyer is defined in Section 12.1.
ETJ is defined in the Recitals.
Governing Regulations is defined in Section 7.l.
ILA is defined in Section 6.2(a).
Offsite Water Improvements means the offsite water improvements detailed and illustrated
in Exhibit F required to connect the City's water system to the Onite Water Improvements.
Offsite Roadway Improvements is defined in the Recitals and reflected in Exhibit E.
Onite Water Improvements is defined in the Recitals.
Oversized Improvements is defined in Section 3.5.
Owner is defined in the introductory paragraph.
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Owner Assignee is defined in Section 11.1(a).
Parties means the Owner and the City.
PM!y means the Owner or the City.
Properiy 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 Water
Improvements.
TCEQ is defined in the Recitals.
Water Improvements means the Offsite Water Improvements and the Onsite Water
Improvements.
ARTICLE II
CONSENT TO ANNEXATION INTO DISTRICTS; DISTRICT BONDS
2.1 Consent to Annexation into the Districts. Contemporaneously with the approval of
this Agreement,the City Council agrees to adopt separate Annexation Consent Resolutions, in the
forms attached hereto as Exhibit H-1 and Exhibit H-2, evidencing its consent to the annexation
of each of the Annexation Tracts into the Districts. This Agreement and the Annexation Consent
Resolutions constitute the irrevocable and unconditional consent of the City to the annexation of
the Annexation Tracts into the Districts. The City agrees to adopt such further ordinances and
execute such further documents as may reasonably be requested by Owner, the TCEQ, the
Attorney General,or the District to evidence the City's consents as set forth in this Agreement and
in the Creation Consent Resolution and Annexation Consent Resolutions.
2.2 Limitation of Powers. Except as provided in this Agreement, nothing herein is
intended to limit, impair,or conflict with the authority of or powers granted to the Districts by the
Texas Constitution, Texas Water Code, Texas Local Government Code, or any other current or
future statute applicable to such districts.
2.3 District Bonds. The Districts shall adhere to the following requirements relating to
the issuance of bonds:
(a) The Districts may issue bonds for wastewater system 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 Districts may reimburse Owner for the costs associated with the construction
of such infrastructure necessary to serve the District and any other infrastructure costs, creation
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costs and developer advances for the District's operating expenses that may be reimbursed in
accordance with TCEQ rules and regulations.
(c) The Districts may issue bonds for the purpose of purchasing committed capacity
in, or paying for contract rights related to, water supply or wastewater treatment or collection
facilities and services,subject to TCEQ rules and regulations.
(d) The Districts may finance the oversizing of water, sewer or drainage facilities to
serve areas within the Property that are outside the District, provided that the requirements of 30
Texas Administrative Code Section 293.44(a)(8)are satisfied.
(e) The Districts will not issue bonds if the total tax rate (as calculated by the TCEQ
rules)would exceed$1.20 per$100 of assessed valuation.
ARTICLE III
ANNEXATION
3.1 Immunity From Full Purpose Annexation. As to that portion of the Property located
in a particular District,except as provided in a strategic partnership agreement, the form of which
is attached hereto as Exhibit I (the "SPA"), the Property shall remain in the ETJ of the City and
be immune from full purpose annexation by the City until such time that Owner has received from
the District one hundred percent (100%) of all reimbursables due to Owner by the District. Each
District shall enter into the SPA with the City within one hundred twenty(120)days of the adoption
of this agreement. Owner hereby consents to the full purpose annexation of the Property by the
City upon the occurrence of Owner's receipt of one hundred percent (100%) of all reimbursables
due to Owner by the District.
3.2 Consent to Annexation. SUBJECT TO SECTION 3.1 OF THIS
AGREEMENT, OWNER AND ALL FUTURE OWNERS OF THE PROPERTY
INCLUDING END-BUYERS AND FUTURE DEVELOPERS IRREVOCABLY AND
UNCONDITIONALLY CONSENT TO THE FULL PURPOSE ANNEXATION UNDER
STATE LAW OF THE PROPERTY INTO THE CORPORATE LIMITS OF THE CITY IN
ACCORDANCE WITH THIS AGREEMENT AND WAIVE ALL OBJECTIONS.
ELECTIONS AND PROTESTS TO SUCH ANNEXATION. THIS AGREEMENT SHALL
SERVE AS THE PETITION OF OWNER AND ALL FUTURE OWNERS AND FUTURE
DEVELOPERS FOR FULL PURPOSE ANNEXATION OF THE PROPERTY IN
ACCORDANCE WITH THIS AGREEMENT AND SPECIFICALLY THE
RESTRICTIONS SET FORTH IN SECTION 3.1 OF THIS AGREEMENT.
3.3 Limited Purpose Annexation. Owner agrees that the City shall have the right to
annex those areas of the Property that are intended for commercial development for the sole and
limited purpose of allowing the City to impose sales and use taxes within the boundaries of such
commercial and/or retail areas to the extent permitted by State law. The terms and conditions upon
which such limited purpose annexations may occur shall be set forth in strategic partnership
agreements between each District and the City,the form of which is attached hereto as Exhibit I,
pursuant to Section 43.0751 of the Texas Local Government Code. No limited purpose annexation
pursuant to a strategic partnership agreement shall affect, in any way, the ETJ status of the
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Property; and, notwithstanding any limited purpose annexation, the areas annexed, as well as the
remainder of the Property,shall continue to be located within the ETJ of the City for the purposes
of this Agreement.
ARTICLE IV
WATER SERVICE AND IMPROVEMENTS; WASTEWATER
4.1 Water Service. The Property is not within any water or wastewater certificate of
convenience and necessity ("CCN'}. The Parties intend for the City to be the exclusive retail
provider of water service to the Property and to customers located within the Property. Such retail
water service shall be provided at the rates and pursuant to the terms provided in Utility Service
Agreements between the City,the Owner,and each District in a form agreed-upon by the City,the
Owner, and the Districts. Any additional terms involving wastewater will also be addressed in the
Utility Service Agreements. The City's obligations to provide water service to the Development
or the Districts under any agreement shall be subject to the condition precedent that the Owner and
the District have not defaulted under this Agreement.
4.2 InMections, Acceptance of Water Improvements.
(a) No Release. The City shall not release the Owner from its responsibility to
construct, or ensure the construction of, adequate Water Improvements in
accordance with approved engineering plans, construction plans, and other
approved plans related to development of the Property.
(e) Approval of Plats/Plans. Plats shall be reviewed and approved either by the City
or the County, at Owner's sole discretion. Approval of permits, plans, designs or
specifications by the City shall be in accordance with the Governing Regulations,
City's current published Design Criteria, and the applicable Utility Service
Agreement between the City,Owner,and each respective District. Approval by the
City, the City's engineer or other City employee or representative of any permits,
plans, designs or specifications submitted pursuant to this Agreement or pursuant
to the City's current published Design Criteria or the Utility Service Agreement
shall not constitute or be deemed to be a release of the responsibility and liability
of Owner, its engineer, employees, officers or agents for the accuracy and
competency of their design and specifications. Further, any such approvals shall
not be deemed to be an assumption of such responsibility and liability by the City
for any defect in the design and specifications prepared by Owner or Owner's
engineer, or engineer's officers, agents or employees, it being the intent of the
Parties that approval by the City's engineer signifies the City's approval on only
the general design concept of the improvements to be constructed. All water plans
of Owner related to the Property shall meet the requirements of the applicable
City's current published Design Criteria.
4.3 Impact Fees and other Development Fees. Owner acknowledges and agrees that
the Property is subject to the assessment of water impact fees, as well as other dedication,
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construction, and fee requirements pursuant to the applicable Utility Service Agreement entered
between Owner, each respective District,and the City.
4.4 Easements. The Owner shall convey utility easements to the City by plat at the
time of filing of a final plat for the construction,maintenance,and operation of water or wastewater
facilities in accordance with Exhibit G for use by the City in their future water master planning
efforts.
ARTICLE V
ROADWAYS
5.1 Traffic Impact Analysis. Owner will submit to the City a full traffic impact analysis
(the"TIA")prior to the submittal of the initial construction engineering plan application. The TIA
shall include construction triggers for the life of the Development.
5.2 Design and Construction of Onsite Roadway Improvements. All Onsite Roadway
Improvements, as shown in Exhibit E attached hereto, shall be designed and constructed by
Owner,at Owner's sole cost,in compliance with the Governing Regulations. The City agrees that
phasing of any Onsite Roadway Improvements may follow phasing of the Development.
5.3 Dedication of Right-of-Wax. Owner agrees to comply with any applicable City or
County Mobility Plan for the dedication of rights-of-way within the Districts, including, but not
limited to, the Onsite Roadway Improvements shown on Exhibit E attached hereto.
5.4 Offsite Roadway Improvements. The Owner agrees to design and construct offsite
roadway improvements, as shown in Exhibit E attached hereto, at Owner's sole cost based on
Denton County specifications including the alignment of George Owens Road at Old Stoney Road,
and construction of one-half of the future 4-lane cross-section on George Owens Road,
ARTICLE VI
STORMWATER;_DRAINAGE; FLOODPLAIN
Prior to submission of construction engineering plans for the Development that impact
FEMA-designated floodplain,Owner shall submit to the City's engineer a downstream assessment
and conditional letter of map revision("CLOMR'), if needed,for review and approval by the City
prior to submission. Solely for purpose of this Agreement and to avoid and reduce uncertainties
related to the enforcement of Governing Regulations (as hereinafter defined), floodplain
reclamation within the City's Division Two ETJ shall not trigger an Alternate ESA Plan approval.
The Owner agrees to pay any City project review fees as specified in the City of Denton Fee
Schedule related to the City's review of items in Article VI.
ARTICLE VII
MUNICIPAL SOLID WASTE/RECYCLING SERVICE
7.1 Municipal Solid Waste/Recycling Service. The Parties agree that the Property shall
be served with municipal solid waste/recycling service in the most cost-effective manner.
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Notwithstanding the foregoing, before Owner and/or the Districts enter into a contract with a
municipal solid waste/recycling service provider,Owner and/or the Districts must provide the City
with any and all bona fide offers that Owner and/or the Districts receive from any municipal solid
waste/recycling service providers that can legally provide such service to the Property. The City
shall then have thirty(30)business days to provide to Owner and/or the Districts an offer from the
City to provide municipal solid waste/recycling service to the Property. The Parties agree that if
the City's offer is substantially similar to the most cost-effective offer received by Owner and/or
the Districts from another municipal solid waste/recycling service provider that can legally provide
such service to the Property, Owner and/or the Districts must obtain municipal solid
waste/recycling service to the Property from the City. The term"substantially similar,"as used in
this Section 7.1,means that the terms of the offers provide approximately the same level of service
at approximately the same start-up costs to Owner and/or the Districts. Rates for municipal solid
waste/recycling service applicable to customers located within the Property will be pursuant to the
then applicable rate schedule, as approved by the City Council and published in the City's Utility
Rate Ordinance.
ARTICLE VIII
DEVELOPMENT REGULATIONS
8.1 Governing Regulations. Development of the Property shall be governed solely by
the following regulations(collectively,the"Governing Regulations"):
(a) the applicable City or County regulations, as may lawfully be amended at
any time, that are uniformly enforced within the City's Division 2 ETJ,
including, but not limited to, the following (collectively, the "Ci1y
Regulations"):
(i) The City's regulations that apply to the City's Division 2 ETJ;
(ii) Subchapter 2 (Administration and Procedures) of the Denton
Development Code,as applicable;
(iii) All plumbing infrastructure for structures contained on the Property
shall comply with the City's plumbing code in effect when the
structure is constructed, including, without limitation, permit
requirements;
(iv) Environmental regulations, as contained in Section 7.4
(Environmentally Sensitive Areas) of the Denton Development
Code,as applicable in the Division 2 ETJ as of the Effective Date of
this Agreement;
(v) Applicable water connection, construction and on-site operation
requirements, contained within Chapter 26 of the Denton Code of
Ordinances, as amended, and Subchapters 7 and 8 of the Denton
Development Code, as amended,the Denton Water and Wastewater
Criteria Manual, as amended and as supplemented by the Texas
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Water Code, as amended, the Texas Natural Resources Code, as
amended, the Texas Utilities Code, as amended, and applicable
administrative standards of the TCEQ,as amended;
(vi) Gas well 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 two hundred (200) feet from gas
wells, measured in a straight line from the well head to the nearest
single family property line.
(b) technical codes including all 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 Exhibit C and as amended from time
to time in accordance with this Agreement (the "Concept Plan"), which
Concept Plan is considered to be a development plan as provided for in
Section 212.172 of the Texas Local Government Code;
(d) the development standards set forth on Exhibit D attached hereto (the
"Development Standards");
(e) Development and subdivision regulations contained in Section 3.4,
Subchapter 7, and Subchapter 8 of the Denton Development Code, as
amended, together with applicable Design Criteria Manuals, Denton
Mobility Plan, and other approved Master Plans of the City, as amended,
and the most recent North Central Texas Council of Governments Standard
Specifications for Public Works Construction, as amended or replaced, as
applicable;
(f) Flood Protection, Drainage and related standards, as contained within
Chapter 30 of the Denton Development Code, as amended, Subchapters 7
and 8 of the Denton Development Code, as amended, the Denton
Stormwater Criteria Manual, as amended and as supplemented by
requirements of the Texas Water Code, as amended, the Texas Natural
Resources Code, as amended, the Texas Utilities Code, as amended, and
applicable administrative standards of the TCEQ, as amended, and
applicable administrative standards of the Federal Emergency Management
Administration,as amended;
(g) the building codes of the City, as amended, provided such building codes
are adopted by ordinance and uniformly applied throughout the City (the
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`Building Codes").
8.2 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.
ARTICLE IX
DEVELOPMENT PROCESS AND CHARGES
9.1 Fees. Except as specifically described below,Owner shall be subject to those water
fees and charges and other related fees due and payable to the City in connection with the
development of the Property that are charged uniformly to other Division 2 ETJ developments or
required as a result of other provisions of this agreement or other agreements between the Owner,
the Districts, and/or the City. All Capital Recovery Fees applicable to individual lots will be due
and payable by Owner pursuant to the Governing Regulations. Owner shall pay any fees or
penalties that accrue due to violation of the Governing Regulations as provided therein.
9.2 Building Permits. Owner,or any subsequent owner of any portion of the Property,
as appropriate, shall request and obtain a building permit from the City for every structure that is
constructed on the Property. The City shall allow Owner to request and obtain building permits
for no more than four model homes prior to the filing of a final plat. All fees charged to Owner,
or any subsequent owner of any portion of the Property, for building permits shall be the fees that
the City charges for building permits inside the corporate boundaries of the City pursuant to its
lawfully adopted fee schedule.
ARTICLE X
PARKS/TRAILS
Owner agrees to coordinate with the Director of the City's Parks Department to ensure that the
Districts' trail network is connected to the City's citywide trail network.
ARTICLE XI
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
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an agreement in writing.
ARTICLE XII
EVENTS OF DEFAULT; REMEDIES
12.1 Events of Default. No Parry shall be in default under this Agreement until notice
of the alleged failure of such Parry 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
nature of the alleged failure, but in no event more than 30 days after written notice of the alleged
failure has been given). Notwithstanding the foregoing, no Party shall be in default under this
Agreement if, within the applicable cure period, the Party to whom the notice was given begins
performance and thereafter diligently and continuously pursues performance until the alleged
failure has been cured and within such 30-day period gives written notice to the non-defaulting
Party of the details of why the cure will take longer than 30 days with a statement of how many
days are needed to cure.
12.2 Remedies. If a Party is in default,the aggrieved Party may,at its option and without
prejudice to any other right or remedy under this Agreement, seek any relief available at law or in
equity, including, but not limited to, an action under the Uniform 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 OR LIMIT THE TERM OF
THIS AGREEMENT.
ARTICLE XIII
ASSIGNMENT AND ENCUMBRANCE
13.1 Assignment by Owner to Successor Owners.
(a) Owner has the right (from time to time without the consent of the City, but upon
prior written notice to the City) to assign this Agreement, in whole or in part, and
including any obligation,right,title, or interest of Owner under this Agreement,to
any person or entity (an"Owner Assignee")that (i) is or will become an owner of
any portion of the Property or(ii)is controlled by or under common control by the
Owner, provided that the Owner is not in breach of this Agreement at the time of
such assignment. An Owner Assignee is considered the "Owner" and a "Party,"
and under this Agreement for purposes of the obligations, rights,title, and interest
assigned to the Owner Assignee. Notice of each proposed assignment to an Owner
Assignee shall be provided to the City and the Districts at least fifteen (15) days
prior to the effective date of the assignment, which notice shall include a copy of
the proposed assignment document together with the name, address, telephone
number, and e-mail address (if available) of a contact person representing the
Owner Assignee.
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(b) Each assignment shall be in writing executed by Owner and the Owner Assignee
and shall obligate the Owner Assignee to be bound by this Agreement to the extent
this Agreement applies or relates to the obligations, rights, title, or interests being
assigned. A copy of each fully executed assignment to an Owner Assignee shall be
provided to all Parties within fifteen(15)days after execution. From and after such
assignment, the City agrees to look solely to the Owner Assignee for the
performance of all obligations assigned to the Owner Assignee and agrees that
Owner shall be released from subsequently performing the assigned obligations and
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
by the City and the Districts within fifteen (15) days after execution, Owner shall
not be released until the City and the Districts receive such copy of the assignment.
(a) No assignment by Owner shall release Owner from any liability that resulted from
an act or omission by Owner that occurred prior to the effective date of the
assignment unless the City approves the release in writing.
(b) Owner shall maintain written records of all assignments made by Owner to Owner
Assignees, including a copy of each executed assignment and the Owner
Assignee's Notice information as required by this Agreement, and, upon written
request from another Party, shall provide a copy of such records to the requesting
person or entity.
13.2 Assignment by the City. The City has the right (from time to time without the
consent of Owner, but upon prior written Notice to Owner) to assign this Agreement,in whole or
in part, and including any obligation, right, title, or interest of the City under this Agreement, to
any agency, authority, or political subdivision of the state (a "City Assianm'). Notice of each
proposed assignment to a City Assignee shall be provided to Owner and the Districts at least fifteen
(15) days prior to the effective date of the assignment, which Notice shall include a copy of the
proposed assignment document together with the name, address, telephone number, and e-mail
address of a contact person representing the City Assignee who Owner or the Districts may contact
for additional information. Each assignment shall be in writing executed by the City and the City
Assignee and shall obligate the City Assignee to be bound by this Agreement to the extent this
Agreement applies or relates to the obligations,rights,title, or interests being assigned. A copy of
each fully executed assignment to a City Assignee shall be provided to all Parties within fifteen
(15)days after execution. From and after such assignment, Owner and the Districts agree to look
solely to the City Assignee for the performance of all obligations assigned to the City Assignee
and agrees that the City shall be released from subsequently performing the assigned obligations
and from any liability that results from the City Assignee's failure to perform the assigned
obligations; provided, however, if a copy of the assignment is not received by Owner and the
Districts within fifteen (15) days after execution, the City shall not be released until Owner and
the Districts receive such copy of the assignment. No assignment by the City shall release the
City 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 and the Districts approve 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
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required by this Agreement, and,upon written request from another Party, shall provide a copy of
such records to the requesting person or entity.
13.3 Encumbrance by Owner and Assignees. Owner and Owner Assignees have the
right, from time to time, to collaterally assign, pledge, grant a 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 and the Districts. The collateral assignment,pledge,grant of lien or security interest,or other
encumbrance shall not, however, obligate any lender to perform any obligations or incur any
liability under this Agreement unless the lender agrees in writing to perform such obligations or
incur such liability. Provided the City and the Districts have been given a copy of the documents
creating the lender's interest, including Notice (hereinafter defined) information for the lender,
then that lender shall have the right, but not the obligation, to cure any default under this
Agreement and shall be given a reasonable time to do so in addition to the cure periods otherwise
provided to the defaulting Party by this Agreement; and the City and the Districts agree to accept
a cure offered by the lender as if offered by the defaulting Party. A lender is not a Party to this
Agreement unless this Agreement is amended,with the consent of the lender,to add the lender as
a Party. Notwithstanding the foregoing, however, this Agreement shall continue to bind the
Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of
foreclosure or other rights by a lender, whether judicial or non judicial. Any purchaser from or
successor owner through a lender of any portion of the Property shall be bound by this Agreement
and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired
portion of the Property until all defaults under this Agreement with respect to the acquired portion
of the Property have been cured.
13.4 Transfer of Warranties. Any Public Infrastructure that are transferred to the City
shall be accompanied by all applicable third-party bonds and warranties related to construction
and maintenance of such Public Infrastructure.
13.5 Assignees as Parties. An assignee authorized in accordance with this Agreement
and for which notice of assignment has been provided in accordance with this Agreement shall be
considered a"Party"for the purposes of this Agreement. With the exception of the End-Buyer of
a lot within the Property,any person or entity upon becoming an owner of land or upon obtaining
an ownership interest in any part of the Property shall be deemed to be a"Owner"and have all of
the obligations of the Owner as set forth in this Agreement and all relate"documents to the extent
of said ownership or ownership interest.
13.6 No Third-Party Beneficiaries. This Agreement only inures to the benefit of, and
may only be enforced by, the Parties. No other person or entity shall have any right, title, or
interest under this Agreement or otherwise be deemed to be a third-party beneficiary of this
Agreement.
ARTICLE XIV
RECORDATION
14.1 Binding Obligations. This Agreement and all amendments hereto (including
13
018443. -4690.v7
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 permtted 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-Bum") and shall not negate the End-Buyer's obligation to comply with the City's
Regulations, including but not limited to zoning ordinances, as they currently exist or may be
amended.
ARTICLE XV
ADDITIONAL PROVISIONS
15.1 Recitals. The recitals contained in this Agreement: (a)are true and correct as of the
Effective Date; (b) form the basis upon which the Parties negotiated and entered into this
Agreement; (c) are legislative findings of the City Council of the City; and (d) reflect the final
intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes
necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by
the recitals,shall be taken into consideration and,to the maximum extent possible,given full effect.
The Parties have relied upon the recitals as part of the consideration for entering into this
Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered
into this Agreement.
15.2 Notices. Any notice, payment or instrument required or permitted by this
Agreement to be given or delivered to any party shall be deemed to have been received when
personally delivered or transmitted by telecopy or facsimile transmission (which shall be
immediately confirmed by telephone and shall be followed by mailing an original of the same
within 24 hours after such transmission) or 72 hours following deposit of the same in any United
States Post Office,registered or certified mail,postage prepaid, addressed as follows:
To the City: 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 Sanctuary, LLC
14675 Dallas Parkway, Suite 575
Dallas, Texas 75254
14
018443. -4690.v7
To District No. 1: Sanctuary Municipal Utility District
No. 1 of Denton County
c/o Coats Rose,P.C.
Attn: Mindy L. Koehn
16000 N. Dallas Parkway, Suite t350
Dallas,Texas 75248
TEL: (972) 788-1600
To District No. 2: Sanctuary Municipal Utility District
No. 2 of Denton County
c/o Coats Rose, P.C.
Attn: Mindy L.Koehn
16000 N. Dallas Parkway, Suite t350
Dallas, Texas 75248
TEL: (972) 788-1600
Any party may change its address or addresses for delivery of notice by delivering written notice
of such change of address to the other party.
15.3 Interpretation. The Parties acknowledge that each has been actively involved in
negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be
resolved against the drafting Party will not apply to interpreting this Agreement. In the event of
any dispute over the meaning or application of any provision of this Agreement,the provision will
be interpreted fairly and reasonably and neither more strongly for nor against any Party,regardless
of which Party originally drafted the provision.
15.4 Time. In this Agreement,time is of the essence and compliance with the times for
performance herein is required.
15.5 Authority and Enforceability. The City represents and warrants that this Agreement
has been approved by official action by the City Council of the City in accordance with all
applicable public notice requirements(including,but not limited to,notices required by the Texas
Open Meetings Act) and that the individual executing this Agreement on behalf of the City has
been duly authorized to do so. The Owner represents and warrants that this Agreement has been
approved by appropriate action of the Owner, and that the individual executing this Agreement on
behalf of the Owner has been duly authorized to do so. Each Party respectively acknowledges and
agrees that this Agreement is binding upon such Parry and is enforceable against such Party, in
accordance with its terms and conditions and to the extent provided by law.
15.6 Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all prior agreements,whether oral or written,covering the subject matter of
this Agreement. This Agreement shall not be modified or amended except in writing signed by
the Parties.
15.7 Severabiliri. If any provision of this Agreement is determined by a court of
I5
018443.00000114936-29074690.v7
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.
15.8 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be
construed and enforced in accordance with, the laws of the State of Texas, and all obligations of
the Parties are performable in Denton County. Exclusive venue for any action to enforce or
construe this Agreement shall be in the Denton County District Court.
15.9 Non-Waiver. Any failure by a Party to insist upon strict performance by the other
Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the
Party shall have the right at any time thereafter to insist upon strict performance of any and all
provisions of this Agreement. No provision of this Agreement may be waived except by writing
signed by the Parry waiving such provision. Any waiver shall be limited to the specific purposes
for which it is given. No waiver by any Party of any term or condition of this Agreement shall be
deemed or construed to be a waiver of any other term or condition or subsequent waiver of the
same term or condition.
15.10 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
15.11 Further Documents. The Parties agree that at any time after execution of this
Agreement, they will, upon request of another Party, execute and deliver such further documents
and do such further acts and things as the other Party may reasonably request in order to effectuate
the terms of this Agreement. This provision shall not be construed as limiting or otherwise
hindering the legislative discretion of the City Council seated at the time that this Agreement is
executed or any future City Council.
15.12 Exhibits. The following exhibits are attached to this Agreement and are
incorporated herein for all purposes:
Exhibit A 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 Offshe Water Improvements
Exhibit G Onsite Water Easement Dedications
Exhibit H Annexation Consent Resolution
Exhibit I Strategic Partnership Agreement
15.13 Governmental Powers; Waivers of Immunity. By its execution of this Agreement,
the City does not waive or surrender any of its respective governmental powers, 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.
16
019443. -4690.v1
This is an agreement for the provision of goods or services to the City under Section 271.151 et
seq. of the Texas Local Government Code.
15.14 Force Majeure. Each Parry shall use good faith,due diligence and reasonable care
in the performance of its respective obligations under this Agreement, and time shall be of the
essence in such performance; however, in the event a Party is unable, due to force majeure, to
perform its obligations under this Agreement, then the obligations affected by the force majeure
shall be temporarily suspended. Within three business days after the occurrence of a force majeure,
the Party claiming the right to temporarily suspend its performance, shall give notice to all the
Parties, including a detailed explanation of the force majeure and a description of the action that
will be taken to remedy the force majeure and resume full performance at the earliest possible
time. The term "force majeure" shall include events or circumstances that are not within the
reasonable control of Party whose performance is suspended and that could not have been avoided
by such Party with the good faith exercise of good faith, due diligence and reasonable care.
15.15 Amendments. This Agreement cannot be modified,amended,or otherwise varied,
except in writing signed by the City and Owner expressly amending the terms of this Agreement.
15.16 Consideration. This Agreement is executed by the Parties hereto without coercion
or duress and for substantial consideration,the sufficiency of which is hereby acknowledged.
15.17 Certifications. Owner makes the following certifications:
(a) Pursuant to Texas Government Code Chapter 2271,as amended,the Owner verifies
that at the time of execution and delivery of this Agreement and for the term of this
Agreement, neither the Owner, its parent companies, nor its common-control
affiliates currently boycott or will boycott Israel. The term"boycott Israel" as used
in this paragraph has the meaning assigned to the term"boycott Israel' in Section
808.001 of the Texas Government Code, as amended.
(b) Pursuant to Texas Government Code, Chapter 2252, as amended, the Owner
represents and verifies that at the time of execution and delivery of this Agreement
and for the term of this Agreement,neither the Owner,its parent companies,nor its
common-control affiliates (i) engage in business with Iran, Sudan, or any foreign
terrorist organization as described in Chapters 806 or 807 of the Texas Government
Code, or Subchapter F of Chapter 2252 of the Texas Government Code, or(ii)is a
company listed by the Texas Comptroller of Public Accounts under Sections
806.051, 807.051, or 2252.153 of the Texas Government Code.
(c) Pursuant to Chapter 2276 of the Texas Government Code(as added by Senate Bill
13, 87c'Texas Legislature, Regular Session and redesignated by House Bill 4595,
88*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,
17
018443. -4690.v7
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, 87ei 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.
Owner further certifies that,notwithstanding anything contained in this Agreement,
the representations and covenants contained in this Section 13.17 shall survive termination
of the Agreement until the statute of limitations has run. The liability for breach of the
representations and covenants contained in this Section 13.17 during the term of the
Agreement shall survive until barred by the statute of limitations, and shall not be
liquidated or otherwise limited by any provision of the Agreement, notwithstanding
anything in the Agreement to the contrary.
15.18 Form 1295 Certificate of Interested Parties. If required in accordance with
applicable law, prior to the execution of this Agreement, Owner agrees to file with the City,
pursuant to Texas Government Code Section 2252.908, a signed and completed Texas Ethics
Commission("TEC") Form 1295 and a certification of filing with the TEC.
(SIGNATURE PAGES FOLLOW)
i
18
019443.00000114936-29074690.v7
EXECUTED by the City and Owner on the respective dates stated below.
s
Date: • �j CITY OF DE ON
By:
Sara ensley,City g
ATTEST:
IW6-
Wur-en Thoden, C' Secretary
APPROVED AS TO FORM
�(�lC�r ✓ tirn[t Bra}
l)cpul Cm AUoiga\
Mack Reinwand, ttorney for City
STATE OF TEXAS §
COUNTY OF DENTON § , ,
This instrument was acknowledged before e 5 'n the day of t , 2025,
by Sara Hensley,the City Manager of the City o / n, Texas,on behalf of said City.
Notary Public, State of Texas
(SEAL) clan-a
tiL1 SU_
Name printed or typed
CLAFUCE MARIE WOLWEN /J
My Not"ID#132065325 Commission Expires: u'J
Expires June 25.2027
19
018443. -4690.v7
Docusign Envelope ID:04E38200-BB6D-4E41-8D83-68F0311FD96A
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
, icial and operational obligations and business terms.
S{b ►O&t4 Scott McDonald
SIGNATURE PRINTED NAME
Director of Development Services
TITLE
Development Services
DEPARTMENT
ze
018443.00000114936-29074690.v7
SANCTUARY MUNICIPAL UTILITY DISTRICT
NO. I OF DENTON COUNTY
By:
Nam
Its: r'
tF
THE STATE OF TEXAS §
COUNTY OF Ol 1/49 §
This instrument was acknowledg d before me on the �J day of At fir- ,
2025, by 1�1/O�atF•r'�rl , kCSi'1'1- ' of the Board of Directors of Sanctuary
Municipal Utility District No. 1 of Denton County,a municipal utility district,on behalf of said
municipal utility district.
Notary Public, State of Texas
Y CARBON LUDDECKE
6 _ `r NOYARY ID�1�7f�8-8
,* My emission Expires
%,•-`.s w.+P'fll �ePtember 01,2025
�o
21
018443.0000W4936-2907.4690.v7
SANCTUARY MUNICIPAL UTILITY DISTRICT
NO.2 OF DENTON COUNTY
By:
Name: A po" rtv)
Its: r`
THE STATE OF TEXAS §
ta §
COUNTY OF u* §
This instrument was acknowledged before me on the 4213 day of �O ,
2025, by D.&6ae r' of the Board of Directors of S nctuary
Municipal Utility District No. 2 of Denton County,a municipal utility district,on behalf of said
municipal utility district.
Notary Public,State of exas
LW
RSON H LUDDECKE
TARY ID#13330768-8 Commission Expires
eptember 01,2025
L1X11 WL%tA1%X\8\
i
I
I
22
018443.00000114936-29074690.v7
TCCI SANCTUARY,LLC,
a Texas limited liability company
By: TCCI Development Group,Inc.,
a Texas corporation
its Manager
By:
Name: Tommy Gensler
Title: President
THE STATE OF TEXAS §
COUNTY OF P5 §
This instrument was acknowledged before me on the day of 11 ,
by Tommy Cansler in his capacity as President of TCCI Development Group, Inc., a T xas
corporation, in its capacity as Manager of TCCI SANCT ARY, LLC, a Texas limited liability
company,for the purposes stated hereinabove.
=Expires02-08-2026
otary Public in and for the a of Texas
I •:rY p�'� Notaryf Texas
NoPublic,
Co8-2025585
I
23
018443.000001\4936-2907-4690.v7
EXHIBIT "A"
DESCRIPTION OF THE PROPERTY
Being 836.02 acres out of the S. Winfrey Survey, Abstract No. 1319, being a part and out of a
called 540.954 acre tract described in deed as Tract 2 to J. Young Land& Cattle, LTD, recorded
in Instrument No. 2003-203076, Official Public Records, Denton County, Texas (D.R.D.C.T.), a
called 11.26 acre tract of land described in deed to J. Young Land & Cattle, LTD, recorded in
Instrument No. 2014-14400, Official Public Records, Denton County, Texas (O.P.R.D.C.T.), a
called 11.50 acre tract described in deed to J. Young Land&Cattle, LTD, recorded in Instrument
No. 2014-20127, Official Public Records, Denton County, Texas (O.P.R.D.C.T.) and a called
272.67 acre tract of land described in deed as Tract Two to Danny Joe Guest and Courtney
Sweatman, recorded in Instrument No. 2019-3193, Official Records, Denton County, Texas
(O.R.D.C.T.) said 836.02 acre tract being more particularly described by metes and bounds as
follows:
Beginning at a PK nail set within Old Stoney Road, said point being the Southeast corner this
836.02 acre tract and said 540.954 acre tract;
THENCE South 89°52'32" West, a distance of 5,587.00 feet to a point within Old Stoney Road
for the Southwest corner of said 540.954 acre tract and the Southeast corner of said 272.67 acre
tract, from which a RR spike found, bears:
North 02"19'02" East, a distance of 1.15 feet;
THENCE South 89'54'18" West,passing at a distance of 2,747.14 feet a PK nail found,continuing
for a total distance of 2,843.11 feet to a PK nail set at the intersection of Old Stoney Road and
George Owens Road for the Southwest comer of this
836.02 tract and the Southwest corner of said 272.67 acre tract;
THENCE North 00013'49" East, a distance of 4,202.62 feet to a PK nail set within Old Stoney
Road, said point being the North West corner of said 272.67 acre tract and the Southwest corner
of a called 104.290 acre tract of land, described in deed to Fondern Properties LLC, recorded in
Instrument No. 2018-12243, Official Records, Denton County, Texas(O.R.D.C.T.);
THENCE North 89°48'36" East, passing at a distance of 23.61 feet a 1/2-inch iron rod found,
continuing in all a distance of 1,682.68 feet to a 1/2-inch iron rod found for the Southeast corner
of said 104.290 acre tract and the Southwest comer of a called 20.551 acre tract of land described
in deed as Tract 2 to Cosery Property Holdings, LLC recorded in Instrument No. 63414, Official
Records, Denton County, Texas (O.R.D.C.T.);
THENCE North 89°49'23" East, a distance of 550.63 feet to a 1/2-inch iron rod found for the
Southeast corner of said 20.551 acre tract and the Southwest corner of a called 19.448 acre tract
of land described in deed as Tract 1 to Cosery Property Holdings,LLC recorded in Instrument No.
63414, Official Records, Denton County, Texas (O.R.D.C.T.);
24
0 18443. -4690.v7
THENCE North 89046'53" East, a distance of 544.14 feet to a 1/2-inch iron rod found for the
Southeast corner of said 19.448 acre tract and the Southwest comer of a said 11.26 acre tract of
land;
THENCE North 00°17'14" East, a distance of 1,562.67 feet to a 1/2-inch iron rod with orange cap
stamped "KAZ" found for the Northwest corner of said 11.26 acre tract;
THENCE South 87°11'58" East, a distance of 270.44 feet to a 1/2-inch iron rod stamped
"TOPOGRAPHIC" set for the Northeast corner of said 11.26 acre tract;
THENCE South 00°21'02" West, a distance of 811.00 feet to a 1/2-inch iron rod stamped
"TOPOGRAPHIC" set for an interior ell corner on the East line of said 11.26 acre tract;
THENCE South 87°13'01" East, a distance of 93.58 feet to a 1/2-inch iron rod stamped
"TOPOGRAPHIC" set for an exterior ell corner on the East line of said 11.26 acre tract;
THENCE South 00°09'50" West,a distance of 733.53 feet to a 1/2-inch iron rod with red cap found
on the North line of said 540.954 acre tract and being the Southeast corner of said 11.26 acre tract;
THENCE South 89°58'26" East, a distance of 377.16 feet to a metal fence comer found for the
Southwest corner of said 11.50 acre tract;
THENCE North 01038'48" East, a distance of 1,525.04 feet to a 1/2-inch iron rod with orange cap
stamped "KAZ" found for the Northwest corner of said 11.50 acre tract;
THENCE South 87°21'l8" East, a distance of 274.32 feet to an iron rod with aluminum TXDOT
monument found for the Northeast corner of said 11.50 acre tract;
THENCE South 01°30'30" West, a distance of 781.98 feet to a 1/2-inch iron rod found for an
interior ell corner on the East line of said 11.50 acre tract;
THENCE South 86°59'54" East, a distance of 116.72 feet to a 1/2-inch iron rod found for an
exterior ell corner on the East line of said 11.50 acre tract;
THENCE South 01°3327" West, at a distance of 722.21 feet to a 1/2-inch iron rod found on the
North line of said 540.954 acre tract and being the Southeast corner of said 11.50 acre tract;
i
THENCE THENCE North 89050'27" East, a distance of 4,497.61 feet to a metal fence corner
found for the Northeast corner of said 540.954 acre tract ;
THENCE South 00°02'00" East, a distance of 4,209.75 feet to the place of beginning and
containing 836.02 acres of land.
25
019443. -4690.v7
EXHIBIT B
DEPICTION OF THE PROPERTY
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EXHIBIT D
DEVELOPMENT STANDARDS
o Any parcels adjacent to a primary arterial or freeway frontage developed with multi-
family or nonresidential uses must comply with the Denton Development code
regulations applicable to parcels zoned Highway Commercial (HC) including:
• Section 7.7 Landscaping, Screening Buffering, and Fences
• Section 7.8 Access and Circulation
o Any multi-family uses shall comply with the following regulations:
• 1 parking space/bedroom not to be enclosed
• 30%open space
• 35' minimum setback from any primary arterial or freeway
• Street lighting will be provided at a maximum interval of 300' along the fire
lane(s) and will be provided within any public parking lot.
• Dumpsters will be screened on 3 sides.
• Fagade requirements do not apply to this development.
Any single family uses shall comply with the following regulations:
o No more than 40%of the single family residential homes may be built on lots
that are 40 feet wide or less,provided that any lot less than 40 feet wide must
be served by a rear entry garage.
o Up to 40%of the single family residential homes may be built on lots between
45 feet wide and 49 feet wide.
o No more than 20%of the single family residential homes may be built on lots
that are 50 feet wide or wider.
o The City of Denton zoning requirements, including but not limited to fagade
requirements, do not apply for this development unless specifically provided
otherwise in this agreement.
Single-Fa flUses
Min. Side Min. Rear Min. Front Min. Structure Max Lot
Yard Yard Yard Size Coverage
5 10 120 1 1200 60%
o Lot width shall be measured at the front building line as established by the developer, 1
but not less than twenty(20)feet from the right-of-way line unless the lot is rear entry;
and
o Drive spacing requirements at intersections shall be measured from the back of curb to
the edge of drive.
o All development within the Land shall comply with the density and number of acres
proposed for each type of land use set forth in the Master Land Plan (provided as
29
018443. -4690.v7
Exhibit C), provided such densities and used may be relocated within the Property
subject to approval of the City Manager, or the City Council, if the Developer request
that the council consider the relocation, neither of which approvals shall be
unreasonably withheld, with the City Council's approval.
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 preliminary plat.
30
0 18443.000001\493 6-2907-4690.v7
EXHIBIT E
ROADWAY IMPROVEMENTS
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31
019443. -4690.v7
EXHIBIT F
OFFSITE WATER IMPROVEMENTS
Sanctuary Development
Water Analysis - Revised
Denton, Texas
NOVEMBER 2024
11/04/2024
r...:.....................
l\ 4�
Prepared By:
Kimley o Horn
801 Cherry Street,Unit N 1 I,Ste. 1300
Fort Worth,Texas 76102
TBPE No.F-928
KHA No.068301401
For:
32
0 18443.00000 1\4936-29074690.v7
INTRODUCTION
The proposed Sanctuary development is located southwest of the US 380 and F.M.156Intersection 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 Criteria Manuar dated July
2024.
All
C'i ' •1
p. t
t. 3.
I �r 1� , r.
C'�'—�_ � -./ .w.- .—.. },'(ram' -4�t •!
Location Map Exhibit
WATER • • •D "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-Horn 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 Water Analysis-Revised
November 2024
�s KH Project Number:068301401
33
018443.000001\4936-2907-4690.0
Using the above assumptions,Kimley Horn calculated the following:
Table 9-Water System Demands
AverageNumber of Water Water Max Water Peak
Connections DayDay Demand Hour Demand
Demand
•,Sanctuary
Development 3,300 1,278 2,556 3,834
Baker Tract 607 216 432 648
(By Others)
Legends
Ranch Ph 6 173 66 132 198
(By Others)
I
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
AverageMaximum Water Water Max Water Peak
Number of Day Day Demand Hour Demand
Connections Demand (gp-) (gpm)
4,740 1,722 3,444 6,166
Sanctuary Water Analysis-Revised
November 2024
2 KH Project Number 068301401
34
018443. -4690.v7
WATER ANALYSIS
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-Horn 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 ft. If any homes or buildings are constructed above the 760 ft elevation then a 24-inch water
line through the Sanctuary Development will be required.
PEAK O R ANALYSIS
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. TCEQ 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. 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.
TCEQ 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 TCEQ criteria.
Sanctuary Water Analysis-Revised
November 2024
KH Project Number:068301401
35
018443.00000114936-29074690.v7
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
Min. Pressure Max Pressure
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.
Sanctuary Water Analysis-Revised
November 2024
KH Project Number:068301401
36
018443.00000114936-29074690.v7
37
018443.00000114936-29074690.v7
N LEGEND
_ N
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38
018443.00000114936-29074690.v7
EXHIBIT G
ONSITE WATER EASEMENT DEDICATIONS
39
0 18443.00000 1\4936-29074690.v7
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40
018443.00000114936-29074690.v7
EXHIBIT H-1
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON,
TEXAS CONSENTING TO THE ADDITION OF CERTAIN LAND INTO
SANCTUARY MUNICIPAL UTILITY DISTRICT NO. 1 OF DENTON
COUNTY.
WHEREAS, on , TCCI SANCTUARY, LLC, a Texas limited liability
company(the"Petitioner"), submitted a petition to the City of Denton(the"City")requesting that
the City consent to the addition of an approximately 24.99-acre tract of land (the "Property") to
Sanctuary Municipal Utility District No. 1 of Denton County(the"District") in the form attached
hereto as Exhibit A (the "Petition"); and
WHEREAS, the District and the Property are located in the extraterritorial jurisdiction of
the City; and
WHEREAS, Texas Local Government Code, Section 42.0425, provides that land within
the extraterritorial jurisdiction of a city, town or village may not be added to the District without
the written consent of such city, town or village; and
WHEREAS, the City Council of the City desires to give its consent to the addition of the
Property to the District.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DENTON,TEXAS:
Section 1. That the facts set out in the preamble are true and correct and are incorporated
herein for all purposes.
Section 2. That, subject to the condition reflected in Section 3 of this Resolution, the City
Council of the City hereby gives written consent, pursuant to Section 42.0425, Texas Local
Government Code, to the addition of the Property to the District as described in the Petition.
Section 3. That the City's consent provided herein is conditioned upon the execution of a
development agreement between the City, the Petitioner, the District and Sanctuary Municipal
Utility District No. 2 of Denton County ("District 2" and, collectively with the District, the
"Districts")regarding the development of the property within the Districts pursuant to Texas Local
Gov't Code Ch. 212, in a form approved by the City Manager and the City Attorney.
Section 4. That the City Council of the City officially finds, determines, recites, and
declares that a sufficient written notice of the date, hour, place, and subject of this meeting of the
City Council was posted at a place convenient to the public at the City Hall and on the official
website of the City in the manner and for the time required by law preceding this meeting, as
required by the Open Meetings Act, Chapter 551, Texas Government Code, and that this meeting
41
0 18443.00000 1\4936-29074690.v7
was open to the public as required by law at all times during which this Resolution and the subject
matter thereof was discussed, considered, and formally acted upon. The City Council further
ratifies, approves, and confirms such written notice and the contents and posting thereof.
Section 5. That this Resolution take effect immediately from and after its passage and is
accordingly so resolved.
The motion to approve this ordinance was made by and seconded by
the ordinance was passed and approved by the following vote
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1:
Brian Beck,District 2:
Paul Meltzer,District 3:
Joe Holland,District 4:
Brandon McGee,At Large Place 5:
Jill Jester,At Large Place 6:
PASSED AND APPROVED this the day of ,2025.
GERARD HUDSPETH,MAYOR
ATTEST:
LAUREN THODEN, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
By:
42
0 18443.00000 1\4936-29074690.v7
EXHIBIT "A"
[Petition for Consent to Addition of Land to be inserted]
43
018443.00000114936-29074690.v7
EXHIBIT H-2
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON,
TEXAS CONSENTING TO THE ADDITION OF CERTAIN LAND INTO
SANCTUARY MUNICIPAL UTILITY DISTRICT NO. 2 OF DENTON
COUNTY.
WHEREAS, on , TCCI SANCTUARY, LLC, a Texas limited liability
company(the"Petitioner"), submitted a petition to the City of Denton(the"City")requesting that
the City consent to the addition of an approximately 185.88-acre tract of land (the "Property") to
Sanctuary Municipal Utility District No. 2 of Denton County(the"District") in the form attached
hereto as Exhibit A (the "Petition"); and
WHEREAS, the District and the Property are located in the extraterritorial jurisdiction of
the City; and
WHEREAS, Texas Local Government Code, Section 42.0425, provides that land within
the extraterritorial jurisdiction of a city, town or village may not be added to the District without
the written consent of such city, town or village; and
WHEREAS, the City Council of the City desires to give its consent to the addition of the
Property to the District.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
DENTON,TEXAS:
Section 1. That the facts set out in the preamble are true and correct and are incorporated
herein for all purposes.
Section 2. That, subject to the condition reflected in Section 3 of this Resolution, the City
Council of the City hereby gives written consent, pursuant to Section 42.0425, Texas Local
Government Code, to the addition of the Property to the District as described in the Petition.
Section 3. That the City's consent provided herein is conditioned upon the execution of a
development agreement between the City, the Petitioner, the District and Sanctuary Municipal
Utility District No. 1 of Denton County ("District I" and, collectively with the District, the
"Districts")regarding the development of the property within the Districts pursuant to Texas Local
Gov't Code Ch. 212, in a form approved by the City Manager and the City Attorney.
Section 4. That the City Council of the City officially finds, determines, recites, and
declares that a sufficient written notice of the date, hour, place, and subject of this meeting of the
City Council was posted at a place convenient to the public at the City Hall and on the official
website of the City in the manner and for the time required by law preceding this meeting, as
required by the Open Meetings Act, Chapter 551, Texas Government Code, and that this meeting
44
0 18443.00000 1\4936-29074690.v7
was open to the public as required by law at all times during which this Resolution and the subject
matter thereof was discussed, considered, and formally acted upon. The City Council further
ratifies, approves, and confirms such written notice and the contents and posting thereof.
Section 5. That this Resolution take effect immediately from and after its passage and is
accordingly so resolved.
The motion to approve this ordinance was made by and seconded by
the ordinance was passed and approved by the following vote
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1:
Brian Beck,District 2:
Paul Meltzer,District 3:
Joe Holland,District 4:
Brandon McGee,At Large Place 5:
Jill Jester,At Large Place 6:
PASSED AND APPROVED this the day of ,2025.
GERARD HUDSPETH,MAYOR
ATTEST:
LAUREN THODEN, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
By:
45
0 18443.00000 1\4936-2907-4690.v7
EXHIBIT "A"
[Petition for Consent to Addition of Land to be inserted]
46
018443.00000114936-29074690.v7
EXHIBIT I
STRATEGIC PARTNERSHIP AGREEMENT BY AND BETWEEN
THE CITY OF DENTON, TEXAS AND
SANCTUARY MUNICIPAL UTILITY DISTRICT NO. OF DENTON COUNTY
STATE OF TEXAS
COUNTY OF DENTON
This Strategic Partnership Agreement (this "Agreement") is entered into by the City of
Denton, Texas (the "City'), and Sanctuary Municipal Utility District No. of Denton County,
a political subdivision of the State of Texas, acting by and through its duly authorized Board of
Directors (the "District'), under the authority of Section 43.0751 of the Texas Local Government
Code (the"Local Government Code").
RECITALS
WHEREAS,Local Government Code Section 43.0751 (the"Act")authorizes the City and
the District to negotiate and enter into a strategic partnership agreement by mutual consent; and
WHEREAS, the District encompasses approximately acres, all of which is located
within the City's extraterritorial jurisdiction, described by metes and bounds and depicted on
Exhibit "A" (the"Property"); and
WHEREAS, this Agreement authorizes the City to annex all or certain portions of the
Property for limited purposes for the purpose of collecting Sales and Use Tax Revenues
(hereinafter defined) and to annex all of the Property for full purposes upon the terms contained
herein; and
WHEREAS,pursuant to this Agreement,the City will retain fifty percent(50%)of all Sales
and Use Tax Revenues (hereinafter defined); and
WHEREAS, the City and the District acknowledge that this Agreement provides benefits
to each party, including revenue, services and regulatory benefits.
NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and
conditions contained in this Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City and the District agree as follows:
ARTICLE I
47
0 18443.00000 1\4936-29074690.v7
FINDINGS
A. The District is a municipal utility district encompassing approximately acres
that is located within the City's extraterritorial jurisdiction.
B. The District was created pursuant to Article XVI, Section 59, and Article I1I,
Section 52(b)(3), of the Texas Constitution;
C. On 2025, the City Council adopted Resolution No.
consenting to the annexation of additional acreage to the District(the "Annexation Resolution").
D. The District provided notice of two public hearings concerning the adoption of this
Agreement following the District's notification procedures for other matters of public importance,
in accordance with the procedural requirements of the Act.
E. The Board of Directors of the District conducted two public hearings regarding this
Agreement, at which members of the public who wished to present testimony or evidence
regarding this Agreement and the proposed limited purpose annexation were given the opportunity
to do so, in accordance with the procedural requirements of the Act, on , 202_, at
p.m. at and on , 202_, at p.m. at
F. The Board of Directors of the District approved this Agreement on ,
202_, in open session at a meeting held in accordance with Chapter 551 of the Texas Government
Code.
G. The City provided notice of two public hearings concerning the adoption of this
Agreement by publishing said notices in a newspaper of general circulation in the City and in the
District, in accordance with the procedural requirements of the Act.
H. The City Council conducted two public hearings regarding this Agreement, at
which members of the public who wished to present testimony or evidence regarding this
Agreement and the proposed limited purpose annexation were given the opportunity to do so, in
accordance with the procedural requirements of the Act, on , 202_, at p.m. at
the City Council Chambers, and on , 202_, at p.m. at the City Council Chambers.
1. The City Council approved this Agreement on , 202_, in open session
at a meeting held in accordance with Chapter 551 of the Texas Government Code,which approval
occurred after the Board of Directors of the District approved this Agreement.
I All procedural requirements imposed by law for the adoption of this Agreement
have been met.
48
0 18443.00000 1\4936-29074690.v7
K. In accordance with the requirements of Subsection(p)(2)of the Act,this Agreement
provides benefits to the City and the District, including revenue, services and regulatory benefits
which are reasonable and equitable with regard to the benefits provided to the other.
ARTICLE II
DEFINITIONS
Terms used in this Agreement shall have the following meanings:
"Act" means the Texas Local Government Code, Section 43.0751, and any amendments
thereto.
"Agreement" means this Strategic Partnership Agreement between the City and the
District.
"Board of Directors" means the Board of Directors of the District.
"City"means the City of Denton, Texas, a general law municipal corporation of the State
of Texas.
"City Council" means the City Council of the City.
"City Share" means the City's share of the Sales and Use Tax Revenues as defined in
Section 4.2 of this Agreement.
"Comptroller"means the Comptroller of Public Accounts for the State of Texas.
"Consent Resolution" means the City's Resolution No. consenting to the
creation of the District.
"Development Agreement" means the Development Agreement by and between the City
and Owner, effective , 2025, regarding development of the Property.
"District"means Sanctuary Municipal Utility District No. I and No. 2 of Denton County.
"District Share" means the District's share of the Sales and Use Tax Revenues as defined
by Section 4.2 of this Agreement.
"ETF means the extraterritorial jurisdiction of a city as defined by the Local Government
Code, as amended.
"Effective Date" means the date on which the City adopts this Agreement.
49
0 18443.00000 1\4936-29074690.v7
"Government Code"means the Texas Government Code, as amended.
"Limited Purpose Annexation Period"means the period commencing on the effective date
of the limited purpose annexation of the Limited Purpose Property and ending upon the full
purpose annexation or disannexation of such property.
"Limited Purpose Property" means the property in the District that is within the City's
ETJ and is annexed for limited purposes pursuant to this Agreement.
"Local Government Code"means the Texas Local Government Code, as amended.
"Notice"means notice as defined in Section 8.1 of this Agreement.
"Party" means, individually, the City or the District, their successors and assigns as
permitted by Section 8.8 of this Agreement.
"Property" means the approximately acres within the City's extraterritorial
jurisdiction, described by metes and bounds and depicted on Exhibit"A"
"Sales and Use Tax Revenues" means those revenues received by the City from the sales
and use tax authorized to be imposed by the City on sales consummated at locations within the
Limited Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is
not otherwise controlled or regulated, in whole or in part, by another governmental entity,
authority or applicable law, ordinance, rule or regulation.
"Tax Code"means the Texas Tax Code, as amended.
ARTICLE III
ADOPTION OF AGREEMENT AND
LIMITED PURPOSE ANNEXATION OF COMMERCIAL PROPERTY
3.1 Public Hearings. The District and the City acknowledge and agree that prior to the
execution of this Agreement,the governing bodies of the District and the City have conducted two
public hearings for the purpose of considering the adoption of this Agreement and that such
hearings were noticed and conducted in accordance with the terms of the Act,this Agreement and
Chapter 551 of the Government Code. The District shall pay fees related to noticing required by
the Act.
3.2 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective
on the date of adoption of this Agreement by the City.
3.3 Filing in Property Records. The City shall file this Agreement in the Real Property
Records of Denton County, Texas.
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3.4 Limited Purpose Annexation. The District and the City agree that the City may
annex all or any portion of the District for the limited purpose of collecting Sales and Use Tax
Revenues within the District pursuant to Subsection (k) of the Act. The District acknowledges
that the City Council may adopt one or more limited purpose annexation ordinances at one or more
meetings conducted in accordance with Chapter 551 of the Government Code and further
acknowledges that no additional notices,hearings or other procedures are required by law in order
to approve such limited purpose annexations. The City may annex for limited purposes any portion
of the District at any time after Owner, or any subsequent owner, submits a final plat for such
property to the County.
3.7 Limited Purpose Property and Sales and Use Tax Revenue. For purposes of this
Agreement, any property the City annexes for the limited purpose of collecting sales tax shall
collectively be referred to as the "Limited Purpose Property"; and the sales and use taxes collected
within the Limited Purpose Property shall be referred to as the "Sales and Use Tax Revenues".
3.5 Consent to Limited Purpose Annexation. The District, on behalf of itself and all
present and future owners of land within the District, hereby requests that the City annex the
Limited Purpose Property for limited purposes as provided in this Agreement. The District
consents to such annexation and to the collection of Sales and Use Tax Revenues by the City within
such Limited Purpose Property. Such consent shall bind the District and all current and future
owners of land within the District.
ARTICLE IV
TAXATION AND PROVISIONS OF SERVICES
4.1 Collection of Sales and Use Tax Revenues. The City may impose a sales and use
tax within the Limited Purpose Property pursuant to Subsection (k) of the Act. The sales and use
tax shall be imposed on all eligible commercial activities at the rate of two percent(2%), or other
rate allowed under future amendments to Chapter 321 of the Tax Code and imposed by the City.
Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section
321.102 of the Tax Code.
4.2 Payment of Sales and Use Tax. In return for the benefits received by the City
pursuant to this Agreement,the City shall pay to the District an amount equal to fifty percent(50%)
of the Sales and Use Tax Revenues paid to the City as reflected in sales tax reports provided by
the Comptroller to the City to be used for any lawful purpose of the District. All amounts payable
to the District are hereafter referred to as the"District Share." The City shall pay the District Share
within thirty (30) days after the City receives the payment and the sales tax report reflecting such
revenue from the Comptroller. Any payment of the District Share not made within such thirty(30)
day period shall bear interest calculated in accordance with Section 2251.025 of the Government
Code. The City shall retain all Sales and Use Tax Revenues that do not constitute the District
Share (the "City Share"). The City shall deliver to the District a condensed version of each
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monthly area sales tax report provided by the Comptroller, containing only the contents of the
sales tax report relating to retail sales and retailers in the Property within thirty (30) days of the
City's receipt of the sales tax report.
4.3 Notification of Comptroller. The City shall send notice of this Agreement,together
with other required documentation,to the Comptroller in the manner provided by Section 321.102
of the Tax Code, after the City Council annexes any portion of the Limited Purpose Property for
limited purposes.
ARTICLE V
FULL PURPOSE ANNEXATION
5.1 Full Purpose Annexation and Conversion Date. In accordance with the provisions
of Section 43.0751(f)(5) of the Act, the District consents to the full purpose annexation of the
District by the City at any time on or after one hundred percent(100%) of the land in the District
has been developed with water, sanitary sewer, and drainage facilities and roads (collectively,
"Facilities")and the District has issued its bonds to fully reimburse the developer of such Facilities
to the fullest extent allowed under the then current rules of the Texas Commission on
Environmental Quality. The City agrees not to annex the District for full municipal purposes prior
to such time. At least sixty (60) days prior to the date the City intends to annex the District, the
City shall provide the District with a written notice of intent to annex the District and the date
planned for annexation, which date shall constitute the full purpose annexation conversion date
under the Act. The City further agrees that the full purpose annexation of the District by the City
is further subject to the limitations contained in the Development Agreement.
5.2 Assumption of District Duties. Prior to the full purpose annexation conversion
date, the District remains authorized to exercise all powers and functions of a municipal utility
district provided by existing law or any amendments or additions thereto. The District's assets,
liabilities, indebtedness, and obligations will remain the responsibility of the District during the
period preceding full-purpose annexation and conversion. The District agrees that beginning on
the Effective Date and until the full purpose annexation conversion date,the District shall maintain
all of its roadway, property and utility infrastructure in good condition and repair. Upon the full
purpose annexation conversion date Sections 43.075(c) and (d) of the Act shall apply and, (i) the
City shall succeed to the powers, duties, assets, and obligations of the District; and (ii) the City
shall take over all the property and other assets of the District, assume all the debts, liabilities, and
obligations of the District, and perform all the functions of the District. The City and the District
agree to frilly comply with all requirements in Section 43.075 of the Texas Local Government
Code.
ARTICLE VI
TERM
This Agreement commences on the Effective Date and continues until the City annexes all
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of the Property for full purposes in accordance with the terms hereof. The provisions of this
Agreement relating to the collection of sales and use tax will automatically terminate with regard
to any portion of the Property upon disannexation or full purpose annexation of such property.
ARTICLE VII
BREACH,NOTICE AND REMEDIES
7.1 Notification of Breach. If either Party commits a breach of this Agreement, the
non-breaching Party shall give Notice to the breaching Party that described the breach in
reasonable detail.
7.2 Cure of Breach. The breaching Party shall commence curing such breach within
fourteen(14)calendar days after receipt of Notice of the breach and shall complete the cure within
fourteen(14) calendar days from the date of commencement of the cure;however, if the breach is
not reasonable susceptible to cure by the breaching Party within such fourteen(14) day period, the
non-breaching Party shall not bring any action so long as the breaching Party has commenced to
cure the breach within such fourteen (14) day period and diligently completes the cure within a
reasonable time without unreasonable cessation.
7.3 Remedies for Breach. If the breaching Party does not substantially cure such breach
within the stated period of time, the non-breaching Party may, in its sole discretion, and without
prejudice to any other right under this Agreement, law, or equity, seek relief available at law or in
equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act,
specific performance, mandamus and injunctive relief; provided, however, the non-breaching
Party shall not be entitled to terminate this Agreement. The Parties specifically waive any right
that they have or in the future may have to terminate this Agreement. Damages, if any, to which
any non-breaching Party may be entitled shall be limited to actual damages and shall not include
special or consequential damages.
ARTICLE VIII
ADDITIONAL PROVISIONS
8.1 Notices. All notices under this Agreement ("Notice") shall be in writing, shall be
signed by or on behalf of the Party giving the Notice, and shall become effective as follows: (a)
on the third(3rd)business day after being deposited with the United States mail service, Certified
Mail,Return Receipt Requested with a confirming copy sent by facsimile;(b)on the day delivered
by private delivery or private messenger service(such as FedEx or UPS) as evidenced by a receipt
signed by any person at the delivery address (whether or not such person is the person to whom
the Notice is addressed); or (c) otherwise on the day actually received by the person to whom the
Notice is addressed,including,but not limited to, delivery in persona and delivery by regular mail.
All Notices given pursuant to this section shall be addressed as follows:
To the City: Attn: City Manager
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City of Denton, Texas
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 District: Sanctuary Municipal Utility District
No. of Denton County
c/o Coats Rose, P.C.
Attn: Mindy L. Koehn
16000 N. Dallas Parkway, Suite 350
Dallas, Texas 75248
8.2 No Waiver. Any failure by a Party to insist upon strict performance by the other
Parry of any provision of this Agreement shall not be deemed a waiver thereof, and the Party shall
have the right at any time thereafter to insist upon strict performance of any and all of the
provisions of this Agreement. No provision of this Agreement may be waived except in writing
signed by the Party waiving such provision. Any waiver shall be limited to the specific purpose
for which it is given. No waiver by any Party hereto of any term or condition of this Agreement
shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver
of the same term or condition.
8.3 Governing Law and Venue. This Agreement must be construed and enforced in
accordance with the laws of the State of Texas, as they apply to contracts performed within the
State of Texas and without regard to any choice of law rules or principles to the contrary. The
Parties acknowledge that this Agreement is performable in Denton County, Texas, and hereby
submit to the jurisdiction of the courts of Denton County, Texas, and agree that any such court
with proper jurisdiction shall be a proper forum for the determination of any dispute arising
hereunder.
8.4 Authority to Execute. The City warrants that this Agreement has been approved by
the City Council in accordance with all applicable public meeting and public notice requirements
(including, but not limited to, notices required by the Texas Open Meetings Act) and that the
individual executing this Agreement on behalf of the City has been authorized to do so. The
District warrants that this Agreement has been approved by the Board in accordance with all
applicable public meeting and public notice requirements (including, but not limited to, notices
required by the Open Meetings Act) and the individual executing this Agreement on behalf of the
District has been authorized to do so.
8.5 Entire Agreement; Severabilitx. This Agreement constitutes the entire agreement
between the Parties and supersedes all prior agreements, whether oral or written, covering the
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subject matter of this Agreement. If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision
shall be deleted from this Agreement; (b)the unenforceable provision shall, to the extent possible,
be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder
of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the
intent of the Parties.
8.6 Changes in State or Federal Law. If any state or federal law changes so as to make
it impossible for the City or the District to perform its obligations under this Agreement,the Parties
will cooperate to amend this Agreement in such a manner that is most consistent with the original
intent of this Agreement and legally possible.
8.7 Additional Documents and Acts. The Parties agree that at any time after execution
of this Agreement, they will, upon request of the other Party, execute and/or exchange any other
documents necessary to effectuate the terms of this Agreement and perform any further acts as the
other Party may reasonably request to effectuate the terms of this Agreement.
8.8 Assiggability, Successors and Assigns. This Agreement shall not be assignable by
any Party without the other Party's written consent. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective representatives, successors and assigns.
8.9 Amendment. This Agreement may be amended only by written agreement with
approval of the governing bodies of both the City and the District.
8.10 Interpretation. The Parties acknowledge that each Party and, if it so chooses, its
counsel, have reviewed and revised this Agreement and that the normal rule of construction to the
effect that any ambiguities are to be resolved against the drafting Party shall not be employed in
the interpretation of this Agreement or any amendments or exhibits hereto. As used in this
Agreement,the term"including"means"including,without limitation"and the term"days"means
calendar days, not business days. Wherever required by the context,the singular shall include the
plural, and the plural shall include the singular. Each defined term herein may be used in its
singular or plural form whether or not so defined
8.11 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City
and the District. Neither the City nor the District intends by any provision of this Agreement to
create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights
under this Agreement or otherwise upon anyone other than the City and the District.
8.12 Governmental Powers. By execution of this Agreement, neither the City nor the
District waives or surrenders any of its respective governmental powers, immunities or rights,
except as specifically waived pursuant to this section. The City and the District mutually waive
their governmental immunity from suit and liability only as to any action brought by a Party to
pursue the remedies available under this Agreement and only to the extent necessary to pursue
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such remedies. Nothing in this section shall waive any claims, defenses or immunities that the
City or the District has with respect to suits against the City or the District by persons or entities
not a party to this Agreement. Nothing in this Agreement is intended to delegate or impair the
performance by the City of its governmental functions, and the City waives any claim or defense
that any provision of this Agreement is unenforceable on the grounds that it constitutes an
impermissible delegation or impairment of the City's performance of its governmental functions.
8.13 hico!poration of Exhibits by Reference. All exhibits attached to this Agreement
are incorporated into this Agreement by reference for the purposes set forth herein, as follows:
Exhibit A Legal Description and Map of Property
8.14 Counterpart Originals. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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CITY OF DENTON, TEXAS
By:
City Manager
Date:
ATTEST:
By:
City Secretary
APPROVED AS TO FORM
By:
City Attorney
STATE OF TEXAS §
COUNTY OF DENTON §
This instrument was acknowledged before me, the undersigned notary, on the day
of , by , City Manager, and City
Secretary, of the city of Denton, Texas, on behalf of said city.
Notary Public in and for the State of Texas
(NOTARY SEAL)
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SANCTUARY MUNICIPAL UTILITY DISTRICT
NO. _OF DENTON COUNTY
By:
Name:
Title:
Date:
STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me, the undersigned notary, on the day of
by , of the Board of Directors of
Sanctuary Municipal Utility District No. of Denton County, on behalf of said district.
Notary Public in and for the State of Texas
{NOTARY SEAL}
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