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FORM OF STRATEGIC PARTNERSHIP AGREEMENT <br />EXHIBIT D TO CONSENT AGREEMENT <br />STRATEGIC PARTNERSHIP AGREEMENT BETWEEN <br />THE CITY OF SAN MARCOS AND <br />COTTON CENTER MUNICIPAL UTILITY DISTRICT NO. 1 <br />OF CALDWELL COUNTY, TEXAS <br />THE STATE OF TEXAS § <br />COUNTY OF HAYS § KNOW ALL MEN BY THESE PRESENTS <br />This Strategic Partnership Agreement ( "Agreement ") is made and entered into by the City of San <br />Marcos, a home rule municipal corporation, acting through its governing body, the City Council <br />of the City of San Marcos ( "City "); and the Cotton Center Municipal Utility District No.I <br />( "District "), a municipal utility district and political subdivision of the State created under Chapter <br />, Texas Special District Laws (the "Enabling Legislation ") acting by and through <br />its duly authorized Board of Directors. <br />RECITALS <br />The District is a municipal utility district created under the authority of Article XVI, <br />Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code, as <br />amended, and pursuant to the Enabling Legislation and currently contains 2,358 acres of <br />land as more fully described on the attached Exhibit "A" (the "Property ") and depicted on <br />Exhibit "B" attached to this Agreement. <br />2. The City consented to the creation of the District by Ordinance adopted on <br />, 2014 (the "Consent Agreement "). <br />The City and the District are authorized to negotiate and enter into a Strategic Partnership <br />Agreement by mutual consent pursuant to Chapter 43.0751 of the Texas Local Government <br />Code, as amended (the "Act "). <br />4. The City desires to enter into this Agreement with the District which would provide for <br />eventual annexation and dissolution of the District by the City, and address issues related <br />to administration of the district, provision of services, and other regulatory and financial <br />matters. <br />5. The City and Walton Texas, LP (an Owner, as such term is defined in the Development <br />Agreement) entered into a Development Agreement, dated , 2014, regarding <br />the development of the Property in the District. <br />6. The District and its residents and property owners desire to postpone City's annexation of <br />the District in accordance with the terms of this Agreement, the Development Agreement <br />and Consent Agreement and to provide for the construction and financing of water, <br />wastewater, drainage and road projects and future division of District which benefit <br />residents of the District and the City. <br />