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R2017-223 2017-10-23 RESOLUTION NO. R2017-223 A Resolution of the City Council of the City of Pearland, Texas, approving 4th Amended Development Agreement with Savannah Development LTD., a Limited Partnership ("Savannah"). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That 4th Amended Development Agreement by and between the City of Pearland and Savannah, a copy of which is attached hereto as Exhibit"A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest an Amended Development Agreement with Savannah. PASSED, APPROVED and ADOPTED this the 23rd day of October, A.D., 2017. /yyl TOM REID MAYOR ATTEST: ,`QTR•• .O''. Off: Y NG NG � C ""` Y S RETARY APPROVED AS TO FORM: QA.. • DARRIN M. COKER CITY ATTORNEY FOURTH AMENDED AND RESTATED DEVELOPMENT AGREEMENT This FOURTH AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into as of the , November 2017, by and between the CITY OF PEARLAND, TEXAS, a municipal corporation and home-rule city of the State of Texas (the "City"), and SAVANNAH DEVELOPMENT, LTD., (the "Developer"). RECITALS This Fourth Amended and Restated Development Agreement is entered into to replace in its entirety, the original Development Agreement entered into by and between the City and the Developer, as amended, under the terms and conditions fully restated herein. Resolution R2000-89, dated July 24, 2000, authorized and approved the Original Development Agreement. Resolution No. R2002-163, dated November 11, 2002, authorized and approved the First Amended Development Agreement. Resolution no. R2005-75, dated April 25, 2005, authorized and approved the Second Amended Development Agreement. Resolution no. R2005-96, dated June 13, 2005 authorized and approved the Third Amended Development Agreement. The Developer has the right to own and develop certain property located in the general vicinity of State Highway 6 and Farm to Market Road No. 521, in Brazoria County, located entirely within the extraterritorial jurisdiction ("ETJ") of the City, more fully described in Exhibit A, attached hereto (the "Property"), and the Developer has determined that the creation of two municipal utility districts (the "Districts") over the Property is necessary for the provision of water, sewer and drainage facilities necessary to develop the Property. In accordance with applicable law, the consent of the City is required for the creation of municipal utility districts within the City's ETJ, and the City was willing to consent to such creations, as expressed in Resolution 2000-21, adopted by the City Council of the City on February 14, 2000, in lieu of the current annexation of the Property, subject to certain conditions. The City consented to the creation of Brazoria County Municipal Utility District No. 21 as expressed in Resolution 2000-127 and Brazoria County Municipal Utility District No. 22 as expressed in Resolution 2000-128 both which were dated October 23, 2000. Section 43.0751, Tex. Local Gov't Code (the "Act") provides for the negotiation and implementation of"strategic partnership agreements" between cities and municipal utility districts, whereby the continued existence and various areas of governmental cooperation may be provided for by agreement, and the City is interested in entering into such agreements with the Districts immediately subsequent to their creation and organization. The fully executed Strategic Partnership Agreements between the City and the Districts are attached herewith as Exhibit"D". The Developer and the City agree that the City's consent to the creation of the Districts is subject to the City's standard conditions relating to the creation of districts in its ETJ. The City and the Developer have determined that they are authorized by the Constitution 1 and laws of the State of Texas to enter into this Agreement and have further determined that the terms,provisions,and conditions hereof are mutually fair and advantageous to each. AGREEMENT For and in consideration of these premises and of the mutual promises, obligations, covenants, and benefits herein contained the City and the Developer contract and agree as follows: ARTICLE 1 DEFINITIONS The terms "Act," "City," "Developer," "Districts," "ETJ," and "Property" shall have the meanings provided for them in the Recitals, above. Except as may be otherwise defined, or the context clearly requires otherwise, capitalized terms and phrases used in this Agreement shall have the meanings as follows: CR58 Segment means the segment of Brazoria County Road 58 described in Section 3.03(a),below. City Subdivision Ordinance means those regulations adopted by Ordinance 421, passed March 31, 1981, as amended. Consent Ordinance means the ordinance or resolution to be adopted by the City evidencing the City's consent to the inclusion of land within each of the Districts in accordance with Tex. Local Gov't Code Section 42.042 and Tex. Water Code Section 54.016, each as amended. Comprehensive Plan means the City's Comprehensive Plan for the location of streets, fire stations, libraries and other public facilities, adopted November 22, 1999, as amended subject to the rights of the parties hereto. Developer's Road Contribution means the Developer's payment to the City for construction of roads defined in Section 3.03, below. Fire Protection/EMS Agreement means the agreement effective September 19, 2002, between the City of Pearland, the Pearland Volunteer Fire Department and the Districts for the provision of fire protection services. Plan of Development means the Developer's conceptual land plan and criteria for the development of the Property, attached hereto as Exhibit B. SPA means a strategic partnership agreement between the City and one or more Districts pursuant to the terms of the Act. ARTICLE 2 GENERAL STATEMENT Subject to the specific terms and conditions stated in this Agreement, the City will 2 defer annexation of the Property. The City and the Developer have cooperated to accomplish the creation of the Districts in the ETJ and will further cooperate in the inclusion of lands within the Property into boundaries of one or both of the Districts. The City and Districts have executed strategic partnership agreements relating to the provisions of services within the Districts and the terms and conditions under which the Districts will be annexed and then dissolved by the City are set out. ARTICLE 3 OBLIGATIONS OF THE DEVELOPER 3.01. Fire station and library sites. (a) The developer agrees to donate to the City 1.3 acres and 2.0 acres of land, respectively, for the purpose of construction and operation of a City fire station and a proposed public library. If the City, in its sole discretion, determines that the proposed library site is best suited for alternative civic uses, the property may be used by City for such other municipal uses provided said uses are compatible with the adjacent residential uses. The location of such sites shall be consistent with the Plan of Development. The exact location of such sites shall be approved by the City and shall be donated to the City. All utilities shall be provided at the property line of each site at no cost to the City. The City agrees to use its best efforts to cause a library to be constructed on the donated library site. The Fire Station Reserve shall be eligible for use to serve the Districts in accordance with the fire plan described in Section 4.01 of the SPA. A fire station has been constructed by the Districts in conformance with Section 6.e. of the Fire Protection/EMS Agreement. Any agreement for the use of the City fire station and library with a third party shall terminate upon annexation of the District in which it is located, unless the City agrees otherwise. i. The developer has platted and donated the fire station site. The 1.489-acre Fire Station site is out of the Savannah School Site & Fire Station Reserves, according to the plat thereof recorded under Clerk's File No. 2010006936 of the Official Public Records of Brazoria County, Texas. The fire station site has been donated to Brazoria County Municipal Utility District No. 21 by a Dedication Special Warranty Deed (Tract B, Fire Station Site) recorded under Clerk's File No. 2011002936 of the Official Public Records of Brazoria County, Texas. See attached Figure 10 and 11 of Exhibit"B"Plan of Development. ii. The developer shall convey, by Special Warranty Deed, the library site to the City on or before December 31, 2018. (b) The conveyances shall provide that (i) in the event the land is used for any purpose other than the specified purpose, without the written consent of the 3 Developer, such site will revert to the Developer; and (ii) the Developer may make temporary use of the land prior to the Districts' construction of the fire station and the City's construction of the library improvements, so long as the Developer vacates the land with all improvements within 60 days of receipt of notice from the District or the City, respectively, of its intention to commence construction thereon. Prior to the construction of any temporary improvements by the Developer, the Developer shall notify the City, and the City shall have the right to approve such improvements in advance. 3.02. Park Dedication Ordinance. The Developer agrees to dedicate to the City a 19.4-acre park as shown on the Plan of Development and an off-site 45-acre tract (total 45 acres) consisting of 40.3 acres of park land and 4.7 acres of future McHard Road right-of- way. In addition, the Developer shall pay $78.00 dollars per lot at the time the plat is recorded. a) The developer shall convey, by Special Warranty Deed, the 19.4-acre park site to the City on or before December 31, 2018. b) The developer has deeded to the City, by a Dedication Special Warranty Deed recorded under Brazoria County Clerk's File No. 2008056574, a certain +/- 45.1-acre tract located on Cullen Boulevard (the "Cullen Tract") consisting of +/- 38.6-acres of park land and +/- 6.6-acres of road right of way for the Cullen Boulevard expansion and future McHard Road construction, as shown in Figure 9 of Exhibit"B"the Plan of Development. c) The developer shall pay $1213.60 for each lot platted within the 31.42 Acre Tract "A" (land associated with the 4th Amended Development Agreement) at the time of plat recordation. Developer shall have no other park land dedication requirements other than what is required in Exhibit"B", Table 1: Composition of Land Usage. 3.03. Street construction. The Developer agrees to comply with the minimum road design standards in the City's Subdivision Ordinance as amended and approved by City Council on July 11, 1983, and the thoroughfare plan shown on the Plan of Development, except to the extent that the standards for road construction are inconsistent with the Plan of Development. The City agrees to use its best efforts to cause such future thoroughfare construction in the traffic shed to comply with the minimum design standards of the Comprehensive Plan. In addition, the Developer shall provide a contribution for road construction(the "Developer's Road Contribution") toward the construction of portions of the County Road 58 outside the Property, as detailed below. (a) County Road 58. County Road 58 will be planned as a major thoroughfare (120-foot right-of-way) as detailed in the Plan of Development. The Developer shall be responsible for the construction of a four-lane boulevard section within the Property as shown on Figure 5 of the Plan of 4 Development, and for a pro-rata share of a secondary thoroughfare outside the Property. As of the date of this agreement, the developer has constructed approximately 3,200 linear feet of the four-lane boulevard east of Savannah Parkway to the eastern boundary of the tract. The majority of County Road 58, within the ETJ, will be widened and constructed as development occurs adjacent to it under the City's Subdivision Ordinance. A portion of County Road 58, from County Road 48 west for approximately 2,560 feet(the "CR58 Segment") has already been developed with low-density housing and other similar uses that did not give rise to a requirement that a developer fund improvements to the CR58 Segment, and therefore future improvements thereto will not likely be funded by anyone under the Subdivision Ordinance; as a result, the CR58 Segment will need to be widened through the joint effort of the City, Brazoria County, and future development within the traffic shed. According to that certain traffic study carried out by Walter P. Moore, dated June 14, 2000, development of the Property will contribute 38 percent of the forecast traffic on the CR58 Segment. Subject to the contribution of other developers, and the timing of contributions described in Subsections (b) and (c), below, the Developer will pay to the City such percentage of the estimated construction costs of the CR58 Segment to be used for such purpose. The Developer's Road Contribution payment shall not exceed $93.40 per lot. (b) Timing of contribution. The Developer's Road Contribution shall be phased to coincide with the development of the Property. The total amount of the Developer's Road Contribution shall be divided by the number of lots anticipated to be provided on the Property in accordance with the Plan of Development, and in connection with the recording of a plat within the Property, the Developer will deposit with the City the per-lot amount as determined above, multiplied by the number of lots platted. The Developer's Road Contribution obligations with respect to platted Property shall terminate upon payment to the City. (c) Collection of funds from other developers. The parties understand that the City's Development Ordinance requires other developers to construct County Road 58 within or adjacent to their developments, in the same manner as the Developer will be required to construct County Road 58 within the Property. The City will require other developers to contribute to the CR58 Segment in accordance with applicable City development ordinances, and will credit the Developer's Road Contribution by the amount of such contributions, including the refund of any amounts already paid by the Developer with respect to applicable portions of the CR58 Segment. (d) Construction costs attributable to the Developer. Construction Costs under this Section means costs associated with the actual construction costs and engineering fees and expenses directly relating to the CR58 Segment, but shall not include costs of City financing or other costs not directly related to the CR58 Segment. (e) City construction of alternate street design. If the City determines that the 5 traffic requirements of County Road 58 may be satisfied by a different, less costly design, and wishes to make use of the Developer's Road Contributions to construct such an alternate roadway section, the City shall notify the Developer and may do so without Developer's written consent. In such event, Developer's thoroughfare design standards within the Property shall be modified to match the City's revised plan, and the Developer's Road Contribution shall be decreased to an amount consistent with the revised thoroughfare design. (f) Separate accounting. The City agrees to invest the Developer's Road Contributions in interest-bearing accounts, and to account for all principal and interest thereon, secured in the same manner and at the same interest rate that the City invests other City funds. (g) Final accounting. Upon completion of the CR58 Segment, or upon the occurrence of an event described herein such that the Developer is entitled to a return of all or a part of the Developer's Road Contributions, the City shall prepare a fmal accounting of funds advanced by the Developer,the use of such funds, and the earnings thereon. Within 30 days of the completion of the accounting, any unused funds or earnings shall be returned to the Developer. (h) County construction of alternate thoroughfare design. Because the subject portion of CR58 is not currently located within the City, it is possible that Brazoria County may wish to construct the CR58 improvements before the City does so. If, prior to the City improving CR58 east of the Property, Brazoria County elects to improve CR58 east of the Property as provided in the Comprehensive Plan, or to an alternate design standard from the design in the Comprehensive Plan, and such improvement will result in CR58 being improved to a minimum four-lane rural asphalt section road the City will make available to the County (the Developer's Road Contribution) on the same pro- rata share basis. In such event, the thoroughfare so constructed shall be considered to have complied with the Developer's financial obligations under this Section, and all provisions hereof relating to the City shall be construed to refer to Brazoria County. (i) Savannah Parkway. Savannah Parkway will be planned as a secondary thoroughfare (100-foot right of way) as detailed in the Plan of Development. The Developer shall be responsible for the construction of a four-lane boulevard section within the Property as shown on Figure 6 of the Plan of Development. As of the date of this Fourth Amended and Restated Development Agreement, the developer has constructed four lanes of Savannah Parkway from State Highway Six to Laurel Heights Drive. The Developer shall be responsible for constructing the remaining segment of Savannah Parkway from north of Laurel Heights Drive to County Road 894. The developer has no other roadway construction obligations under this agreement. 3.04 Cost reimbursement. The Developer shall reimburse the City for 6 professional consulting fees reasonably incurred by the City in connection with the review and approval of this Agreement and the Strategic Partnership Agreement. Such cost shall be reimbursed within 30 days of notice thereof by the City, accompanied by copies of invoices therefor and appropriate backup documentation. 3.05 City gateway locations. The Developer agrees to make available to the City, at no cost, two locations along State Highway 6 (500 square foot minimum each) for City gateway sign locations. Such sites shall be mutually approved by the parties. The Developer shall have no funding obligation with respect to the gateway signs themselves, but shall cooperate to maintain their visibility. (a) The Developer has dedicated, at no cost to the City, i) a City Gateway Easement within Restricted Reserve B of the plat of Savannah Ridge Section Two as recorded under Clerk's File No. 02 038082 and in Volume 23, Page 51-54 of the Plat or Map Records of Brazoria County, Texas. Savannah Parkway, and ii) a City Gateway Landscape Easement within Restricted Reserve A of the plat of Southern Oaks Lane& Commercial Reserve No. 1 as recorded under Clerks File No. 01 047888 and in Volume 22, Page 149-152 of the Plat or Map Records of Brazoria County,Texas. 3.06 Conforming City actions. The obligations of the Developer with respect to Sections 3.01, 3.02, 3.03, and Article 4 are conditioned upon the adoption of one or more ordinances by the City that will allow the provisions of the Plan of Development to prevail over applicable City provisions of the City's Subdivision Code, infrastructure design criteria, Land Use and Urban Design Code, flood plain ordinance, and other applicable City codes and regulations to the extent of a specific conflict. ARTICLE 4 LAND AND DEVELOPMENT COVENANTS 4.01 City regulations applicable. The Developer agrees that, subject to the terms of this Agreement and the Plan of Development, it will abide by the terms of the City Subdivision Ordinance, infrastructure design criteria, the City Building Code, Land Use and Urban Design Code, and Flood Plain Ordinance, (collectively, the "Regulations") notwithstanding the fact that some or all of such regulations would not otherwise apply to the Property located outside the City. Plans and specifications for all public improvements shall be submitted to and approved by the City before the Developer awards a construction contract for such improvements. The Developer agrees that, at the time the Developer records a subdivision plat for any tract of land in the Property, and prior to the sale or conveyance of any land within the Property, it will record restrictive covenants on such land requiring all subsequent grantees to abide by the Regulations in the same manner, and providing that the City is a third party beneficiary to such covenants. Such covenants will be provided to the City Manager for review and comment at least ten days prior to recording thereof. 4.02 Land use. The Developer agrees to comply with the provisions of Land Use and Urban Development Ordinance, revised June 26, 2000, as amended subject to the rights of the parties, with such variations thereto as may be required to conform to the Plan of Development. ARTICLE 5 CITY CONSENT TO CREATIONS AND STRATEGIC PARTNERSHIP AGREEMENTS 5.01 City consent to creation. Subject to the provisions of this Development Agreement, the City consents to the creation of two Districts over the Property. Upon submission of a proper petition for consent, and subject to the consent conditions attached hereto as Exhibit C, the City will provide a written consent in a form acceptable under the rules of the TCEQ and the Attorney General of Texas. (a) The City provided written consent to the creation of Brazoria County Municipal Utility District No. 21 (590.17 acres) as expressed in resolution no. R2000-127 and Brazoria County Municipal Utility District No. 22 (327.38 acres) as expressed in resolution no. R2000-128 both which were dated October 23, 2000. This creation was associated with the original development agreement. (b) The City provided written consent to the annexation 34.78 acres of additional land into Brazoria County Municipal Utility District No. 21 as expressed in Ordinance No. 1151. (c) The City provided written consent to the annexation of 294.93 acres of additional land into Brazoria County Municipal Utility District No. 22 as expressed in Ordinance No. 1493. Upon submission of a proper petition for consent, and subject to the consent conditions attached hereto as Exhibit C, the City shall consider the annexation of 31.42 acres of additional land into Brazoria County Municipal Utility District No. 22 in a form acceptable under the rules of the TCEQ and the Attorney General of Texas. 5.02 Strategic partnership agreements. Upon the creation and organization of each District, the Developer will present an SPA to the board of the District in substantially the form attached hereto as Exhibit D. The Developer shall use its best efforts to secure the approval of the SPA by the District as soon as practicable. Any revisions to the form of the SPA shall be made subject to the approval of the City, the Developer and the District's board of directors. The parties acknowledge that if the SPAs are not approved by the Districts, the provisions of Tex. Local Gov't Code, §43.052(h)(1) allow the City to annex the Districts prior to substantial development therein without regard to the requirements of a municipal annexation plan under such section. ARTICLE 6 TERM AND DEFAULT 6.01 Term. This Agreement shall terminate 15 years after the date the ordinance authorizing and approving the consent to this Fourth Amended and Restated Development Agreement, unless terminated earlier as specifically provided herein. 8 6.02 Default. (a) A party shall be deemed in default under this Agreement (which shall be deemed a breach hereunder) if such party fails to materially perform, observe or comply with any of its covenants, agreements or obligations hereunder or breaches or violates any of its representations contained in this Agreement. (b) Before any failure of any party to perform its obligations under this Agreement shall be deemed to be a breach of this Agreement, the party claiming such failure shall notify, in writing, the party alleged to have failed to perform of the alleged failure and shall demand performance. No breach of this Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within 30 days of the receipt of such notice, subject, however, to the terms and provisions of Section 7.01, below. Upon a breach of this Agreement, the non-defaulting Party may be awarded actual damages for failure of performance. Except as otherwise set forth herein, no action taken by a party pursuant to the provisions of this Section pursuant to the provisions of any other section of this Agreement shall be deemed to constitute an election of remedies and all remedies set forth in this Agreement shall be cumulative and non-exclusive of any other remedy either set forth herein or available to any Party at law or in equity. Each of the parties shall have the affirmative obligation to mitigate its damages in the event of a default by the other party. ARTICLE 7 MISCELLANEOUS PROVISIONS 7.01 Force majeure. In the event either party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Agreement, except the obligation to pay amounts owed or required to be paid pursuant to the terms of this Agreement, then the obligations of such party, to the extent affected by such force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused to the extent provided but for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied upon, the party whose contractual obligations are affected thereby shall give notice and full particulars of such force majeure to the other party. Such cause, as far as possible, shall be remedied with all reasonable diligence. The term 'force majeure, " as used herein, shall include without limitation of the generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, drought, arrests, restraint of government, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply resulting in an inability to provide water necessary for operation of the water and wastewater systems hereunder, and any other inabilities of any party, whether similar to those enumerated or otherwise, which are not within the control of the party claiming such inability, which such party could not have avoided by the exercise of due diligence and care. 9 7.02 Approvals and consents. Approvals or consents required or permitted to be given under this Agreement shall be evidenced by an ordinance, resolution or order adopted by the governing body of the appropriate party or by a certificate executed by a person, firm or entity previously authorized to give such approval or consent on behalf of the party. Approvals and consents shall be effective without regard to whether given before or after the time required for giving such approvals or consents. 7.03 Address and notice. Any notice to be given under this Agreement shall be given in writing, addressed to the party to be notified as set forth below, and may be given either by depositing the notice in the United States mail postage prepaid, registered or certified mail, with return receipt requested; by messenger delivery; or by telecopy. Notice deposited by mail shall be effective three days after posting.Notice given in any other manner shall be effective upon receipt by the party to be notified. For purposes of notice, the addresses of the parties shall be as follows: If to the City,to: City Manager City of Pearland 3519 Liberty Dr. Pearland, Texas 77581 Fax. (281) 652-1708 If to the Developer,to: Friendswood Development Company 681 Greens Parkway, Suite 220 Houston, Texas 77067 Attention: John W. Hammond Fax: (281) 582-5704 With a copy to: Allen Boone Humphries LLP Phoenix Tower 3200 Southwest Freeway, Suite 2600 Houston, Texas 77027 Attention: James A. Boone Fax: (713) 860-6401 The parties shall have the right from time to time to change their respective addressees by giving at least 15 days' written notice of such change to the other party. 7.04 Assignability; successors and assigns. All covenants and agreements contained by or on behalf of a party in this Agreement shall bind its successors and assigns and shall inure to the benefit of the other parties, their successors and assigns. The parties may assign their rights and obligations under this Agreement or any interest herein, only with the 10 prior written consent of the other party, and any assignment without such prior written consent, including an assignment by operation of law, is void and of no effect; provided that, the Developer may make an assignment to a successor developer of the Land if such assignee specifically assumes all of the obligations of the Developer hereunder or may make a collateral assignment in favor of a lender without consent. This Section shall not be construed to prevent the Developer from selling lots, parcels or other portions of the Land in the normal course of business. If such assignment of the obligations by the Developer hereunder is effective, the Developer shall be deemed released from such obligations. If any assignment of the obligations by the Developer hereunder is deemed ineffective or invalid, the Developer shall remain liable hereunder. 7.05 No additional waiver implied. The failure of either party to insist upon performance of any provision of this Agreement shall not be construed as a waiver of the future performance of such provision by the other party. 7.06 Reservation of rights. All rights, powers, privileges and authority of the parties hereto not restricted or affected by the express terms and provisions hereof are reserved by the parties and, from time to time, may be exercised and enforced by the parties. 7.07 Parties in interest. This Agreement shall be for the sole and exclusive benefit of the parties hereto and shall not be construed to confer any rights upon any third parties. 7.08 Merger. This Agreement embodies the entire understanding between the parties and there are no representations, warranties, or agreements between the parties covering the subject matter of this Agreement. 7.09 Modification; exhibit. This Agreement shall be subject to change or modification only with the mutual written consent of the City and the Developer. The exhibits attached to this Agreement are incorporated by this reference for all purposes. 7.10 Captions. The captions of each section of this Agreement are inserted solely for convenience and shall never be given effect in construing the duties, obligations or liabilities of the parties hereto or any provisions hereof, or in ascertaining the intent of either party,with respect to the provisions hereof 7.11 Interpretations. This Agreement and the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. 7.12 Severability. If any provision of this Agreement or the application thereof to any person or circumstances is ever judicially declared invalid, such provision shall be deemed severed from this Agreement and the remaining portions of this Agreement shall remain in effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of equal dignity, as of the date first given above. 11 [SIGNATURE PAGE FOLLOWS] 12 CITY OF PE ' AND/XAS By: "117y-P. . .o , City Manager ATTEST: By: ;off ...... . ..� = ng L. - mg, i e etary ` y: APPROVED AS TO FORM: By: Darrin M. Coker, City Attorney SAVANNAH DEVELOPMENT,LTD., a Texas limited partnership By: LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION,LTD.,a Texas limited partnership, dba Friendswood Development Company, as Attorney-in-Fact By: Lennar Texas Holding Company, a Texas corporation, its general partner By: John Hammond, Vice President ATTEST: By: Kate Davis, Authorized Signator 13 CITY OF PE: RLAND.PXAS By: `1 ay P,a•.o s, City Manager ATTEST: 11111!,,, h\�\\\ Rl146"''. /2 ng L ing, i etary %\ APPROVED AS TO FORM: By: Q,.. Darrin M. Coker, City Attorney SAVANNAH DEVELOPMENT,LTD., a Texas limited partnership By: LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION,LTD., a Texas limited partnership, dba Friendswood Development Company, as Attorney-in-Fact By: Lennar Texas Holding Company, a Texas corporation, its general partner 0LB . . V ann iond, Vice Presiden ATTEST: By: Cit L'w Kate Davis, Authorized Signator 13 ••EIRE r,1 RIw1a I 1 LLLi\ ---- 7 I - 11..L!—LI! 1.1--'-1+41-,L-;i i-. ...... • . 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I. • t r' - i 1•r I I i s I 1 I I I • I I i 1 ; .S�q I I 1 I j a .1'F,,, t : 5 1 1 ti'Lq �. .4`'iu VI 1 7[ 11•:] T1 ]i { !l1 iL i1L LC1.iiC(a' i `\ ��Li�L+ALT•IC 7l, 1 Lakes of •• • `/``�' a<,' ' i\ T��r1a1 APPROVED' FIRSTDEVELOPMENT AGREEMENT VELOP]ACRES) 1 NTAG � / )1 V 11 � Cey al PexlanE Re:olu4on NO R70068B.DarcO JuN=e•?000 /, V ® A/►ROVEDP IR3T AME ND YENT TO DEVEIOIMENTA OREEM ENT03ACRE 5) 03500 Pearland Rr:olulidn Na 8300?-183.Date[Nwerteer I1.]00? 1 n APPROVED SECOND AMENDMENT TO DEVELOPMENT AGREEMENT-MI ACRES) Cuy N Pearls.Re:oluuon No R200 54Dated AP(I 25.2005 re A phasing exhibit prepared for APPROVED THIRD AMENDMENT TO DEVELOPMENT AGREEMENT-(t 02 ACRES) _ EDCty of Pearl..Re.olu1un No R2005.58.Dated June 13,2005 9 FRIENDSWOOD DEVELOPMENT CO. ® PROPOSED FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT-l31 t?ACRES) i DOC 1 KERRY R. DILDERi A ASSOCIATE, )nRd PS0 P Lovaeent+ _ e MI CCm SSus.A rePgC SCALE Kary.Teas 77494 ut,n.w......o,.ur..ow...rvnau.e.e..l.t<u,.c.o.r.ewra,4 ial rl•R.e,u. `40 1 e 1 SEDIEMeVRa.x7ISGA 07 )2011 514 031 0 ..n�,..t1.e,....,a....nex.....u.....a.,c.n. [,ATEi EXHIBIT "B" PLAN OF DEVELOPMENT This Plan of Development is an important opportunity for the City of Pearland to participate in the strategic planning of a major master-planned community within the City's ETJ. This Plan of Development is intended to align elements of the Comprehensive Plan with the goals and objectives of a major master planned development at the southern gateway to Pearland. The quality and cohesiveness of this development should set a standard of the type of development the City desires to promote in the far southwest quadrant of the City's ETJ. I. PROJECT DESCRIPTION The project is a proposed master-planned community of approximately 1,279 acres, located in the far southwest quadrant of Pearland's ETJ. The community will consist of residential, civic, and commercial uses; including facilities such as a school, church, day-care, library or civic site, fire station,parks, lakes and trails and significant open space. The Development Agreement and the Plan of Development will establish a comprehensive land use plan to guide development within the project. Figure 1 shows the location of the development. II. CURRENT LAND USE The Property is located in Brazoria County and Fort Bend County, at the far southwest quadrant of the City of Pearland's ETJ. It is bounded by S.H. 6 and the City of Iowa Colony on the south, miscellaneous property owners along the east and west boundaries and CR 564 (Sycamore St.) on the north. The Property is bisected by C.R. 58 (Post Road). The Property is a compilation of twelve large tracts and is currently partially developed as a master-planned community. The remainder of the Property is currently vacant and unimproved, consisting of flat coastal plain used for cattle grazing. The surrounding vicinity is characterized by vacant tracts of land and substandard subdivisions with a scattered mix of permanent residences and mobile homes. III. PROPOSED LAND USE The Property is outside of the City, and as such is not zoned. The Comprehensive Plan indicates this portion of the planning area as low density residential with appropriate commercial uses. The proposed General Development Plan, Figure 2, presents a low density master-planned community with a wide range of attractive and affordable housing in well defined neighborhoods. The General Development Plan complies with the intent of the Comprehensive Plan with an overall density not to exceed 3.6 dwelling units per acre based on a maximum of 3,420 homes on 950.0 residential use acres. The General Development Plan and the Development Agreement provides for sites to be donated by the Developer to the City for construction of the future library and Fire Station #10 by the Districts. The Development Agreement also provides for the Developer to dedicate to the City a 19.4-acre park as shown on the Plan of Development and an off-site 45-acre tract (total 45 Revised 6/23/2017 Page 1 acres) consisting of 40.3 acres of park land and 4.7 acres of future McHard Road right-of-way as shown in Figure 9. Figure 3 illustrates the proposed amenities and beautification plan consisting of an integrated network of parks,trails and open spaces. a. Library Site — If the City, in its sole discretion, determines that the proposed library site is best suited for alternative civic uses, the property may be used by City for such other municipal uses provided said uses are compatible with the adjacent residential uses. The developer shall convey, by Special Warranty Deed, the library site to the City on or before December 31, 2018 b. Fire Station Site - The developer has platted and donated the fire station site. The 1.489-acre Fire Station site is out of the Savannah School Site & Fire Station Reserves, according to the plat thereof recorded under Clerk's File No. 2010006936 of the Official Public Records of Brazoria County, Texas. The fire station site has been donated to Brazoria County Municipal Utility District No. 21 by a Dedication Special Warranty Deed (Tract B, Fire Station Site) recorded under Clerk's File No. 2011002936 of the Official Public Records of Brazoria County, Texas. See Figures 10 and 11 attached hereto. c. 19.4-Acre City Park Site - As of the date of this Fourth Revised and Restated Development Agreement, the 19.4-Acre Park Site has not been donated to the City. The Developer shall convey, by Special Warranty Deed, the 19.4-Acre Park Site to the City on or before December 31, 2018. d. Off-site 45-Acre Tract - The developer has deeded to the City, by a Dedication Special Warranty Deed recorded under Brazoria County Clerk's File No. 2008056574, a certain +/- 45.1-acre tract located on Cullen Boulevard (the "Cullen Tract") consisting of+/- 38.6-acres of park land and +/- 6.6-acres of road right of way for the Cullen Boulevard expansion and future McHard Road construction, as shown in Figure 9 attached hereto. Table 1 below illustrates the composition of land usage proposed for the development. Table 2 below illustrates the composition of land usage including the additional park land dedication. TABLE 1: Composition of Land Usage USE ACRES MIX Single Family Residential (SFR)* 950.0 74.3% Multi Family Residential 0.0 0.0% General Business(G.B.) 25.0 2.0% Civic/Schools/Churches/Daycare 32.0 2.5% Parks/Recreation/Open Spaces ** 205.8 16.1% Thoroughfare Rights-of-ways 40.5 3.2% Light Industrial (M1) *** 25.9 2.0% TOTAL 1,279.2 100.0% TABLE 2: Composition of Land Usage Revised 6/23/2017 Page 2 (includes Off-Site Tract Dedication of 45 Acres) USE ACRES MIX Single Family Residential (SFR)* 950.0 71.7% Multi Family Residential 0.0 0.0% General Business(G.B.) 25.0 1.9% Civic/Schools/Churches/Daycare 32.0 2.4% Parks/Recreation/Open Spaces ** 246.1 18.6% Thoroughfare Rights-of-ways 45.2 3.4% Light Industrial (M1) *** 25.9 2.0% TOTAL 1,324.2 100.0% * Single family residential encompasses R-1 (215 acres); R-2 (220 acres); R-3 (335 acres) and R-4 (180 acres) single family dwelling districts as presented in Appendix "A" hereto. Any district may increase in acreage by up to 15%. The total increase in SFR is defined in Section IV. ** Parks, recreation and open space includes public and private parks, community recreation centers, linear parks and greenbelts, and open space,lakes,bayous and drainage ways. *** Light Industrial includes the water plant sites, waste water treatment plant site, radio, telephone or television towers, and the existing 80' H.L.&P.transmission line easement. IV. LAND USE CHANGES Land use shall be regulated on a total acreage basis on Table 1 and by a finite cap on the number of dwelling units. Each land use category, except Single Family Residential (SFR), may be increased in acreage by up to 15%. SFR may be increased in acreage by up to 5%, as long as the total number of dwelling units does not exceed 3,420. The percentage of land use area change is required to assure the success of the development. If a proposed land use is requested to be an increase in area by more than 15%, an amendment to this Plan of Development must be requested and approved by the City of Pearland. Land uses may be interchanged within the boundaries of the project provided they are in compliance with the acreage defined in Table 1, subject to the 15%allowable increase. The location and configuration of the library or civic site, fire station and park sites are shown on Figure 2 attached hereto. V. TRAFFIC IMPROVEMENTS The following improvements will be built in phases during the development of the project. • Figure 4 illustrates the general plan for thoroughfares and collector streets. • Figure 5 illustrates the proposed street cross-section for C.R. 58 (Post Road). Revised 6/23/2017 Page 3 • Figure 6 illustrates the proposed street cross-section for Savannah Parkway. • Figure 7 illustrates the proposed cross section for the entrances to collector streets. • Figure 8 illustrates the proposed street cross section for collector streets. VI. FIRE STATION SITE • Figures 10 and 11 illustrate the dedication of the 1.489 acre Fire Station Reserve. VII. CULLEN TRACT • Figure 9 illustrates the dedication of 38.591 acres of park land and 6.617 acres of road right of way for Cullen Boulevard and McHard Road. Revised 6/23/2017 Page 4 (1ISty111Rp•.•° . 1 ( , I I a0E)R�;T•,O y i I i ii !! 11 11 <�P•7, t_ D T 1.2.1=��•i i Y 1 +i Ih'L•'�ti ii iiT�F-II _ , I< �JLU IVSJJ.�JL^Ll UYIy ••i.ori t. •.11 l, ,.. _JLU BUJ LI��- "Tti II r�l' ''r 'rL)�J. •';-1.44.1 . i. 1._x;71 h'I1 µ i ��^ . • r —N— Gh i� i F!.. '-; 1 , --1-1-f-1-'•+•.ii i 1;41'rp I i1 � '>4 ^/I 7;--:.---2, LU !)�1UJ L. 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AiMnNo.DMENT T DEVELOPM4.ENT APPROVED FIRST AMENDMENT TO DEVELOPMENT AGREEMENT_(33 ACRES) MIIIM Airy Of Pearland Ra:elution N.82002-183,Dated Nnvemaer It,2002 n APPROVED SECOND AMENDMENT TO DEVELOPMENT AGREEMENT-(111 ACRES) : City ef Pearlan3 Reaolu1i on No.52005-75.Dated ApIll 25,2005 a phasing exhibit prepared for n Co of OVEDnT RID AMEvon NDMENT TO DEVEL,OP3MENT 2(I SAGREEMENT-(182 ACRES) FRIENDSWOOD DEVELOPMENT CO. o 22005-80.Dated iPROPOSED FOURTH AMEMOMENT TO DEVELOPMENT AGREEMENT-(31.47 ACRES) p ROE I KERRY R. OILRERT 6 ASSOCIATES (e1d Plamtrp COMUtSgs 0 22001 Ci,cot020. suse C Sue A-750 •e'PT fGLa KIs.Teas 774114 •4•• .Y + .1. SPMBERS.1a016 (201)5168310 Faa(201)57168212 .A-n..anou .0 umuraa+neeu.ua,wau. rnr em . OCtATES w,eualva...,.usua.n¢..u,r.u.uneavaaa '."RiRa rr—'- rn- \ III ''.4.6*.SSS\ !ff t!_at. _Jt__.��-_.,La_JL_i=�`:-1-1h_1_l� IIt 'll v tal i_____. 1._� �[{F �i {.I F i i]�4 I�h F I �I_ I r 1' 1 .Li 1,+'� ,]I[ ,_, [ 1. 7 r, -, I 1'_. 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MAL C.T.1 C T 1 (.1 - .... .41.. iC LEGEND C _^ ,iii m 122'ROW WITH 2.2r PAVEMENT SECTIONS(S.CONC.) fri>h ` � �_--. i (Mil 1/2 al 120'N.O.W.WITH1•O6'PAVEMENT SECTION(rCONC.) 70 111T Jake s of -------z: ' 1120'ROW WITH 2.25'PAVEMENT SECTIONS(!-CONC.) Yi-44' so %1„ =60'ROWWITH 236'PAVEMENT SECTIONS 60'ROW LITH 2r PAVEMENT 2r ROW DEDICATION ONLY FRIENDSWOOD DEVELOPMENT CO. THOROUGHFARE & COLLECTOR PLAN V SC!1 KERRY R. GILBERT S ASSOCIATES UnOPbnn,Corn..nb r x501 C..Ranh Sii.eSuds . ° RanhA:60 SCALE K.M.Tem.7,9.1 _n. _ _ e�< -F"-'-�- KO I LY 26.2011 ` R0,,6�9679.240 ..[n1[.w[v'v^n aut.rmxo. �ruum+[.[w 4SSOf IATES JKG....ATOS a. 0r)6,9421_ PROPOSED STREET CROSS SECTION FOR ,,,, :1 . C . R. 58 (POST ROAD ) i 120' R.O.W. 1, "1 a:= t.3 . -;• # <., w.x ka • 'r41,. ✓ . Vf' • AIpio, tviiii- _.,..)„._ -V"kki . /c." . ' :/, .„-..,:q:11-:111r- � . i z 1 1 fit lillM 3' MAX. IIP_L__Vlilr `,' ter ..i I It AM -. ... .: . - ,moi i.MIME• I I II I I I I I I I I I I .I 25' WIDE I 50' WIDE I 25' WIDE I I_ I REINFORCEDI MEDIAN IREINFORCED �` 8' SIDEWALK CONCRETE CONCRETE 6' MINIMUM WITH CURB & GUTTER WITH CURB & GUTTER DISTANCE FROM CURB TO TREE NOTE: NO RESIDENTIAL DRIVEWAY ACCESS. FIGURE 5 PROPOSED STREET CROSS SECTION FOR SAVANNAH PARKWAY 100' R.O.W. �, I I Isr , -Y/ Yom., �liv,, \ I 1 i 1, i I G f 3' MAX. � lark �� rl 1 _. _ J I I I I 't r I I I I I I I I I I 11 \ I 8' SIDEWALK� I �I( 25' WIDE I 30' WIDE I 25' WIDE I_ I REINFORCED MEDIAN REINFORCED 1 .i" CONCRETE CONCRETE 6' MINIMUM DISTANCE WITH CURB & GUTTER WITH CURB & GUTTER FROM CURB TO TREE I NOTE: NO RESIDENTIAL DRIVEWAY ACCESS. FIGURE 6 PROPOSED STREET CROSS SECTION FOR ENTRANCE ROADS 90' R.O .W. �, ,Y I • .• . • : .. • ; 11114kririr_. ..,_.kr . , .._,tie 7 '''..- .14 ''''''r ‘ ' 1 z ► 3' MAX. 1!, i. i I i AMA Z1 Aiwaw il I I I I it it I I I I I I I I I I I I 8' SIDEWALK I I 25' WIDE I I 20' WIDE 25' WIDE I I REINFORCED MEDIAN REINFORCED 1 4' CONCRETE CONCRETE 6' MINIMUM DISTANCE WITH CURB & GUTTER WITH CURB & GUTTER FROM CURB TO TREE NOTE: NO RESIDENTIAL DRIVEWAY ACCESS. FIGURE 7 PROPOSED STREET CROSS SECTION FOR COLLECTOR STREETS 60' R. O. W. ,, . �. VI:: , ' i• I I�l{ 1 1 . , I ‘ 1 , .-lairt. i ICT % Wilkj i. 161 _me I1 \ J 6' SIDEWALK 28' WIDE 6' MINIMUM DISTANCE FROM CURB TO TREE REINFORCED CONCRETE WITH CURB & GUTTER NOTE: NO RESIDENTIAL DRIVEWAY ACCESS. FIGURE 8 D o ca,- 2008056574 DEDICATION SPECIAL WARRANTY DEED SAVANNAH PARK SITE AND RIGHT OF WAY TRACTS Date Novmeber 12,2008 /,1 Grantor LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION,LTD. a Texas limited partnership, dba Friendswood Development Company Grantor's Mailing Address 550 Greens Parkway,Suite 100 Houston,TX 77067-4526 PROJECT: JavGSNxL Grantee THE CITY OF PEARLAND FILES: MAP_SECT.✓ J.C._ Grantee's Mailing Address 3519 Liberty Drive HEADING: Lvl�c�,1 Mcl{uv� Pearland,TX 77581 7;�C Property The real property dedicated hereby to be used as a park site which is described by metes and bounds attabhed hereto and made a part hereof as Exhibit"A"(the"Park Site Tract")and the two tracts of real property dedicated hereby to be used as road right of way which are described by metes and bounds attached hereto and made a part hereof as Exhibit"B-1"and"B-2" (the Right of Way Tracts") (collectively herein the"Property"). Matters Affecting Conveyance and Warranty: 1. The exception and reservation of all oil, gas and other minerals in, on and under the Property, which minerals were excepted and reserved in whole or part by predecessor or predecessors in title of Grantor, and which exception is made in favor of present owner or owners of such minerals as their interests may appear of record in Brazoria County,Texas. 2. This conveyance is a dedication and gift by Grantor to Grantee, and the consideration for the conveyance shall be the mutual benefits derived by each party from this conveyance and Grantee's adherence to the requirements to the terms of the grant. 3. This conveyance is subject to all matters of record in Brazoria County, Texas, validly subsisting against and affecting the Property on this date, except prior conveyances and monetary encumbrances. The entire mineral estate in the Property has been reserved by Grantor's predecessors in title. This dedication fully satisfies Grantor's off-site park dedication obligations under that certain development agreement and resolution No. 2005- 96 between the City of Pearland and Savannah Development, Ltd. as described in section 3.02 entitled Park Dedication Ordinance. 4. The Park Site Tract is hereby dedicated for and shall be used solely as greenbelts, parks and recreational and open space and for related activities; provided, however,that this use restriction shall in no manner diminish the rights that Grantor has reserved in this Deed. The Right of Way Tracts are hereby dedicated for and shall be used as road right of way G:\FDC\FDC Engineering\Savannah\Park Site-Cullen\Special Warranty Deed Cullen Park Site Rev.1.DOC �L:)-3 FIGURE 9 • • • and underground utility lines and related activities and for no other purposes;. provided, however, that this use restriction shall in no manner diminish the rights that Grantor has reserved in this Deed. 5. The Property and all improvements on the Property shall be kept et all times in a sanitary, healthful and attractive condition with all weeds, grass and underbrush cut. No portion of 'the Property or the improvements shall be used for the exterior storage of materials or equipment without screening of the materials or equipment. 6. The Property and improvements shall not be transferred to or received by any individual or corporation or other entity (except Grantor), other than to another municipal, governmental or other quasi-governmental entity which will not change the use of the Property as set forth herein. 7. Notwithstanding any other term of'this Dedication Special Warranty Deed, if the property ceases to be used for the purposes stated above, title to any part of the Property not so used shall Immediately revert to and become vested in Grantor; provided, however, that all restrictive covenants of this Dedication Special Warranty Deed shall cease to exist and be of no further force or effect with respect to the land title to which revests in Grantor. 8. • The Property is hereby restricted to use as set forth herein, Nothing in this Dedication Special Warranty Deed, including reference to any instrument of record, shall have the effect of confirming or recognizing the validity of any instrument or right which had, on or immediately prior to this date,expired or lapsed by ifs terms or otherwise. The reservations, conditions, covenants, exceptions and restrictions set out in this:Dedication Special Warranty Deed and the obligations that are the undertakings of Grantee and its successors and assigns recited,in this Dedication Special Warranty Deed shall be covenants running with the land and shall be binding on Grantee and its successors and assigns. Grantor, for the consideration and subject to the reservations, conditions, exceptions and other matters set out in this Dedication Special Warranty Deed, including the Matters Affecting Conveyance and Warranty, gives, grants and conveys the Property to Grantee, together with all in singular the rights and appurtenances thereto and any wise belonging, to have and to hold unto Grantee, and Grantee's successors andassigns for as long as the conditions of this Dedication Special.Warranty Deed are satisfied. Grantor binds Grantor and Grantor's successors and assigns-to warrant*and forever.defend all and singular the Property to Grantee and.to Grantee's successors 'and assigns against every person whosoever lawfully claiming or to claim the same or any part thereof, except as to the Matters Affecting Conveyance and Warranty,when the claims are by,through and under Grantor, but not otherwise. When the context requires, singular nouns and pronouns shall include the plural. Titles used in this Deed are used for convenience only and shall not limit or affect the content. It is expressly agreed that the Grantor makes no warranty, either express or implied, as to the physical condition of the Property and/or premises and/or improvements herein conveyed. The Property and premises and any improvements are conveyed in"AS IS'CONDITION", after inspection by Grantee. This provision is part of the consideration for the execution of this Dedication Special Warranty Deed by the Grantor herein and such Dedication Special Warranty Deed would not have been executed but for this provision. The recordation of this instrument by Grantee, or anyone acting on its behalf, conclusively evidences the acceptance of this conveyance subject to the provisions of this paragraph. G:\FDC\FD.0 Engineering\Savannah\Park Slte-Cullen\Special Warranty Deed Cullen Park.Slte Rev.1.DCC • C. • By: LENNAR HOMES OF TEXAS LAND AND CONSTRUCTION, • • LTD., a Texas limited partnership, . dba FRIENDSWOOD DEVELOPMENT COMPANY, By: LENNAR TEXAS HOLDING COMPANY, a Texas corp ion, • its Gener. •• ner . dr? yI n • o d, ice President STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me oriA\b-tik,L 18 , 2008 by John W. Hammond, Vice-President of Lennar Texas Holding Company, a Texas corporation, on behalf of said corporation. * �c MONICA D.VE6A DUFFIELD hVl �j �J , - ,f)ILIk.q iii My Comrnlssion Expires Notary Public,State ,.�'exas February 23, 2012 After Recording please return to: - . nendswood Development Company 550 Greens.Parkway,Suite 100 Houston,TX 77067-4526 • Attn:Brian Gibson • • G:\FDC\FDC Engineering\Savannah\Park Site-Cuilen\Speclal Warranty Deed Cullen Park Site Rev.1.DOC • • • • EXHIBIT"A" • PARK SITE TRACT • • • • • • • • • • • • • • • • • • • • • G:\FDC\FDC Engineering\Savannah\Park Site-CullehlSpectai Warranty Deed Cullen Park Slte Rev.1.DOC • METES AND BOUNDS DESCRIPTION 38.591 ACRES OF LAND IN THE C.J.HALL.SURVEY,ABSTRACT No.215, IN BRAZORIA COUNTY,TEXAS (PROPOSED PARK SITE) BEING 38.591 acres of land situated In the C. J. Hall Survey, Abstract No. 215, in Brazorla County, Texas; being a part of that same tract of land designated as Tract 8 and described in the deed to Lennar Homes of Texas, Inc. recorded in Brazoria County Clerks File No. 94- 009151, 4009151, .Official Records of Brazorla County, Texas, said 38.591 acre tract is described by metes and bounds as follows: COMMENCING at a point in Cullen Boulevard (FM 518, Old Chocolate Bayou Road) for the Southeast corner of said Tract 8, by deed call being the recognized and accepted Southeast •corner of said C, J. Hall Survey, the Southwest corner of the W.T. Drake Survey, Abstract No. 187, on the North line of the F. B.Drake Survey,Abstract No.506; THENCE, South 89 degrees 32 minutes 07 seconds West along the South line of said Tract 8, passing at 15.47 feet a 5/8' inch Huitt-Zollars plastic capped iron rod on the West'right-of-way line of said Cullen Boulevard as recognized by the City of Pearland, continuing along the South line of said Tract 8 and passing at 24.85 feet a 5/8 inch iron rod with an aluminum cap, continuing along said line and passing at 39.62 feet a 4 inch by 4 inch concrete monument, continuing along said line, in all,a total distance of 1,249.48 feet to a 5/8 Inch Huitt-Zollars plastic capped iron rod for the Southeast corner of that certain 62.0485 acre tract of land described in the deed to Brazoria County Municipal .Utility District No. 4 and Brazoria County Municipal Utility District No. 5 recorded in Brazoria County Clerks File No. 93-023280, Official Records of Brazoria County, • Texas;THENCE, North,along the East line Of said 62.0485 acre tract, 167.97 feet to the POINT OF BEGINNING of this tract herein described; THENCE, North, along the East line of said 62.0485 acre tract, passing at 1,652.03 feet a 5/8 inch Huitt-Zollars plastic capped iron rod, continuing along said line, in all, a total distance of 1,787.65 feet to a point in the center of Clear Creek; • THENCE,with the meanders of the center of Clear Creek,the following courses and distances: South 74 degrees 58 minutes 47.seconds East,68.09 feet; South 72 degrees 07 minutes 02 seconds East, 100.12 feet; • South 77 degrees 16 minutes 13 seconds East, 100.18 feet; South 66 degrees 26 minutes 45 seconds East, 105.01 feet; South 61 degrees 48 minutes 39 seconds East, 113.06 feet; South 57 degrees 45 minutes 11 seconds East, 100;00 feet; South 56 degrees 58 minutes 45 seconds East, 104.02 feet; South-46 degrees 18 minutes 18 seconds East, 104.54 feat; South 44 degrees 02 minutes 19 seconds East, 100.04 feet; • • South 49 degrees 26 minutes 31 seconds East, 129.26 feet; • South 61 degrees 05 minutes 49 seconds East;100.02 feet; • • South 69 degrees 51 minutes 50 seconds East, 86.70 feet; • South 83 degrees 15 minutes 07 seconds East,.93.45 feet and • North 73 degrees 53 minutes 46 seconds East, 53.61 feet to a point on the proposed West • right-of-way line of Cullen Boulevard; • Page 1 of 4 'K:\proj\survey1021016011Proposed Park Site M&H.doc • • • THENCE, South 00 degrees 02 minutes 58 seconds East, along the proposed West right-of- way line of Cullen Boulevard, which is 15 feet West of and parallel to the before mentioned existing West right-of-way line.of Cullen.Boulevard, passing at 68.85 feet a 518 inch Huitt-Zollars plastic capped iron rod, from said rod a 4 inch by 4 inch concrete monument bears North 23 degrees 19 minutes East, 36.2 feet, continuing along said line, in all, a total distance of 918.85 • I feet to a 5/8 inch Huitt-Zollars plastic capped iron rod.at the beginning of a tangent curve to the left whose radius is 2,929.20 feet; THENCE, in a Southerly direction along said line and along said curve through a central angle of:00 degrees 01 minutes 40 seconds, 1.42 feet to a 5/8 inch Huitt-Zollars plastic capped iron rod; • THENCE, South 89 degrees 33 minutes 11 seconds West, 308.95 feet to a 5/8 inch Huitt- Zollars plastic capped iron rod; THENCE, South 00 degrees 26 minutes 49 seconds East, 279.77 feet to a 5/8 inch Huitt-Zollars plastic capped Iron rod; THENCE, South 89 degrees 33 minutes 11 seconds West, 877.14 feet to the POINT OF . BEGINNING and containing.38.591 acres of land. Bearings are based on the West line of said Tract 8 described in the deed recorded in Brazoria County Clerks File No, 94-009151,Official Records of 13razorfa County,Texas, and the East line of said 62.0485.acre tract of land described in the deed recorded in Brazoria County Clerks File No. 93-023280, Official Records of Brazoria County,Texas. This description was prepared in conjunctldn with surveys made on the ground in June and July of 2005, February and May 2008, and with a survey drawing dated May 28, 2008 and last revised November 11,2008. Revised November 11, 2008 • .rye By Huitt-Zollars, j`' OP n Steven E.Williams,R.P..L,S. STEVEN E.WILLIAMS• Texas Registration No.4819 !�'" ':0"'4819 -4? // SUR.\1, ri • i • Page 2 of 4 Klprojlsurvey102101601\Prcposed Park Site M&B.doc • C. • LOT 28 TO: HARRIS COUNTY FLOOD CONTROL DISTRICT _ - - I H.C.C.F. No. H344113 . • 1 O. .R.R:P.H.C. NL r T.ALLISON RICHEY uu ui 4 GULF COAST HOME COMPANY <S PART OF SUBURBAN GARDENS VOL.5, PG. 1 D.R.H.C.T TO: HARRIS COUNTY • froC.F.FLOOD CONTROL DISTRICT N.C.. . . No. K5216'53 N0 , LOT 34 O.P.R.R.P.H.C.T. • 1- 4 CLEAR CREEK • sU ��• L1 • . I 13 G 3 • Q p oil) 68.85' ^ no• li O. Z. r m 'In �C. - SET 5/8' HUflT-ZOI.LARS OOl tl '2 prNj I'" • PLASTIC CAPPED IRON ROD 2 4rZ O=N N. 40'DRAINAGE EASEMENT 4(, h O o . B.C.C.F.No.2008044328 W ��' 61-.1._z m v aM • 38.591 ACRES O.R.@.GT. rn.� g z • • ',E ....... „...,(1:1 ,n U U ce X c4 -PROPOSED 15'MME (0 Q 2 RIGHT-OF-WAY DEDICATION C z O o�Qeti p'� TRACT 8 ,[t, R 2 o o v 2 m • LENNAR HOMES OF TEXAS, INC. k0� N J coi— 8.C.C.F. NO. 94-00915,1 !a! LA.(r) • �,� L. O.R.B.C.T • )111 pF•1(��. {{yai'13- C.J. HALL SURVEY I QJ � Pe `id �.s...y.4...�1 t9 A n L5 6 5 0' f - •..!Gg ,y 30. to ® � i b CO,t(0 ` 4- $. ;E'% k < N SEE DETAIL 'B" ON SHEET 4 I v la . T • - 1 g i 1$ii FOUND 5/8" HUITT-ZOLLARS , Iii STEVEN'E.WILLIAMS. leg c al PLASTICC•CAPPED IRON ROD 0 .,..tip. .� L15Ili 661 '4.A 4819. P i/ - (q'°� ,g.. ;e``:i - CO PROPOSED 6.' liC Nj} / : �- FOUND 8/8" HUITT-ZOLLARS n• COMMERCIAL snE : I �. SUR. ., C • ,Y4•1"•;'1441,,; PLASTIC CAPPED IRON ROD . . ..i,;i; r 1/ S89'33'11"W 877.14' 1 i/ ,� -POINT OF BEGINNING • n 1PROPSE£ENONOMIE No.1oD 0AD D/41�1 2,047.13' . - S89-32.07V,.244.48' .• • !-1 V . S89'32'0DW 2.168.99' FOUND 5/8" HUITT-ZOLLARS POINT OF COMMENCING FOUND 1' PIPE PLASTIC.CAPPED IRON ROD . i • • 40.427 ACRES . SEE DETAIL "A' ON SHEET 4 1 TO: CAROLYN WENGLAR • VOI.. 1748, PG. 168 F.D. DRAKE SURVEY D.R.B.CT • lA1"506 • 300 150 •O 300 • . 1" = 300' . DATE' CS-ZB-08 ��^ Na MESSY. MU DRAWN BY: JNA PART0FA47.207 ACM - FB110, swoon PN[LOPATd1R l un- t• =TOIX,a& IDAT-06 CHECKED BY: SEW TlIACT or um SRVATED tri ' . co7APANY PROD.No.: 02-1018-03 Tl6Ecd.NALLSURVEy. Huat.zoLLARA N0, ABSTRACT No.21684 150.0 Si DAIRY ASHFORD 2• �A MY II-T1-.05 ° suiTE"I' BRA2DRIACDUNTYfTECA905066aHs PARICNAY,SATE 160 H USTOON.TX TTOT7 • 1 HownoN.TEXAS 77067.4526 (PitoP08IDPARK 81TE1 PIL 211.674•.562 FAA 2e•6n•4207 Pm+z 21.466.0066 SHEET: 3 of 4. FaX 21456.0uo • ' \ • K:\proNourvey\02101601\dw9\PARK SIZE EXISBIT.dwo Nov 11,2008-3:13 PM rlggmbach • �, • C. NOTES: .. I. B.C.C,F. No. -BRAZORIA COUNTY CLERKS FILE ....__ _.. .. NUMBER . LINE DATA 2. O,R.H.C.T. a DEED RECORDS OF HARRIS COUNTY, COURSE' BEARING DISTANCE TEXAS . Li S74-'58'4-7"E68.09` 3. D.R.B,C.T. ,- DEED RECORDS OF BRAZORIA L2 S72'07'02'E 100.12' COUNTY TEXAS L3 S77'16'13"E 100.18' - 4. H.C.C.F.No.--HARRIS COUNTY CLERKS FILE L4 S86'28:45 E ' 105.01' NUMBER L5 S61'48 39`E 113.06' 5. O.PR.R.P.H.C.T.- OFFICIAL PUBLIC RECORDS OF L6 S57'45'11"E 100.00' REAL PROPERTY OF HARRIS COUNTY, TEXAS L7 556'58`45"E 104.02' 8. O.R.B.C.T. = OFFICIAL RECORDS OF BRAZORIA L8 545'18'18"E 104.54' COUNTY, TEXAS L9 544'0219"E 100.04' I 7. BEARINGS ARE BASED FROM THE WEST LINE OF L10 S49.'26`31'E 129.26' TRACT B DESCRIBED IN THE DEED RECORDED IN L11 S67'05`48".E 100.02' . BRAZORIA COUNTY CLERKS FILE No. 94-009151, L12 569'51'50"E . .86.70'. OFFICIAL RECORDS OF.BRAZORIA COUNTY. TEXAS L13 S8371507"E 9345' AND FROM THE EAST LINE OF.THAT CERTAIN 62.0485 ACRE TRACT OF LAND DESCRIBED IN • L14 N73'53'46:E 53.61' THE DEED RECORDED IN BRAZORIA COUNTY L15 S89'33'11-W 308.95' CLERKS FILE No. 93-023280, OFFICIAL RECORDS • • L16 . $00'26'49"E .279.77' OF BRAZORIA COUNTY,TEXAS. 8. SEE ATTACHED SHEETS FOR METES AND BOUNDS DESCRIPTION. 9. THE RICHT-OF-WAY OF CULLEN BOULEVARD SHORN HERON IS BASED FROM SURVEYS AND ELECTRONIC FILES PREPARED BY OTHERS FOR THE are OF PEARLAND, A MAP ENTITLED ' 'RIGHT-OF-WAY MAP- REST ROAD'DATED DECEMBER 23, 1936 OBTAINED FROM TXDOT DEPICTS A 100-FOOT WIOE RIGHT-OF-WAY FOR - CULLEN BOULEVARD, NO DOCUMENTS OF RECORD HAVE,BEEN FOUND FOR THE ACCEPTANCE, DEDICATION OR CONVEYANCE OF -+ SAO RIGHT-OF-WAY. A.NOTE ON SAID MAP A STATES'NO RECORD OF CONVEYANCE OR a • CONDEMNATION COVERING.TRIIS RIGHT-OF-WAY. FOUND 4"x4" BROKEN co POINT OF COMMENCING BRAZORIA COUNTY CLAIMS PRESCRIPTIVE TITLE CONCRETE MONUMENT Fz SOUTHEAST CORNER r'' OF.TRACT 8 ROAD SHOID. THE RIGHT-CF-WAY OF PROPOSED.MCHARD i 9.38• YRJ E HEREON IS BASFROM 14.77' 15.47' ELECTRONIC FILES PREPARED BY OTHERS FOR • . . - - THE CITY OF PEARLAND. FOUND 5/8" HUITT—ZOLLARS • FOUND 5/8" ALUMINUM. PLASTIC CAPPED IRON ROD • CAPPED IRON ROD DETAIL "A" •o J NOT TO SCALE 6 z i 38.591 ACRES co O 0 1 SET 5/8" HUTT—ZOLLARS a, R"2,929.20' PLASTIC CAPPED IRON ROD L=1.42' D=0O'01'40" SET 5/8" HUITT—ZOLLARS PLASTIC CAPPED IRON ROD CM=SOO'D3'48"E 1.42' PROPDSarD 2.000 ACRE - ! COMMERCIAL SITE I. . DETAIL "B" NOT TO SCALE / . \ , , DATE: 05-28-08 • �l+ N0. PEYIS1171 DATE DRAWN BY: MR APART OF A 47.207 ACRE FRIPNOSW000DEVIZLOPARENT ��ZMULAr S 1. ADDED 40'DRAINAGE . IIT-.17..p6 CHECKED BY; SEW TRACT OF LAND SITUATED IN . COMPANY NUITT-20LLA��R-rS,��--+�W++c++,��++ EASEMENT PROJ.No.: 02-1018-03 THE O.J,HALL SURVEY, NI0 .ZS.GARY ASHFORD 2, ROOTED RSA/WARY 11-11-06 ABSTRACT No.216 IN 150 GREENS P908WAY,SLATE I00 SLATE 200. BRAZORIA COUNTY,TEXAS 0000000,TK 77077 - . (PROP 0STO PARK SITE) HOUSTON,'TEXAS 77067- PRONE 284456.0008 FIR 202.874-8662 FADS 28I-872-472-4 207 FAX 281.456.0220 SHEET: 4 of 4 ` K:\pro_\survey\02101801\dwg\PARK SITE-EXHIBIT-dwg Nov 11,2008-3:14 PM rlggenboch �..• • • EXHIBIT B-1 • . . RIGHT OF WAY TRACT • • • • • • • • • • • • G:\FDC\FDC Englneering\Savannah\Park Site-Cullen\Special Warranty Deed Cullen Park Site Rev.1.DOC • • 'METES AND BOUNDS DESCRIPTION 4.709 ACRES OF LAND IN THE C.J.HALL SURVEY;ABSTRACT No. 215, IN BRAZORIA COUNTY,TEXAS (PROPOSED MCHARD ROAD) BEING 4.709 acres of land situated in the C. J. Hall. Survey, Abstract No. 215, in Brazoria County, Texas; being apart of that same tract of land designated as Tract 8 and described in the deed to Lehner Homes of texas, Inc. recorded in Brazoria County Clerks FileNo ..94-009151; Official-Records of Brazoria County,Texas, said 4.709 acre tract is described by metes end bounds as'follows: COMMENCING at a point in Cullen Boulevard (FM 518, Old Chocolate Bayou Road)for the Southeast corner of said Tract 8, by deed call being The recognized and accepted Southeast corner of Said C. J. Hall Survey,the Southwest corder of the W.T. Drake Survey,Abstract No. 187,on the North line of the F. B.'Drake Survey,Abstract No. 506;THENCE, South 89 degrees 32 minutes 07.seconds West along the South line of said Tract 8, 15.47 feet to a 5/8 inch Huitt-Zollars plastic capped iron rod,on the West right-of-way line of said.Cullen Boulevard asrecognized by the City. of Fearland for the POINT OF BEGINNING of this tract herein described; THENCE,South 89 degrees 32 minutes 07 seconds West, along the South line of said Tract 8, passing at 9.38 feet a 5/8 inch iron rod with aluminum cap, continuing along said line'and passing'at 24.85 feet a 4 inch by-4 inch concrete-monument, continuing along said line,in all a total distance of 1,234.01 feet to a 610 inch Huitt-Zollars plastic capped iron rod for the Southeast corner of that certain 82.0485'acre tract of land described In the. deed to Brazoria County Municipal Utility District No. 4 and Brazoria County Municipal Utility District No. 5 recorded In Brazoria.County Clerks File No, 93-023280, Official Records.of 6razoria County,Texas; THENCE,North,along.the East line of said 62.0485 acre tract, 187.97 feet; THENCE, North 89 degrees 33 minutes 11 seconds East, 1,212.73 feet to a 5/8 inch Huitt-Zoilars plastid capped iron rod in the West right-of-way line'of said Cullen Boulevard, said capped iron rod is lying-oh a non-tangent curve to the left whose radius is 2,914.20,feet and whose radius point bears North 84 degrees 25 minutes 02 seconds East; THENCE, in a Southerly direction along the West right-of-way line-of Cullen Boulevard and along said curve through a.central angle of 03.degrees 19 minutes 07 seconds, 168.79 feet to the. POINT OF BEGINNING and containing 4:709 acres of land. • Bearings=are based on the West line of said•Tract 8 described'In thedeed recorded In Brazoria County Clerks• File No, 94-009151, Offiotaf Records of Btazorla County, Texas,.and the East Ilne of said 62.0485 acre'tract of land described in the deed recorded in. Brazoria County Clerks File No. 93- 023280, Official Records of Brazoria County, Texas; This description was prepares in conjunction with surveys made on the ground in June and July. of 200.5, February and May 2000,and with'a survey drawing dated May 28, 2008. May 28, 2008 By Huitt-Zollat s,Inc. r - ►b'�_ p F •. rfr/od- : . Steven E,Williams, i.M111AIF Texas Re istratiohNo. 4819. ..... ` • 4i61 • • Pagel of 2 " • Kdpropsurveyl031a16o11Proposad McHard.doc S t}RV0.v • • • • . • l N 200 • 100, 0 2O0 H {{ NOTES: . I" �` ZOO' i 1. B.C.C.F.No.a BRAZORIA COUNTY CLERKS FILE NUMBER •' . . 2. DR.B.C.T. DEED RECORDS OF BRAZORIA COUNTY 1FY1S .6 . n ' 3. O.R.B,C.7, =OFFICIAL RECORDS OF BRAZORCA COUNTY, TIXASDi ; T: a •P'6iNY•tf)`L"bhYi,2lENgkG 4. BEARINGS ARE BASF31'FROM THE WEST UNE OF TRACT B DESCRIBED IN THE DEQ. 8 SOUTHEAST CORNER RECORDED IN BRAZORIA COUNTY CLERKS FILE FILE No. 94-009151;OFFICIAL RECORDS, OF TRACT 8 OF BRAZORNA COUNTY, TEXAS AND FROM THE EAST-ONE OF THAT CERTAIN 62.0485 ' FOUND 4"x4" BROKEN d 5 • ACRE TRACT CF LAND DESCRIBED IN THE DEED REEORDED IN BKAZORIA COUNTY . ' CONCRETE MONUMENT 9,38s C' CLERKS FILE No. 93-023280. OFFICIAL RECORDS CF BRAZGNIA'COUNTY, Tk7CIS. . .4.77'. .5.47•• 5. SEE ATTACHED SHEET FOR melts AND BOUNDS DESCRIPTION. i . PDf'HTa BEG.INNFl7G 6. THE RIGHT-OF-WAY OF CULLEN BOULEVARD SHOYN.HERON IS BASED FROM .W FOUND'5/8" ALUMINUM OUND:5/8'HUITT-ZOLLARS:' SURVEYS AND ELECTRONIC FILES PREPARED BY OTHERS FOR THE CITY OF CAPPED IRON-ROD PE:AF2LNR0. A MAP ENTITLED"RICHT-OF-WAY 15 -.WEST ROAD' DATED PLASTIC CAPPED IRON ROD DECEMBER 29, 1936 DBTAINEO FROM TXDOT DEPICTS A 100-FOOT VIDE d o '�a . RICHT-OF-WA'(FOR CUUEN'BOULEVARD. NO DOCUMENTS OF RECORD HAVE BEEN . 5o� DETAI/� FOUND FOR THE ACCERTANCE,DEDICATION CR-CONVEYANCE OF SAID L RIGHT-OF-WAY. A NOTE ON SAID MAP STATES NO RECORD•QF'CONVEYANCE OR • NOT TO SCALE - CONDEMNATION COVERING THIS'RIGHT OF WAY. BRAZORIA COUNTY CLAIMS PFIESCRIRTI E TITLE' ;o:;i:::: • 7, T}{ERICHT-OF-WAYOFPROPOSEDMCHAROROADSHOWNREONI5BASEDFROM � ELECTRONIC FlLES PREPARED 8Y OTHERS FOR THE[TTY OF PEARNLNO. I� ri4 ' (t CLEAR CREEK i • FOUND 5/8" HUITT-ZOLLAR5. 5 PLASTIC DAPPED 'IRON ROD ' • a k J J FOUND.5 8" HUITT-ZOl1ARS. : „�•N 4 c3 0. ' PLASTI CAPPED IRON ROD• G ., LieL,�m 'R CC- .5. 3N 0. pp '�O �N fnI MM A n n Cc�ppfo� EXl`'7WG100'MOE RESCR/PTF . Q a. x". z CD ��le W�iSIS c�JV W V LS V RIGHT-of-WAY '� o 0, a. •s. 4�i 2�~�I F� M1 Ge�I^1I SEE NOTE No. 6 ILi ,a zom ��L1�U 2� L1 u� _.I G C m O O . uT a'�V q 2 Q - LENNAR HOMES OF TEXAS, INC, • p r °�D 2 o . B.CC,F. NO. 94-009151 • n� �jV •O.R.B.C.T It _w.o ..1 •,. w o`�-o I;(; SET 5/8"*J FT-ZOl1.AR5 S o e=Nom PLASM! CAPPED IRON ROD <,1g;1- . Z m j m • .N89'33'11-E 1,2.1273' \ Nva . �. Fz.S.r O s \ m d a J x RRCTPDSED.MCNARDRO1D R-2.914.20,' I `Z` f • o OR7H 167.97 SEE NOTE No. L-168,73' .g 5 z g¢m 1 4.700 ACRES- 7 . FOUND 5/8 HUITT-ZOLLARS D=03'19r�J z Q o z a f o. 8 • PLASTIC CAPPED IRON ROD .,!kW a¢ m g / i Z,047.13' . v °S99'Jz'orw S89'32'07 W 1,234.01' �� a I ''R§D s 2168.99' e FOUND 1" PIPE 40.427 ACRES i a o FoDeQKE SURVCM.- CAROLYN PENCLAR VOL• 1748, Pc. 168 FOUN '/ D [RNROI T GAPPED • r • N0 a00 D,R.B.C.T. F •• EAIL sm w /y .. 00 4 2 • • r . • • • • • • EXHIBIT B-2 • RIGHT OF WAY TRACT • . I • • • • • • • • • • • • • • • • • G:1FDC\FDC Engineering\Savannah\Park Slte-Cullen\Special Warranty Deed Cullen Park Site Rev.1.DOC • 1. ( • • • METES AND SOUNDS DESCRIPTION 1.908 ACRES OF LAND IN THE C.J. HALL SURVEY,ABSTRACT No.215, IN BRAZORIA COUNTY,TEXAS (EXISTING CULLEN BOULEVARD AND PROPOSED 15'DEDICATION) BEING 1.908 acres of land situated in the C. J. Hall Survey, Abstract No. 215, in Brazoria County, Texas; being a part of that same tract of land designated as Tract 8 and described in the deed to Lennar Homes of Texas, Inc. recorded in Brazoria County Clerks File No. 94 • - 009151, Official Records of Brazoria County, Texas; being a portion of Cullen Boulevard (100 feet wide) as recognized by the City of Pearland and as depicted on a right-of-way map obtained from the Texas Department of Transportation dated December 29, 1936 titled "Right- Of-Way Map — West Road" (no documents of record have been found for the acceptance, dedication or conveyance of said 100 foot wide right-of-way; a note on said map states "No record of conveyance or condemnation covering this right of way. Brazoria County claims prescriptive title."); said 1.908 acre tract is described by metes and bounds as follows: BEGINNING at a point in said Cullen Boulevard (FM 518, Old Chocolate Bayou Road) for the • Southeast corner of said Tract 8, by deed call being the recognized and accepted Southeast corner of said C. J. Hall Survey, the Southwest corner of the W. T. Drake Survey, Abstract No. 187, on the North line of the F. B. Drake Survey,Abstract No.506; • THENCE, South 89 degrees 32 minutes 07 seconds West along the South line of said Tract 8, 15.47 feet to a 5/8 inch Huitt-Zollars plastic capped iron rod on the West right-of-way line of said Cullen Boulevard, said capped iron rod is lying on a non-tangent curve to the right whose radius is 2,914.20 feet and whose radius point bears North 81 degrees 05 minutes 55 seconds East; THENCE, in a Northerly direction along the West right-of-way line of Cullen Boulevard and along.said curve through a central angle of 03 degrees 19 minutes 07 seconds, 168.79 feet to a 5/8 inch Huitt-Zollars plastic capped Iron rod; THENCE, South 89 degrees 33 minutes 11 seconds West,40.06 feet to a 5/8 inch Huitt-Zollars plastic capped Iron rod; • THENCE, North 42 degrees 07 minutes 41 seconds East, 33.82 feet to a 5/8 inch Hultt-Zollars plastic capped'iron rod on the proposed West right-of-way line of Cullen Boulevard,said capped iron rod lying on a non-tangent curve to the right whose radius is 2,929.20 feet and whose radius point bears North 84 degrees 55 minutes 57 seconds East; THENCE, in a Northerly direction along the proposed West right-of-way line of Cullen Boulevard, 15 feet West of and parallel to said existing West right-of-way line of Cullen Boulevard, and along said curve through a central angle of 05 degrees 01 minutes 05 seconds, 256.54 feet to a 5/8 inch Huitt-Zollars plastic capped iron rod; THENCE, North 00 degrees 02 minutes 58 seconds West along said proposed West right-of- way line, passing at 850.00 feet a 5/8 Inch Huitt-Zollars plastic capped iron rod, from said rod a 4 inch by 4 inch concrete monument:bears North 23 degrees 19 minutes East, 36.2 feet, continuing along said line, in all, a total distance of 918.85 feet to a point in the center of Clear Creek; • • Page 1 of 3 nprol\survey102101601\Fxdsting Cullen M&B.doc • C • THENCE, North 73 degrees 53 minutes 46 seconds East, along the center of Clear Creek, 68.92 feet to a point in Cullen Boulevard,being the Northeast corner of said Tract 8; THENCE, South 00 degrees 00 minutes 22 seconds East, along the East Ilne of said Tract 8, 1,386.24 feet to the POINT OF BEGINNING and containing 1.908 acres of land. • Bearings are based on the West line of said Tract 8 described in the deed recorded in Brazoria County Clerks File No. 94-009151, Official Records of Brazoria County,Texas,and the East line of said 62.0485 acre tract of land described in the deed recorded in Brazoria County Clerks File No.93--023280, Official Records of Brazoria County,Texas. This description was prepared In conjunction with surveys made on the ground in June and July of 2005, February and May 2008, and with a survey drawing dated May 28, 2008 and last revised November 11, 2008. Revised November 11, 2008 By Huitt-Zollars, I•• . �_o F TF j t,�P ••' 1/4 STP Steven E.Williams, R.P.L,S. • • STEVEN E.WI LL{AMS , Texas Registration No.4819 \....V.70..'4819 •••9.Y.••, \ "VP()F6851. p�f • suR Page2of3 K\proi\survey\02101601\ExJslIng Cullen M&B.doo • ( . NOTES: . N73'53'46"E . 68.92' I . 1. B.C.CF.No...BRAZORIA COUNTY CLERKS FILE . NUMBER 1 2. D.R.B.C.T. •.,DEED RECORDS Cf BRAZCRIA . Q COUNTY TEXAS . I CLEAR CREEK CC3. OR-B.C.T. =OFFICIAL RECORDS OF BRAZORIA 4 COUNTY, TEXAS 4. BEARINGS ARE BASED FROM THE WEST UNE OF SET 5/9" HUITT-ZOLLARS• 111 TRACT B DESCRIBED IN THE DEED RECORDED IN PLASTIC CAPPED IRON ROD , ,4 BRAZORIA COUNTY CLERKS FILE No. 94-009151, • OFFICIAL RECORDS OF BRAZORIA COUNTY, TEXAS .7 AND FROM THE EAST LINE OF THAT CERTAIN . • 0 62.0485 ACRE TRACT OF LAND DESCRIBED IN 1.908 ACRES THE DEED RECORDED IN ERAZCRIA COUNTY . m CLERKS FILE No.93-023280, OFFICIAL RECORDS OF BRAZORIA COUNTY, TEXAS. • . ��. �` 5. SEE ATTACHED SHEET FOR METES AND BOUNDS _n DESCRIPTION. �p� 8. THE RIGHT-DF-WAY CF CULLEN BOULEVARD• \V�J SHOWN HERON IS BASED FROM SURVEYS AND \� p1 Z. ELECTRONIC FILES PREPARED.BY OTT1ERS FOR L THE CITY Cf PEARLAND. A MAP ENTITLED p ', 3. RIGHT-OF-WAY 14AP- WEST ROAD"DATED e DECEMBER 29.1936 OBTAINED FROM TXDOT {�� m $ DEPICTS A 100-FOOT VIDE RIGHT-OF-WAY FOR • It CULLEN BOULEVARD.• NO DOCUMENTS OF o Cl" '4f RECORD HAVE BEEN FOUN6 FOR THE C'4 ACCEPTANCE, DEDICATION OR CONVEYANCE OF SAID RIGHT-OF-WAY. A NOTE ON SAID MAP. TRACT 9 0 STATES"NO RECORD OF CONVEYANCE OR - LENNAR HOMES OF TEXAS, INC.' ZM CONDEMNATION COVERING THIS RICHT OF WAY. B.CCF. NO. 94-009151 r BRAZORIA COUNTY CLAIMS PRESCRIPTIVE RIE." O.R.B.C.T. ILI 7. 5/8W H-Z= 5/B" HUITT-ZOLLARS PLASTIC CAPPED IRON ROD. •• • PROPOSED 15' BIDE g RIONT—OF—WAY DEOICA770N Q 20' TEXAS EASTERN TRANSMISSION `.� CORPORATION EASEMENT EXISTING 100'1+105 VOL,•8,57.1,PG,.;429 Y 0 PRESCRIPTIVE RIGHT-OF-WAY . ''.6:R=13.C.T,.••.• . - • SEE NOTE No. 6 • ca,If ` �Q:��\ST 'q • - SET 5/8" H(11 -ZQ / ' ,_ R� c! PLASTICCAPPED',"fRON: 42 %� D R=2,929.20' d STEVEN E.WILLIAMS ;) Lp256,54' N �� ••'.A,p ••4819 '...Q. %,•^1' i `D 05tl1'D5" <I�.a 5. Its • 1142'07'41"E N .re55 'E n"-..., � 4 "'• ..er, �i 33.82 "' ' .. s_,/,1,09,'."/ 5[6;11-z' R==2,914.20' %"� 2 N . •S8933'i1 W • L=168.79' Y� • 44006' D=0319'07" • "FOUND33f8NUITf—ZO RS , i/ PLA CAPPED IRON.ROD 116 T`55"E -e- 14_,3281-:14' e- 3 281:14' • S89'32'OYW 3,40 .00' • �f�� ppp '� � S8932'07 ri POINT OF BEGINNING J{ FOUND 1' PIPE . 15.4'7' ' 1� 40.427 ACRES / TO: CAROLYN INENGLAR' • 200 100 0. 200 VOL. 1748, PG. 168 D.R.B.C. 1• = 200, 1 T. DATE: 05-28-08 APARYOF A 47.207 ACRE / ` /NO. . .R£MBA DATEI DRAWN BY: • OR TRBCT OF LAND SITUATED IN FRIRIDSWOODDEVE.OPNENT }y' I 1. :RE�9Sf0 B44M0'RY 11-Il-OS CHECKED BY: SEW THE 0:J.1-OILCRo.2INEY, COMPANY ,HUT•T�-20-LLARS,uIL • PROJ.No.: 02-1016-03 ABSTRACT No,216111 - 4000 S.DAIRY ASKRORO BRAZORIACOIINTY,TEXAS 050 GREENS PARKWAY,SuTTE 100 IDLE 200 1EDSRNO CUL EN HOUSTON,TEXAS 77064-4316 H005TOII.PHONE TO 6-ao 2 80U1-ZVAAO AND FROPOSED PH,28-074.8362 PAW 281.072.4207 FAX Eel-496.0120 SHEET: 3 of 3 tCWIDE DEDICATION) \ • • \ z K;\proj\survey\02101601\dwg\EXIST1N0 Cl1LLEN EXHIBIT.dwg Nov 11,2008-3:20 PM rIggenbaah `_..._....+^aC�*'�_� _..:...:x.::H•fs:.�.�..,T.. �.�t9.�Aa^GL*S�ru.e.w. .,w.:�.rwu..i.a, �.,..w.eTS.........._.......,P.....�_._ .,�..... �.....,,... ,. —__. • • • • • • • • 1 • • • • • 1 • Doe* 2008056574 Pages 15 12/04/2088 1:51PM Official Public Records of BRA2DRIA COl1NTY JOYCE-111)M41 COUVI 2.- LERH::. 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I, I- • Doc# 2011002936 SPECIAL WARRANTY DEED (Tract B,Fire Station Site) N 62 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON,YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER_ THE STA i"E OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF BRAZORIA, § THAT, SAVANNAH DEVELOPMENT, LTD., a Texas limited partnership ("Grantor"), for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT,SELL and CONVEY unto BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21, a political subdivision of the State of Texas ("Grantee"), its successors and assigns, all that certain tract of land located in Brazoria County, Texas, described as follows: Being 1.489 acres (TRACT"B") out of Savannah School Site &Fire Station Reserves, according to the plat thereof recorded under Clerk's File No. 2010006936 of the Official Public Records of Brazoria County,Texas, together with all rights,titles and interests appurtenant thereto (such land and interests are hereinafter collectively called the"Prop '), This Special Warranty Deed and th conveyance hereinabove set forth are executed by Grantor and accepted by Gran subject to the matters set forth on Exhibit A attached hereto,to the extent the same are validly existing and applicable to the Property (the"Permitted Encumbrances"). TO HAVE AND TO HOLD the Property, together with, all and singular, the rights and appurtenances thereto in any wise belonging, unto Grantee, its successors and assigns, forever, and Grantor does hereby bind itself,its successors and assigns, to warrant and forever defend, all and singular, the Property unto Grantee, its successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof, by, through, or under Grantor, but not otherwise, subject to the Permitted Encumbrances. 308520_2 FIGURE 11 • Grantee's address is c/o Allen Boone Humphries Robinson LLC,3200 Southwest Freeway,Suite 2600,Houston,Texas 77027. [Signature pages follow this page] 308520_2 1 EXECUTED this IP day of 411t.),G) ,2014. SAVANNAH DEVELOPMENT,LTD.,a Texas limited partnership By: Lennar Homes of Texas Land and Construction,Ltd.,a Texas limited partnership, dba Friendswood Development Company,as Attorney-in- Fact By: Lennar Texas Holding Company, a Texas corporation,its General Partner B • Vice President Title: THE STATE OF TEXAS § COUNTY OF HARRIS § • instrument was acknowl gQd fore ma on this 1P day of 2010, ��.M(ti�n[ _ assXfie of Lennar Texas H g Company,a Texas corporation,as General Partner of Lennar Homes of Texas Land and Construction, Ltd., a Texas limited partnership, dba Friendswood Development Company, as Attorney-in-Fact for SAVANNAH DEVELOPMENT, LTD., a Texas limited partnership,on behalf of said entities. • 1\11�.., MONICA D.VEGA DUF FIELD v —D� ,7,•,• 7<,` '"WS My Commission Expires Notary Public, a o. as (NOTARY ' : February 23, 2 01 2 rF 308520_2 This Special Warranty Deed is acknowledged and accepted as of the 10 day of QYk Uluitt ,201(y Brazoria County Municipal Utility District No.21. BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO.21 la Dw. e L. p•r President,Board of Directors ATTEST: //) {SEAL • By: .: • 4,, Larry B.Williams i C G Secretary,Board of Directors THE STATE OF TEXAS COUNTY OF t i 5 § This instrument was acknowledged before me on the SO day of _PON.►u. , 2010, by Dwayne L. Sparks, President, and Larry B. Williams, Secretary,of the Board of Directors of Brazoria County Municipal Utility District No.21, a political subdivision of the State of Texas,on behalf of said political subdivision. (NOTARY SEAL) - - {i0 T xSY L,o,ZNEss?u4,-.<?IRES l tifttAl S1r"`` CA;!!embEr 2a.2072 Notary Public, tate of Texas Attachment Exhibit A- Permitted Encumbrances AFTER RECORDING, please return to Allen Boone Humphries Robinson LLP, 3200 Southwest Freeway,Suite 2600,Houston,Texas 77027, Attn: Yvonne Onak 308520_2 EXHIBIT A FERMI 1"I"ED ENCUMBRANCES 1. Restrictive covenants recorded under Film Code No. 2010006936 of the Plat Records and under Clerk's File No.97032630,2000031203,2007026049,200726050 and in deed filed under 2010040712 of the Real Property Records of Brazoria County, Texas, but omitting any covenant or restriction based on race, color, religion,sex,handicap,familial status, or national origin. 2. Water&Sewer Easement along the front property line,as shown on the recorded plat under Film Code No. 2010006936 of the Plat Records of Brazoria County, Texas. 3. Reservation of 3/32nd royalty interest in and to all the oil, gas and other minerals as set forth in deed executed recorded in/under Volume 518,Page 30 of the Deed Records of Brazoria County,Texas. 4. Reservation of 7/64ths royalty interest in and to all the oil, gas and other minerals as set forth in deed executed recorded in/under Volume 518,Page 30 of the Deed Records of Brazoria County,Texas. 5. Reservation of all (excepting the 1/32nd royalty) of the all, gas and other minerals as set forth in Deed executed recorded in/under Volume 518,Page 30 of the Deed Records of Brazoria County,Texas. 6. Reservation of a 50% interest in all the oil, gas and other minerals as set forth in Deed recorded in/under 97032633 of the Real Property Records of Brazoria County,Texas. (Surface rights waived therein.). 7. Waiver of Surface Rights and designation of Drill Sites as set forth by instruments recorded in/under 97032645 and 97032646 of the Real Property Records of Brazoria County,Texas. 8. Oil, gas and mineral reservation as set out in deed filed under Clerk's File No. 2000037203,Official Records of Brazoria County,Texas. 9. Gas pipeline easement as set forth in instrument filed under Brazoria County Clerk's File No.2001058645. 10. Terms, conditions and stipulations of that certain transferable permit and maintenance agreement with the Texas Natural Resources Conservation Commission for operating a surface application on-site wastewater treatment system as evidenced by that certain Affidavit filed under Brazoria County Clerk's File No. 2001024212. 308520_2 ,.r 1 n.• IDE OM YC'R13'Z29'UL'J7.Aww.rw-... N .. w.w.r.o.«.. .,.. n r nr . tri •""':A' 1:i7. - t - «....1e r'.•yei. ..1^.:•ii'1:F' 4`-'.S•4 ".1:. Fi' i;1r'1�$ v i iiiiw :} •ve.:r: :� + 7. •r =44.1: S 1inti_.5.1aw;. ori: _ •- ,f,- 4C- lt:,"w,:zz of ;Y'C 1 e %_c�' T r.'3'�4: i - ...-7,:-.1.:;....:.:;•,r ;r-J^il- wc.r.:•J� ..::M:.F�...�r3r eraa.t=:1.='rY51G._''.'•- "0' .. A�' _fir I-u.• -_ • • .�,.,. ~.�::_ O1�' M' .. • •==.",:n.".:.:1:'''' ':•',:144 '"'•" ... �j� r:11 SII ,, ...... '•.._.•.�,.._7:;.r..r...•...r r r, ,.,,,..,.,-....... r•.~'rx f i :.14•, '... .�,.n , `/'.l • ...- ,.... ... (if. C. 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"v-44 ;6-•:' SAVANNAH SCHOOL- ':-��r� .•,-r"...•...,,....::c::,. 1.t,T7,...--,..r, - 7...-,::::,!,: .a::-,,. ^=,',. , r..:,•..E ,..7'^..7‘;'_,•r., _ TION ! ::::'11__ ..:'K.�...A).'.' �' L:•xsa1.•n�:4Y-r": ':7-2-Y 1.',_::_:,,:�:7:.'i-_ SITE & FIRE STATION I '^ ` r s; _ � �w`" �. ��: RESERVES /17if/_ _•,, ' �tf 2.65...11.1..r-5 L�:'r=1- R9 a50.55../1-1.:.'5..7•41./.:' ' A suommow or LOCATED 1/1 MIES 0r INA 1 .0.'.- ...._ .61, i7C:7AYSA.4AfJL:: •4512::::_:7... H.T.A D.N.R.RMVCf.A-W4, r `"ro.. %rlkr"i'X1•:5::r.:r':, •--J 4'7.J'-"^'••••'" J.S.TA1JV4C sway.r� :L'9.., ,-t,a�. I. „ ...,.. .,. .r.,..,._�,..... �'iier n 1�w jw.r.:�.r�,..,. n. DRAZORNCOO NlY.Toes aw:I - ... ,..•9.W +... .. �i�...y�..��14N Y.M"" r• i ' 14.1 . uN4 c.31 :•t. • . {M - o. w Iw 4r1•.!" :'i••'',•i'ia;iw•'N�b�r•Ve4 44.:,rr.i.I: Z:11 ,. �,�t....----z_____ w+nF.r,. ..=.•r•..r-.-- r raa n•MrlYSu.1! ,...la.•-e.r..r arras� .13—....-rt.�c,Cta�YiC�rr1 : , ••.{R• ........ ........ " ,r 44r=", .mow.':'""`•.r .,..w1J. .... t_K'L,"C�.•• -.. .�'_...••...,.--.._. 'j- _-06124{5 ::,0,.•?av'.•?F.47 `n•t�ns .r' .1•:...1:11=,... ,•' .r .,._ _rama T ' - «mss ,r......".. we i / ,.J ,iiia, r,...�«"r r- i {1522 1 I, Doc# 201 1002936 I Pages 6 01/28/2811 1:444 Official Public Records of BRAZORIA COUNTY JOYCE ROM DUTY CLERK tees $36.00 APPENDIX "A" TO EXHIBIT"B" R-1 SINGLE FAMILY DWELLING DISTRICT Purpose of District The R-1 Dwelling District provides for large lot, single family detached dwellings. This district is the most restrictive of all residential districts requiring large lots and encourages a grouping of dwelling units to achieve larger open space areas and community recreational uses. This district shall comply with the provisions of the City of Pearland Land Use and Urban Development Ordinance dated June 26, 2000("Zoning Ordinance")applicable to the R-1 PUD district,and amendments thereto.All references in this Appendix A to the Zoning Ordinance shall specifically exclude the zoning criteria established in the City's Unified Development Code. R-2 SINGLE FAMILY DWELLING DISTRICT Purpose of District The R-2 Dwelling District is intended to permit the low density residential development of detached, single family dwelling units, and encourages a grouping of dwelling units to achieve larger open space areas and community recreational uses. This district shall comply with the provisions of the Zoning Ordinance applicable to the R-2 PUD District,and amendments thereto. . R-3 SINGLE FAMILY DWELLING DISTRICT Purpose of District The R-3 Dwelling District provides for medium density lot, single family detached dwelling units, an appropriate grouping of dwelling units to achieve larger open space areas and community recreational uses. General Conditions 1. Area Requirements In all areas where patio homes are developed, common recreation areas shall exist as greenbelts, trails, parks, recreation areas, any other passive and active open space amenities provided throughout the Project. Based on the Development's provision of 2,000 square feet of parks, recreation areas and open space per unit,no specific requirements shall apply to common recreation areas for this residential district. 2. Yard Requirements(Setbacks) There shall be one side yard of at least five(5)feet,with an aggregate side yard of at least ten(10) feet. Every part of a required side yard shall be open and unobstructed. Accessory buildings must meet all setback requirements. The ordinary projections of window sills,belt courses,cornices and other architectural features projecting not to exceed twelve (12)inches into the required side yard, and roof eaves projecting not to exceed eighteen(18)inches into the required side yard,except that no projections shall be permitted closer than twelve(12)inches to a common property line. All other requirements of this district shall comply with the provisions of the Zoning Ordinance applicable to the R-3 PUD district,and amendments thereto. R-4 SINGLE FAMILY DWELLING DISTRICT B-1 Purpose of District The R-4 Dwelling district provides for maximum density single family dwelling units and appropriate open space. The R-4 dwelling district shall be located to provide a buffer between low-density single family residences and less restrictive residences and business related districts. General Conditions 1. Area Requirements In all areas where patio homes or townhomes are developed,common recreation areas shall exist as greenbelts, trails, parks, recreation areas, and other passive and active open space amenities provided throughout the Project. Based on the Development's provision of 2,000 square feet of parks, recreation areas and open space per unit, no specific requirements shall apply to common recreation areas for this residential district. 2. Yard Requirements(Setbacks) Every lot within this district shall have front yards of at least twenty(20)feet and rear yards of at least ten(10)feet. There shall be required building separations of a minimum often(10)feet. This shall allow for zero lot line on one side. Townhomes are not required to meet setback requirements if they are attached. All other requirements of this district shall comply with the provisions of the Zoning Ordinance applicable to the R-4 PUD district,and amendments thereto. GB General Business District Purpose of District The General Business district is intended to permit an extensive variety of commercial uses including retail trade, personal and business service establishments, offices and commercial recreational uses of limited scope. This district shall comply with the provisions of the Zoning Ordinance applicable to the GB PUD District,and amendments thereto. M-1 LIGHT INDUSTRIAL Purpose of District The light industrial district is intended to permit community utility and related services, specifically radio,television or communication tower site,sewage treatment plant site,water wells,water treatment plant, pumping station or storage. This district shall comply with the provisions of the Zoning Ordinance,applicable to the M-1 PUD district,and amendments thereto. B-2 Exhibit C Consent Conditions (a) The District may issue bonds,including refunding bonds,including but not limited to,purchasing,refinancing, designing and constructing, or otherwise acquiring waterworks systems, sanitary sewer systems, storm sewer systems, fire/ems and drainage facilities, or parts of such systems or facilities, and to make any and all necessary purchases, constructions, improvements, extensions, additions, and repairs thereto, and to purchase or acquire all necessary land, right-of- way,easements, sites,equipment,buildings,plants, structures,and facilities therefor, and to operate and maintain same, and to sell water, sanitary sewer, and other services within or without the boundaries of the District. Such bonds must provide that the District reserves the right to redeem said bonds on any date subsequent to the tenth (10th) anniversary of the date of issuance (or any earlier date at the discretion of the District) without premium, and none of such bonds, other than refunding bonds,will be sold for less than 95% of par; provided that the net effective interest rate on bonds so sold,taking into account any discount or premium as well as the interest rate borne by such bonds,will not exceed two percent(2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one-month period next preceding the date of the sale of such bonds. The resolution authorizing the issuance of the District's bonds will contain a provision that the pledge of any revenues from the operation of the District's water and sewer and/or drainage system to the payment of the District's bonds will terminate when and if the City annexes the District,takes over the assets of the District,and assumes all of the obligations of the District. (b) Before the commencement of any construction within the District, its directors, officers, or developers and landowners will submit to the City, or to its designated representative, all plans and specifications for the construction of fire/ems, water, sanitary sewer and drainage facilities to serve the District and obtain the approval of such plans and specifications therefrom. All water wells,water meters,flushing valves,valves,pipes,and appurtenances thereto,installed or used within the District,will conform to the specifications of the City. All water service lines and sewer service lines,lift stations,and appurtenances thereto,installed or used within the District will comply with the City's standard plans and specifications as amended from time to time. Prior to the construction of such facilities within or by the District,the District or its engineer will give written notice by registered or certified mail to the City, stating the date that such construction will be commenced. The construction of the District's water,sanitary sewer,and drainage facilities will be in accordance with the approved plans and specifications and with applicable standards and specifications of the City; and during the progress of the construction and installation of such facilities,the City may make periodic on-the-ground inspections. • (c) Prior to the sale of any lot or parcel of land,the owner or the developer of the land included within the limits of the District will obtain the approval of the Planning and Zoning Commission of the City of a plat which will be duly recorded in the Official Records of Brazoria County,Texas,and otherwise comply.with the rules and regulations of the Engineering Department and the Department of Public Works of the City of Pearland. I 267262v2 Page 1 of 1 RESOLUTION NO. R2002-101 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO ENTER INTO A STRATEGIC PARTNERSHIP AGREEMENT WITH BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain Strategic Partnership Agreement by and between the City of Pearland and Brazoria County Municipal Utility District No. 21, a copy of which is attached hereto as Exhibit "A" and made a part hereof for all purposes, is hereby authorized and approved. Section 2. That the City Manager or his designee is hereby authorized to execute and the City Secretary to attest a Strategic Partnership Agreement with Brazoria County Municipal Utility District No. 21. PASSED,APPROVED and ADOPTED this the 24 day of June , A.D., 2002. TOM REID MAYOR ATTEST: 4 `. /If1:‘.4.4ir •UNG LN SE/'�� ETARY APPROVED AS TO FORM: (-- a/vi."---- i? • Cak--, DARRIN M. COKER CITY ATTORNEY _ � 1 Exhibit "A" 82002-101 STRATEGIC PARTNERSHIP AGREEMENT THE STATE OF TEXAS § COUNTY OF BRAZORIA § This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement") is made and entered into, effective as of Jul y 1 , 2002, by and between the CITY OF PEARLAND, TEXAS, a municipal corporation and home-rule city of the State of Texas (the "City"), and BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21, a conservation and reclamation district created pursuant to Article XIV, Section 59, Texas Constitution and operating pursuant to Chapters 49 and 54, Texas Water Code(the"District"). RECITALS 1. The District was created with the consent of the City for the purpose of providing water, sewer and drainage facilities to the land within its boundaries. The District is located within the extraterritorial jurisdiction("ETT')of the City,but is not within its corporate limits- The District is part of a master planned community of approximately 922 acres(the"Development"). 2. The City has historically annexed land into its corporate limits before development of such land has proceeded. However, the City determined that, because the District is located a substantial distance from current development within the City, its development can best proceed pursuant to a development agreement with the developer of land within the Development (the "Developer") and a strategic partnership agreement with the municipal utility districts within the Development. 3. To provide certainty and order with regard to the conduct of the Development and the roles of the City,the District and the Developer,the City and the Developer entered into that certain Development Agreement, dated October 23, 2000(the"Development Agreement") to provide for certain terms in connection with the Development. In addition, the provisions of Tex. Local Gov't Code, §43.0751 (Vernon Supp. 2000)(the"Act")state that the City and the District may enter into a strategic partnership agreement that provides for the terms and conditions under which services will be provided and funded by the City and the District and under which the District will continue to exist for an extended period after annexation of the land within the District by the City. 4. The City and the District,after the provision of required notices,held public hearings in compliance with the Act. Based upon public input received at such hearings, the City and the District wish to enter into a strategic partnership agreement to provide the terms and conditions under which services will be provided by the City and the District and under which the District will continue to exist for an extended period of time after the District is annexed for general purposes. NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the City and the District agree as follows: 850297_1.DOC Article 1 DEFINITIONS 1.01. Definitions. The terms"Act," "City," "Developer," "Development," "Development Agreement,""District," and"ETT'shall have the meanings provided for them in the Recitals, above. Except as may be otherwise defined, or the context clearly requires otherwise, capitalized terms and phrases used in this Agreement shall have the meanings as follows: City Consent means the ordinance of the City consenting to the creation of the District, and the terms and conditions to such consent described therein. City Regulations means the City's Building Code and related regulations, the City Subdivision Code, the City's infrastructure design criteria, the City's Land Use and Urban Design Code, and the City's Flood Plain Ordinance. Districts means the District and the Participating District. Effective Date and similar references means the date first written above. Fee means the monthly fee assessed against residential property defined in Section 5.02, below. Interim SIP means the interim rental package wastewater plant described in Section 6.02, below. Maximum Capacity means 750,000 gallons per day, average daily flow. Participating District means the second municipal utility district established within the Development. Party or Parties means a party or the parties to this Agreement, being the City and the District. Permanent SIP is defined in Section 6.02, below. Person means any individual, partnership, association, firm, trust, estate, public or private corporation, or any other entity whatsoever. TNRCC means the Texas Natural Resource Conservation Commission and its successors. 1.02. Findings and conclusions. The City and the District hereby find and declare: a. The Act authorizes the City and the District to enter into this Agreement to define the terms and conditions under which services to the District will be provided and funded by the Parties and to define the terms and conditions under which the District will be annexed by the City at a future date as agreed hereunder as an alternative to annexation without the consent of the District. 850297_1.DOC 2 • b. In compliance with Subsection (p) of the Act, this Agreement (i) does not require the District to provide revenue to the City solely for the purpose of an agreement with the City to forgo annexation of the District, and (ii) provides benefits to each party, including revenue, services, and regulatory benefits which are reasonable and equitable with regard to the benefits provided to the other Party. c. All the terms and conditions contained in this Agreement are lawful and appropriate to provide for the provision of municipal services and annexation. d. The District is not obligated to make payments to the City for services except as otherwise provided herein. e. This Agreement has been duly adopted by the City and the District after conducting two public hearings at which members of the public who wanted to present testimony or evidence regarding the Agreement were given the opportunity to do so. Notice of each hearing was published in the format required by Tex.Local Gov't Code, §43.123(b) and was published at least once on or after the 20th day before each public hearing. Article 3 ANNEXATION OF'II E DISTRICT 3.01. Conditions to annexation. The Parties agree that the District and its residents should be allowed to develop and function with certainty regarding the conditions under which annexation will be authorized for the City. As a result,the City and the District agree that,without regard to the City's right and power under existing or subsequently enacted law, the City will not annex the District until the following conditions have been met, and shall thereafter be authorized, but not required, to annex the District for any purpose: a. All of the District's water,wastewater treatment, and drainage facilities have been constructed; and b. The Developer, or the Developer's successors or assigns,has been reimbursed by the District to the maximum extent permitted by the rules of the TNRCC or the City assumes any obligation for such reimbursement of the District under such rules. 3.02. Annexation procedures. Because the District is, pursuant to this Agreement, an area that is the subject of a strategic partnership agreement,the City is not required to include the District in its Annexation Plan pursuant to Tex.Local Gov't Code, §43.052, et seq. (Vernon Supp. 2000). Except as provided in this Agreement, the City hereby waives any right to annex the District for full or limited purposes under any and all existing or future laws including under Section 17 of Senate Bill 89, published as Act of May 30, 1999, 76th Leg., R.S., ch. 1169, § 17, 1999 Tex. Gen. Laws 4074, 4090. Upon the annexation of territory within the District by the City pursuant to the provisions of this Agreement, such territory shall no longer be subject to the terms and provisions of this Agreement but shall instead be governed by the rules, regulations, codes, and ordinances then and thereafter effective within the City. Annexation shall otherwise be in accordance with existing law. 850297_1.DOC 3 3.03. Operations prior to annexation. Prior to annexation, except as may be specifically provided in this Agreement or in the City Consent, the District is authorized to exercise all powers and functions of a municipal utility district provided by law, including, without limiting the foregoing, the power to incur additional debts, liabilities, or obligations, to construct additional utility facilities, or to contract with others for the provision and operation thereof, or sell or otherwise transfer property without prior approval of the City, and the exercise of such powers is hereby approved by the City; provided that the authority granted hereby shall be limited to actions in compliance with the City Consent. 3.04. Continuation of the District following annexation. Upon annexation of the District under the provisions of Section 3.01,above,the District will continue to exist for an extended period to allow for the completion of District operations and the integration of the District's system into the City's system, following which period the City shall act to abolish the District in accordance with applicable law; provided that, if the City has not abolished the District within 90 days after annexation,the District shall be automatically abolished on the 91st day. At such time, the City will assume all rights, assets, liabilities and obligations of the District (including all obligations to reimburse the developers within the District)and the District will not be continued or converted for limited purposes. Upon annexation,fees and charges imposed on residents of the former District for services provided by the City shall be equal to those fees and charges imposed on all other residents of the City. 3.05. Attempted incorporation. Notwithstanding any provision herein to the contrary, in the event that an election is called pursuant to applicable law in connection with a bona fide petition for incorporation of a municipality that includes a substantial portion of the District,the City shall be entitled to annex that portion the District attempting to incorporate. Article 4 ALLOCATION OF MUNICIPAL SERVICES WITHIN'ILLDISTRICT 4.01. City Fire/EMS services. The District will formulate,with the assistance and advice of the City, and in conjunction with the Participating District, a"fire plan,"as such term is used in Tex. Water Code, §49.351, consistent with the terms of this Section. The City may,but is not required to, provide all required fire and emergency medical services within the District. Such services will be provided as warranted by the then-current status of development within the District, on the same basis and using the same criteria as are used for the determination of the provision of such services within the City. The District will use its reasonable efforts to receive the required authorization and to thereafter contract with the City (in a form mutually agreeable and consistent with other such contracts entered into by the City relating to fire/EMS services outside the City) for the City to provide fire/EMS protection services to the District. Payment to the City with regard to services provided under this Section shall be described in the fire plan, and shall be based upon the actual costs to the City, including reasonable overhead, in providing such services. The Developer has agreed in the Development Agreement to provide a site for a fire station within the Development, and the City agrees to make use of such site in conjunction with the provision of fire/EMS service described herein. 4.02. Police protection. The District may provide for the provision of enhanced police protection services within the District by either contracting with the City or with a third party 850297_1.DOC 4 provider of such services. If provided by the City, such services will be provided as warranted by the then-current status of development within the District, on the same basis and using the same criteria as are used for the determination of the provision of such services within the City. Payment to the City with regard to any police protection provided under this Section shall be based upon the actual costs of the City, including reasonable overhead, in providing such services. 4.03. Solid waste services. The District will provide solid waste collection services to the residential users within the District,using the same contractor used by the City. The District may,at its option, either (i) enter into a separate contract with such contractor to provide solid waste collection services to its residents, or(ii)request the City to extend its existing collection contract to cover the District. If the District elects the first option, it shall pay the contractor directly; if the District elects the second option, it shall pay the City for the costs attributable to the contract extension. 4.04. City inspection and regulation services. As a part of the municipal services to be provided within the District by the City,the City shall be authorized to enforce the City Regulations within the District, including the requirements included in such regulations relating to inspection of residential and commercial property and construction. The City reserves the right to charge a differential inspection fee for inspections conducted outside the City limits,but such fee shall not be more than 110 percent of the in-City inspection fee. To assist the District in enforcing the City Regulations, the District shall include in its Rate Order or other applicable water and sewer regulations a provision requiring that applicants for new District sewer taps affirm their compliance with the City Regulations, and that continued water and sewer services from the District shall be contingent upon the continued compliance of the affected property by the City Regulations; provided that, the District shall not be responsible for detecting or enforcing violations of the City Regulations except as provided in this Section. The District shall not transfer any new water or sewer service from a builder to the initial occupant of any structure requiring a certificate of occupancy without first obtaining from the applicant a certificate of occupancy issued by the City with respect to the structure. 4.05. Infrastructure inspection fees. The District shall be responsible for the payment of the City's infrastructure construction inspection fees that are applicable to District facilities. The City intends to rely upon the District's inspection reports with periodic inspection by City inspectors,but the City reserves the right to provide for full-time inspection by City personnel or by contract inspection services. 4.06. Expenses to be reasonably incurred. The City shall not incur capital or operating expenses in connection with this Article for which it intends to be reimbursed that cannot be repaid by a Fee that can be reasonably paid by a residential property owner, taking into consideration all other District fees, including property taxes and utility fees. Article 5 COSTS AND ASSESSMENTS 5.01. Determination of costs of municipal services. The City shall determine its actual costs of providing municipal services described in Article 4 using generally accepted municipal auditing procedures, and shall provide such cost to the District annually, at least 60 days prior to the 850297_1.DOC 5 __...-- .y__:..ns,-_r_a,.,.:....-,x�r_swa..,.:.:,.xr. .,z. v......:wn.�...,_,�....,....,::.d.................<...._..,._ ...._.-....... _.._.,..u.__._,. .� _ _ beginning of the District's fiscal year. The costs of each City service shall be separately accounted for and, to the extent the City receives fees or other revenues in connection therewith (e.g., inspection or permit fees), such revenues shall be described and used to offset the City's costs. The District agrees to pay the reasonable expenses incurred by the City in computing the cost of municipal services, including reasonable consultants' fees. 5.02. Fee derived from residential property. In accordance with the Act, the District shall impose a fee on residential property within the District to be used to pay the City a fee in lieu of full- purpose annexation. The fee shall be equal to the costs of providing municipal services within the District as computed in accordance with Section 5.01, above, divided by the number of residential properties within the District. Fees with respect to multi-family properties, if any, shall be allocated based upon the number of dwelling units within each property. Costs associated with the District's fire/EMS plan described in Section 4.01,above,and solid waste collection described in Section 4.03, above, reflect services that the District would otherwise provide for itself without respect to this Agreement, and are therefore not considered to be fees in lieu of full-purpose annexation as such term is used in the Act. The District will convert the fee derived under this Section into a monthly fee, payable by the owners of residential property within the District(the"Fee"), and enforceable in the same manner as other District fees and expenses. The District will be responsible for payment to the City, regardless of the District's ability to collect the full assessment. 5.03. Fee in lieu of full-purpose annexation_ Each calendar quarter, the District shall pay the Fee collected pursuant to Section 5.02, above, to the City in lieu of full-purpose annexation. Article 6 WATER,WASTEWATER AND DRAINAGE SERVICES 6.01. Generally. The District, in conjunction with the Participating District, will initially provide all water, sewer and drainage services for the Development in the same manner as such services are provided by other ETJ districts; provided that the Districts will participate in regional facilities as provided in this Article. 6.02 Wastewater facilities. The Districts will provide wastewater treatment for the Development by owning or leasing interim package wastewater treatment plants or capacity ("Interim STP"). The Interim STP shall not exceed the Maximum Capacity. At the time the Interim STP average daily flow reaches 75 percent of the Maximum Capacity, the District and the Participating District will begin design of a permanent wastewater treatment plant(the"Permanent STP")to serve the Development,and will commence construction when the flow reaches 90 percent of the Maximum Capacity. The Parties agree that the City may financially participate in such Permanent STP to the extent that it desires capacity therein for its purposes outside the Districts. Should the average daily flow in the Interim STP not exceed 90 percent of the Maximum Capacity within two years of completion of residential construction within the Development, the Districts agree to commence construction on the Permanent STP prior to lowering the tax rate below$1.00 per $100.00 of taxable valuation. The District will consult with the City regarding the conceptual and final design of wastewater treatment facilities, and the City may provide comments thereto, which comments the District will use its best efforts to incorporate consistent with good engineering practices and applicable regulations. The City reserves the right for the City, or its designee, to construct the initial or subsequent phases of the Permanent STP at any time to serve properties 850297_1.DOC 6 outside the Districts. The District will not be required to participate in any such City-required expansion without its agreement,but will remain financially responsible for its pro-rata share of the Permanent STP prior to such expansion. 6.03 Water facilities. The Districts will provide for such interim water capacity as they determine is necessary, in accordance with applicable TNRCC regulations, and consistent with the timing of the needs of the Development, including without limitation the design and construction of the water distribution system to facilitate the interconnection to the City's permanent water supply and to Fort Bend Fresh Water Supply District No. 1. The distribution water mains within the Development are anticipated to be a 16-inch water main along County Road 58 and a 12-inch water main north to future County Road 101. At such time as the City determines that it is necessary to connect the Districts to the City water distribution system, the Districts will participate in funding the construction of a City water main(currently anticipated to be a 16-inch water main east along County Road 58, then continuing as a 12-inch water main north along County Road 48 to County Road 59). The District's financial participation in the water main shall be based upon its pro rata share of the water main's capacity required to serve it, taking into account any then-existing permanent water supply constructed by or on behalf of the District. The water plant site will be configured to include a minimum 500,000 gallon elevated tank; however, the District will not be responsible for funding or constructing the elevated tank. 6.04. Other considerations. Except as provided herein, the District shall be subject to the regulation and approval of the City in the same manner as provided for a district located in the City's ETU generally. Article 7 SALES TAX PROVISIONS 7.01. Imposition of sales tax. The City is hereby authorized to impose its sales and use taxes within the boundaries of the District,without annexation by the City, subject to the provisions and procedures described in this Article. 7.02. Eligibility. This Article shall become effective upon the receipt of notice by the District from the City that, as a result of any Federal Census, the City is an eligible municipality under Subsection (n) of the Act. The City shall have one year from the date of the official publication of the Federal Census to provide such notice. Because the most recent estimated Federal Census figures for Brazoria and Harris Counties greatly exceed the following population figures,it is anticipated that, after completion of the 2000 Federal Census, Brazoria County will be shown to have a population exceeding 200,000, and that Harris County will be shown to have a population exceeding 2.8 million, and that the City will be eligible to invoke this Article at such time. 7.03. Hearings. Upon receipt of the notice described in Section 7.02, above, the District will cooperate with the City to schedule two public hearings regarding the imposition of the City's sales and use taxes in the District,following the same notification process as provided in Subsection (d) of the Act. 7.04. Sales tax agreement. Following the hearings, the City may direct the District to approve and execute the Sales and Use Tax Agreement attached hereto as Exhibit A. The District 850297 1.DOC 7 agrees that, upon receipt of such direction, it will execute the Sales and Use Tax Agreement within 60 days thereafter. 7.05. Cooperation. The Parties will cooperate to provide such documentation as the City may reasonably require to satisfy the requirements of the State Comptroller in connection with the collection of sales and use taxes within the District. Article 8 DEFAULT,NOTICE AND REMEDIES 8.01. Default, notice. A breach of any material provision of this Agreement after notice and an opportunity to cure, shall constitute a default. The non-breaching defaulting Party shall notify the breaching Party of an alleged breach, which notice shall specify the alleged breach with reasonable particularity. If the breaching Party fails to cure the breach within a reasonable time not sooner than 30 days after receipt of such notice(or such longer period of time as the non-breaching Party may specify in such notice), the non-breaching Party may declare a default hereunder and exercise the remedies provided in this Agreement in the event of default. 8.02. Remedies. In the event of a default hereunder, the remedies of the non-defaulting Party shall be limited to either or both of the following: a. Monetary damages for actual losses incurred by the non-defaulting Party if such recovery of monetary damages would otherwise be available under existing law and the defaulting Party is not otherwise immune from paying such damages; and b. Injunctive relief specifying the actions to be taken by the defaulting Party to cure the default or otherwise comply with its obligations hereunder. Injunctive relief shall be directed solely to the default and shall not address or include any activity or actions not directly related to the default. Article 9 MISCELLANEOUS 9.01. Beneficiaries. This Agreement shall bind and inure to the benefit of the Parties,their successors and assigns. This Agreement shall be recorded with the County Clerk in Official Records of each county in which the District is located,and shall bind and benefit each owner and each future owner of land included within the District's boundaries in accordance with Tex Local Gov't Code, §43.0751(c). In the event of a dissolution of the District by the City, the Developer shall be considered a third-party beneficiary of this Agreement. 9.02 Term. This Agreement shall commence and bind the Parties on the Effective Date and continue for 50 years thereafter,unless terminated on an earlier date pursuant to other provisions or by express written agreement executed by the City and the District. Upon the expiration of 50 years from its Effective Date, this Agreement may be extended, at the District's request, with City approval, for successive one-year periods until all land within the District has been annexed by the City. 850297_1.DOC 8 9.03. Notice. Any notices or other communications (a"Notice")required to be given by one Party to another by this Agreement shall be given in writing addressed to the Party to be notified at the address set forth below for such Party, (i)by delivering the same in person(ii)by depositing the same in the United States Mail,certified or registered,return receipt requested, postage prepaid, addressed to the Party to be notified, or(iii)by depositing the same with Federal Express or another nationally recognized courier service guaranteeing"next day delivery," addressed to the Party to be notified, or(iv)by sending the same by telefax with confirming copy sent by mail. Notice deposited in the United States mail in the manner hereinabove described shall be deemed effective from and after the date of such deposit. Notice given in any other manner shall be effective only if and when received by the Party to be notified. For the purposes of notice, the addresses of the Parties, until changed as provided below, shall be as follows: City: City of Pearland 3519 Liberty Drive Pearland, Texas 77581 Attn: City Manager District: Brazoria County Municipal Utility District No. 21 do Vinson&Elkins L.L.P. 2300 First City Tower 1001 Fannin Houston, Texas 77002 Attn: James A Boone The Parties shall have the right from time to time to change their respective addresses, and each shall have the right to specify as its address any other address within the United States of America by giving at least five days written notice to the other Parties. If any date or any period provided in this Agreement ends on a Saturday, Sunday, or legal holiday, the applicable period for calculating the notice shall be extended to the first business day following such Saturday, Sunday or legal holiday. 9.04. Time. Time is of the essence in all things pertaining to the performance of this Agreement. 9.05. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable then, and in that event, it is the intention of the Parties hereto that the remainder of this Agreement shall not be affected. 9.06. Waiver. Any failure by a Party hereto to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof or of any other provision hereof, and such Party shall have the right at any time thereafter to insist upon strict performance of any and all of the provisions of this Agreement. 9.07. Applicable law and venue. The construction and validity of this Agreement shall be governed by the laws of the State of Texas without regard to conflicts of law principles. Venue shall be in Brazoria County, Texas. 850297 1.DOC 9 • 9.08. Reservation of rights. To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable laws. 9.09. 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 carry out the terms of this Agreement. 9.10. Incorporation of exhibits and other documents by reference. All Exhibits and other documents attached to or referred to in this Agreement are incorporated herein by reference for the purposes set forth in this Agreement. 9.11. Effect of State and Federal laws. Notwithstanding any other provision of this Agreement, the District shall comply with all applicable statutes or regulations of the United States and the State of Texas, as well as any City ordinances or rules implementing such statutes or regulations, and such City ordinances or rules shall not be deemed a breach or default under this Agreement. 9.12. Authority for execution. The City hereby certifies, represents,and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the City Charter and City ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted by the Board of Directors of the District. SIGNATURE PAGES FOLLOW 850297_1.DOC 10 IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective as of the date first written above. '----) CITY OF PEARLAND, 1'EXA By: C:=: 442i Mayor AT LEST: / fr!_/// !/ i/,r.moi+ ity S ec .AP" / THE STALE OF TEXAS § COUNTY OF BRAZORIA § This instrument was acknowledged before me on 1---k i , 2002, by 10 rr\c , as Mayor of Pearland, Texas, a home-rule municipaffty, on behalf of said municipality. `-1 g . sC cp.7.,v. ��w . .,� Notary, State of Texas ,,,SY Pv i A WELSH S 1 .y. ' RL�I9 of Texas w_P My Comlmmlleelcn Ezplree: , t -4._00 f�VI20/2005 .p 850297 1.DOC 1 1 -^r_r_:_ R�..�:1-�.,::w_.o-_1..,..vW.c..^ ...,wan,:.a:...e;_r ,. .✓.^..u,�auF... �S.,.a......_._.�.�,.......,._.a_.._ _ ... .a... ___. BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21 _ By: All 141111111- President : • d o 111 ire• w AT TEST: ,,.,,,. R', ... ....,. ,,,# .„\c,f'A s O""•,, ,,,z,,,,,--_,. ".. By: g � 4 �yy"- �J./ Secretary a o�; . I -. ��:=7,,,,f_ �1I „ , .uua ..a�aJ THE STATE OF TEXAS § COUNTY OF BRAZORIA § This instrument w, acknowledged before me on C /C. , 2002, by a.�,�, ' , as ��u'+•.2 � of Brazoria Municipal Utility District No. 21, a politica subdir sion of the State of Texas, on behalf of said political subdivision. `L / 4- - - nom`^ ` x : Zt , State of Texas r C,syP`9 LINDA SOTIRAKE (NOTARY SE"T. )o -i� " Notary Public.State of Texas a N,, 4 My Commission Expires . v7For' AUGUST 31, 2304 850297_1.DOC 12 Exhibit A to Strategic Partnership Agreement SALES AND USE TAX AGREEMENT 'THE STATE OF TEXAS § COUNTY OF BRAZORIA § This SALES AND USE TAX AGREEMENT(this"Agreement")is made and entered into effective as of ,2002,by and between the CITY OF PEARLAND,TEXAS,a municipal corporation and home-rule city of the State of Texas (the "City"), and BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21, a conservation and reclamation district created pursuant to Article XIV, Section 59,Texas Constitution and operating pursuant to Chapters 49 and 54, Texas Water Code(the"District"). RECI'T'ALS 1. The City and the District have preciously entered into that certain Strategic Partnership Agreement, dated as of ,2002(the"Strategic Partnership Agreement"), providing for, inter alia, the imposition of the City's sales and use taxes within the District, contingent upon the City being an eligible municipality in accordance with the terms of Subsection (n) of the Act. 2. The 2000 Federal Census has determined that Brazoria County has a population in excess of 200,000, and that Harris County has a population in excess of 2.8 million. As a result,the City has found that it is a municipality in a county with a population of more than 200,000, bordering on the Gulf of Mexico, and adjacent to a county with a population of more than 2.8 million, and is therefore an eligible municipality under Subsection (n) of the Act. 3. The City provided notice to the District, and together they held two public hearings in accordance with Article 7 of the Strategic Partnership Agreement. NOW, 'THEREFORE, the City and the District hereby agree as follows: Section 1. Capitalized terms used herein shall have the same meanings as provided in the Strategic Partnership Agreement, unless otherwise defined herein. Section 2. Effective upon the date first written above, the City is hereby authorized to impose, levy and collect its Sales and Use Taxes within the District. Section 3. The parties agree to take all reasonably necessary steps to give effect to the terms of this Agreement. IN WITNESS WHEREOF,the undersigned Parties have executed this Agreement effective as of the date first written above. 550297 1.Doc A-1 CITY OF PEARLAND, TEXAS By: Mayor ATTEST: City Secretary BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21 By: President,Board of Directors ATTEST: By: Secretary 850297_1.DOC A-2 FIRE PROTECTION/EMS AGREEMENT This Fire Protection Agreement (the "Agreement") is entered into this 19th day of , 2002, by and between the City of Pearland, Texas (the "City"), a home-rule city; Pearland Volunteer Fire Department ("PVFD"), a Texas nonprofit corporation; Brazoria County Municipal Utility District No. 21 ("MUD 21"), a conservation and reclamation district created and operating pursuant to Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54, Texas Water Code; and Brazoria County Municipal Utility District No. 22 ("MUD 22"), a conservation and reclamation district created and operating pursuant to Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54, Texas Water Code (both MUD 21 and MUD 22 referred to herein collectively as the"Districts"). RECITALS WHEREAS, the Districts are located within the extraterritorial jurisdiction ("ETJ") of the City; WHEREAS, the City and PVFD are willing to provide Fire Protection Services (defined below) within the Districts; and WHEREAS, the Boards of Directors of the Districts believe that it is in the best interest of their residents to enter into this Agreement pursuant to Section 49.351 of the Texas Water Code;NOW, THEREFORE: AGREEMENT The Parties hereby covenant and agree as follows: Section 1. Purpose. The purpose of this Agreement is to contract with PVFD and the City to provide Fire Protection Services to the Districts in return for payment of monthly fire protection fees, in accordance with this Agreement. Section 2. Definitions . Capitalized terms shall have the meanings provided for them in the heading and preamble to this Agreement, or as provided below, unless otherwise defined or the context clearly requires otherwise. "Effective Date"is defined in Section 3. "Fire Protection/EMS Services" means all fire suppression, rescue, and emergency medical including services regularly provided by the City and/or PVFD to persons and property located within its corporate limits on the Effective Date, including fire inspections of buildings and properties, fire code enforcement services,and arson investigations. "Parties"means the City, PVFD, and the Districts. "TNRCC"means the Texas Natural Resource Conservation Commission. 9311713.DOC Section 3. Effective Date. (a) The parties recognize that before this Agreement becomes effective, the Districts must develop a fire plan in accordance with Section 49.351, Texas Water Code and the rules of the TNRCC, submit the plan to the TNRCC for its approval, call an election, and obtain TNRCC and voter approval of the plan and this Agreement. The Districts will use their best efforts to develop and obtain voter approval of a fire plan and any necessary bond issue in accordance with the terms of this Agreement. (b) This Agreement will be in full force and effect with respect to each District upon the first day of the month following the adoption of an order of the applicable District declaring the results of the election. Section 4. Fire Protection/EMS Services. (a) PVFD provides personnel that engage in fire suppression and rescue operations for the Pearland area. The City owns pumper trucks, a tanker truck, rescue trucks, and other necessary equipment for the operation of its fire stations, trucks and fire department. The City provides emergency medical services in addition to and in conjunction with PVFD's services. (b) The Parties acknowledge that in conducting fire suppression services for the Districts, PVFD will designate reasonable criteria, as applicable throughout its service area, for the location, access and use of fire hydrants, connections, and water supply and distribution systems ("water distribution system") available in the Districts, but the City and PVFD shall not be responsible for providing for, constructing, inspecting, maintaining, or repairing any part of the water distribution system in the Districts and the City and PVFD shall not be liable to the Districts or any District occupants or resident for any deficiency or malfunction of the water distribution system located in the Districts. (c) During the term of this Agreement, PVFD and the City will provide to the Districts Fire Protection/EMS Services to persons, buildings, and property located within the Districts, including all land within the City's ETJ added to the Districts with the consent of the City after the Effective Date. PVFD and the City will provide Fire Protection/EMS Services to the Districts in the same manner and with the same standard of care as it would to those residences and structures in the City limits, including any new facilities that may be built or put into operation at the time of this Agreement or thereafter. (d) The parties acknowledge that PVFD and the City must also respond to requests for Fire Protection/EMS Services in the corporate limits of the City and that the City and PVFD have contracts to provide Fire Protection/EMS Services to other entities. In providing Fire Protection/EMS Services to the Districts, PVFD and the City will follow their adopted standard operating procedures, subject to the right and discretion, without being in breach of this Agreement and without liability to the Districts or its occupants or residents,to determine: (1) whether Fire Protection/EMS Services are needed in a particular case; (2) whether and when personnel or equipment are available to respond to a request for Fire Protection/EMS Services; (3) the order in which to respond to requests for Fire Protection/EMS Services; and 9311713.DOC -2- (4) the time in which to respond to a request for Fire Protection/EMS Services. Without prejudice to their rights to enforce the terms of this Agreement, the Districts hereby release and hold harmless PVFD and the City for personal injury or property damages otherwise payable to the Districts in the performance of the Fire Protection/EMS Service. (e) The Districts assume no responsibility for the reliability, promptness, or response time of PVFD and the City. The Districts' sole obligation for provision of Fire Protection/EMS Services to its residents is to make monthly payments as described below. (f) PVFD may contract with other providers of Fire Protection/EMS Services in the vicinity of the Districts (such as Manvel, Texas) to provide such services within the Districts prior to the ability of PVFD and the City to do so conveniently, and such contractor may be assigned all or a portion of the payments of the Districts hereunder, and make use of the fire station described in Section 6(e), to such extent and for such time as may be agreed among the Parties. Section 5. Employees/personnel. PVFD and the City shall provide employees/personnel who meet minimum state qualifications to perform the Fire Protection/EMS Services required by this Agreement. The Districts assume no responsibility for the actions of PVFD's and the City's employees/personnel in performing their fire protection duties. The Districts will make no recommendations and are in no way responsible for the selection, sufficiency or qualifications of PVFD and City employees/personnel. Section 6. Payment for Fire Protection/EMS Services and Facilities. (a) Monthly Payments. In consideration of the Fire Protection/EMS Services, the District agrees to make monthly payments to the City as provided below. The City shall apportion such payments among themselves, and the Districts shall not have any direct payment responsibility to PVFD for Fire Protection/EMS Services. (1) Residential Properties. The Districts shall pay to the City a monthly charge for each residential unit in the District that is connected to and receiving service from the Districts' water supply systems, as determined each calendar quarter following the Effective Date. A residential unit shall mean any building or part of a building designed for permanent occupancy by one family. (A detached single-family residential unit is one residential unit; a duplex is two residential units; and each living unit in an apartment complex is one residential unit.) (2) Nonresidential Properties. The District will also pay the City a monthly charge for each 2,000 square feet or part thereof of building floor area for every "improved nonresidential property" located in the District that is connected to and receiving service from the District's water supply system on or before the twentieth day of the immediately preceding month. "Improved nonresidential property" means any improved real property, on which there is located a building or structure that is not residential property. The square footage used to determine the charge is based on the records of the Brazoria County Appraisal District. (b) Initial Monthly Charge. The initial monthly charge provided for in paragraphs (a)(1)and(2)is$4.38. 931»i3.noc -3- (c) Annual Adjustment. Following the first anniversary of the Effective Date, the monthly charge will be adjusted to reflect the actual costs of the City incurred on its own behalf and in support of PVFD, divided the total estimated number of residential units, or residential equivalents served in total by the City and PVFD computed as provided in this Section. The fee per residential unit may not be adjusted more often than once per year except as may be agreed by the Parties; provided that, the calculation of residential units within each District shall be performed on a quarterly basis as described in subsection (a) above. (d) Payment Date. The monthly charge required herein shall be paid by the District on or before the first day of each month. All monthly payments shall be paid by the District to the City without notice or demand at the offices of the City, unless the District is notified otherwise. All or part of any monthly payment paid by the District after the 30th day of the month is delinquent and shall include an additional late fee equal to ten percent of the delinquent amount. (e) Fire/EMS Station. The Districts agree to finance and construct a station and related fixed appurtenances within one of the Districts, on the site committed by the Districts' developer by agreement with the City to be operated, staffed, and equipped by PVFD and the City to serve the Districts. The general configuration of the station, internally and externally, is described on Exhibit A attached hereto. The construction costs of the station financed by the Districts shall not exceed $600,000 (in 2002 dollars, determined with reference to the U.S. Department of Labor CPI-U for the greater Houston area, or if no longer in effect, such similar index as agreed upon by the parties) without written consent of the Districts. The ultimate size of the station shall be sufficient to accommodate an ambulance, a pumper truck, and a ladder truck, and construction shall commence within 180 days of the 1,000th residential connection to the Districts' water systems, or the equivalent thereof. Upon completion of the station, PVFD and the City shall commence operations from the station, and may serve other areas of the City or its ETJ therefrom; provided that the City and PVFD shall use their best efforts to require other municipal utility districts being served from the station to contribute a pro rata share of the construction costs, or to reimburse the Districts therefor. The Districts shall be responsible for the physical maintenance and operational costs of the station, including utilities, building maintenance, and insurance coasts. Section 7. Covenant Regarding Revenues. The Parties shall maintain sufficient income from fire plan assessments and other revenues to fund their obligations hereunder. Section 8. Term. Once effective, the Agreement will continue in effect for 30 years (the Initial Term) and shall be automatically renewed thereafter for successive one year terms. This Agreement terminates with respect to a District upon the date such District is dissolved by reason of annexation of the property in the District by the City, or upon written notice from the Parties. Section 9. Termination and Default. A Party may declare a default hereunder if another Party fails, refuses, or neglects to comply with any of the terms of this Agreement. If, after notice and opportunity to cure as provided for herein, a Party declares a default of this Agreement, (i) with written consent of the other non-defaulting Parties, this Agreement shall terminate, or (ii) the Party declaring the default may seek specific performance of the defaulting Party's obligations. The Party declaring a default shall notify the other Parties of any default in writing in the manner prescribed herein. The notice shall specify the basis for the declaration of 931171..DOC -4- default, and the party shall have 30 days from the receipt of such notice to cure any default (except when curing the default requires activity over a period of time in excess of 30 days, performance shall commence within 30 days after the receipt of notice, and such performance shall be diligently continued until the default is cured). Section 10. Notice. All notices shall be in writing and given by certified mail with return receipt requested, with receipt as of the date of the signed receipt. Notice given in any other manner shall be effective only if and when received by the party to be notified. For the purpose of notice, the addresses of the parties shall, unless changed as hereinafter provided,be as shown on the signature page of this Agreement. The parties shall have the right to change their respective addresses and each shall have the right to specify their respective new addresses by at least fifteen days written notice to the other party. Section 11. No Additional Waiver Implied. No waiver or waivers of any breach or default or any breaches or defaults by either party hereto of any term, covenant, condition, or liability hereunder, or of performance by the other Party of any duty or obligation hereunder, shall be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, under any circumstances. Section 12. Modification. This Agreement shall be subject to change or modification only with the written mutual consent of the parties hereto. Section 13. Severability. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph, section or other part of this contract or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase, clause, sentence, paragraph, section or other part of this contract to other persons or circumstances shall not be affected thereby. Section 14. Agreement Not for Benefit of Third Parties. This Agreement is not intended to benefit any party other than the Parties or to impose any duty upon the Parties toward any person or entity not a party hereto. Section 15. Entire Agreement. Upon execution of this Agreement by the Parties, this Agreement shall constitute the entire agreement between the Parties for the provision of Fire Protection/EMS Services. [EXECUTION PAGES FOLLOW] 931171}.DOC -5- IN WITNESS WHEREOF, the parties have executed this Agreement in multiple copies, each of which shall be deemed an original as of the date and year first written above, to be effective as of the date specified in this Agreement. BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 21 111►. .. By: �_- _ �/ _ ��.J7►i _ President j .and of Dire- Address: Vinson& Elkins L.L.P. 2300 First City Tower 1001 Fannin Houston, Texas 77002-6760 ATTEST: k Se etary, Board of Directors (SEAL) BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 22 4111 ,By: resident, Board of Directors Address: Vinson & Elkins L.L.P. 2300 First City Tower 1001 Fannin Houston,Texas 77002-6760 ATTEST: ......,,. • Secre • ¢ Ai • o irectors f (SEAL) ,`'L `- ..__ •• �, 9311713.DOC Execution Page CITY OF PEARLAND [-T) • By: c—``�cn-71-i c-f-e---2) • Mayor, City of Pearland Address: 3919 i i hcrty Drive Pearland, Texas ATTEST: APPROVED AS TO FORM: A1041-4( GJL-- ' Secr-, + ; P ' of lan. City Attorney, City of Pearland EAL) Fire Protection Agreement(3) Execution Page . 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