R2005-0096 06-13-05RESOLUTION NO. R2005-96
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND,
TEXAS, APPROVING AN AMENDED DEVELOPMENT AGREEMENT
WITH LENNAR HOMES OF TEXAS AND CONSTRUCTION, LTD., A
TEXAS LIMITED PARTNERSHIP, DBA "FRIENDSWOOD DEVELOPMENT
COMPANY".
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That amended development agreement by and between the City of
Pearland and Friendswood Development Company, 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 Friendswood
Development Company.
PASSED, APPROVED and ADOPTED this the 13th day of June
A.D., 2005.
�On,� 2�4-
TOM REID
MAYOR
ATTEST:
YOUNGjRMG,-T0MC
Y S ETARY
APPROVED AS TO FORM:
DARRIN M. COKER
CITY ATTORNEY
Resolution No. R2005-096
Exhibit "A"
DEVELOPMENT
AGREEMENT
3rd AMENDMENT
CITY OF PEARLAND
1,248 ACRE TRACT
THIRD AMENDED
DEVELOPMENT AGREEMENT
This THIRD AMENDED DEVELOPMENT AGREEMENT (this "Agreement"), is made and
entered into as of 3_, 200 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 Third Amended 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.
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 is 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.
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 Developer and the City agree that the City intends to consent to the creation of the
Districts 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 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:
463180 w SAP 351045 00017 Revised 5/24/2005
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
GENERALSTATEMENT
Subject to the specific terms and conditions stated in this Agreement, the City will defer
annexation of the Property. The City and the Developer will cooperate to accomplish the creation of
the Districts in the ETJ and the approval and execution of strategic partnership agreements by the
Districts relating to the provisions of services within the Districts. In addition, 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 two acres of land,
respectively, for the purpose of construction and operation of a City fire station and a
City or County public library. 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 at the time of the platting of the property adjacent to the
sites. 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 site shall be eligible for use to serve the District in
accordance with the fire plan described in Section 4.01 of the SPA. A fire station
shall be 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
463160 w SAP 351045 00017 Revised 5242005 2
library with a third party shall terminate upon annexation of the District in which it is
located, unless the City agrees otherwise.
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 Developer, such site
will revert to the Developer, and (ii) the Developer may make temporary use of the land
prior to the District's 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 at the time of platting of the surrounding land 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.
Developer shall have no other park land dedication requirements.
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 Development, and for a pro -rata share of a
secondary thoroughfare outside the Property. 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 "CRSS 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 form 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.
463180 w SAP 351045 00017 Revised 5/242005
b. Timin¢ of contribution. The Developer's Road Contribution shall be phased to coincide
with the development of the Property. The total amount of the Developers 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.
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 Developers 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.
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 right of way, costs of
City financing, or other costs not directly related to the CR58 Segment.
City construction of alternate street design. If the City determines that the traffic
requirements of County Road 58 may be satisfied by a different, less costly design, and
wishes to make use of the Developers 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 Developers Road Contribution shall be decreased to an amount consistent
with the revised thoroughfare design.
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 final 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 Brazorla 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
463180 w SAP 351045 00017 Revised 5242005 4
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.
3.4. Cost reimbursement. The Developer shall reimburse the City for 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.
3.5. 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.
3.6. Conformn iz 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
4.1. City regulations applicable. The Developer agrees that, subject to the terns of this
Agreement and the Plan of Development, it will abide by the terms of the City Subdivision
Ordinance, infrastructure design criteria, the City Budding 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.
4.2. 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
5.1. 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
463180w SM 351045 00017 Revised 5/24/2005
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 TNRCC and the Attorney General of
Texas.
5.2. Strateeic 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 SPA's 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
6.1. Tenn. This Agreement shall be in effect as of the date set forth on the first page
hereof, and shall terminate 20 years thereafter, unless terminated earlier as specifically provided
herein.
6.2. 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
7.1. Force maieure. 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 terns 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
463180w SM 351045 00017 Revised 5242005
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.
7.2. 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.
7.3. 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 telempy. 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 Telempy
No. (281) 652-1708
463180w SM 351045 00017 Revised 5/24/2005
If to the Developer, to:
Friendswood Development Company
550 Greens Parkway
Suite 100
Houston, Texas 77067
Attention: John W. Hammond
Telecopy: (281) 872-4207
With a copy to:
Allen Boone Humphries LLP
Phoenix Tower
3200 Southwest Freeway, Suite 2600
Houston, Texas 77027
Attention: James A. Boone
Telecopy:(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.
7.4. 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 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.
7.5. 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.
7.6. Reservation of debts. 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.
7.7. 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.
7.8. Mereer. 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.
463180. SAP 351G4500017Rms<dsr2412005 9
7.9. 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 consmfintg 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. Interoretations. 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.
CITY OF PEARLAND, TEXAS
,,,pnrrrr4pr,,
•``pFPRLAAb I*,� BY: "P -'R
0�.'••A •'�•4 �,�''_ Tom Reid, Mayor
APPR61VED AS TO ' FORM: By. lbs---
`,. a , CityAttorney
463180. SAP 35nM500017Revmd524/20a5 9
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 flaninnond, Vice President
ATTEST:
� By: P
iz eavG�t Assi t nt Secretary
1
1
1
1
1
463110w SAP 351045 00011 Revised 5/24/2005 11
--- Approved First Amendment
---+ to Development Agreement (2002)
Approved Second Amendment
to Development Agreement (4/2005)
Proposed Third Amendment
to Development Agreement
a
i
CIVIL ENGINEERS & SURVEYORS
HOUMN. }®(,,e
1,248 ACRE DEVELOPMENT
"=1000' 1 02100 I MAY 2005
EXHIBIT "B'
PLAN OF DEVELOPNMNT
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 ETL 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.
PROJECT DESCRIPTION
The project is a proposed master -planned community of approximately 1,248 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, daycare, library, 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 l 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 eleven 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 3,481 homes on 966.9
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
Rrm.a 5a4aW5 P.se t
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.
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)*
966.9
77.5%
Multi Family Residential
0.0
0.0%
General Business (G.B.)
25.0
2.0%
Civic/Schools/Churches/Daycare
31.0
2.5%
Parks(Recreation/Open Spaces **
158.5
12.7%
Thoroughfare Rights -of -ways
40.5
3.2%
tlndustrial Ml ***
25.9
2.1%
WLi
TOTAL
1 1,247.8
1100.0%
TABLE 2: Composition of Land Usage
(includes Oft Site Tract Dedication of 45 Acres)
USE
ACRES
MIX
Single Family Residential (SFR)*
966.9
74.8%
Multi Family Residential
0.0
0.0%
General Business (G.B.)
25.0
1.90%
Civic/Schools/Churches/Daycare
31.0
2.4%
Parks/Recreation/Open Spaces ""
198.8
15.4%
Thoroughfare Rights -of -ways
45.2
3.5%
Light Industrial 1 ***
25.9
2.0%
TOTAL
1,292.8
100.0%
' Single family residential encompasses R -I (261 acres); R-2 (232
acres); R-3 (300 acres) and R-4 (174 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.
' serlaed 5/24/2005
Page 2
IV. LAND USE CHANGES
Land use shall be regulated on a total acreage basis on Table I 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 3,481. 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 Tablel, subject to the 15 % allowable increase. The location
and configuration of the library, fire station and park sites shall be approved by the City.
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 Savannah Parkway.
• Figure 6 illustrates the proposed street cross-section for C.R. 58 (Post Road).
• Figure 7 illustrates the proposed cross section for the entrances to collector streets.
• Figure 8 illustrates the proposed street cross section for collector streets.
Pe iwd 5242005 Page3
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---+ to Development Agreement (2002)
Approved Second Amendment
to Development Agreement (4/2005)
Proposed Third Amendment
to Development Agreement
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CHILE OPENS M OR YONSTROCTION PURPOSES MIS CRAGINU MAY OR MAY NET INCORPORATE
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PROPOSED STREET CROSS SECTION
FOR
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Appendix `A^
R-1 SINGLE FAMILY DWELLING DISTRICT
Purpose of District
The R -I Dwelling District provides for large lot, single family detached dwellings. The 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 will follow the provisions provided in the
City of Pearland Land Use and Urban Development Ordinance applicable to the R-1 PUD district, and
amendments thereto.
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 will follow the provisions provided in the City of Pearland Land Use
and urban Development 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, an 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, comites 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 follow the provisions provided in the City of Pearland Land Use and Urban
Development Ordinance applicable to the R-3 PUD district, and amendments thereto -
R4 SINGLE FAMILY SWELLING DISTRICT
Purpose of District
The R4 Dwelling district provides for maximum density single family dwelling units and appropriate open
space. The R4 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
L Area Requirements
In all areas where patio homes or townhomes are developed, common recreation areas shall exist as
Revised 5/24/2W5 Page I
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 parka, recreation
areas and open space per unit, no specific requirements shall apply to common reereation 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 rest yards of at least ten
(10) feet. There shall be required building separations a minimum of ten (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 follow the provisions provided in the City of Pearland Land Use and Urban
Development Ordinance applicable to the R-0 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 will follow the provisions provided in the City of Pearland Land Use and Urban Development Ordinance
applicable to the GB PUD District, and amendments thereto.
M-1 LIGBT 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 plan site, water wells, water treatment plant, pumping
station or storage. All requirements of this district follow the provisions provided in the City of Pearland Land
' Use and Urban Development Ordinance, applicable to the M-1 PUD district, and amendments thereto.
' Revised S124fAW Page2
EXHIBIT C
CONSENT CONDITIONS
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 bome 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 Brazorla
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.
267262v2 Pagel all
I
I
EXHIBIT D
STRATEGIC PARTNERSHIP AGREEMENT
Exhibit D
STRATEGIC PARTNERSHIP AGREEMENT
THE STATE OF TEXAS
COUNTY OF BRAZORIA
This STRATEGIC PARTNERSHIP AGREEMENT (this "Agreement") is made and
entered into, effective as of I , 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. _, 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 "DevelopmenP').
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 , 2000 (the "Development Agreemenf')
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:
267262v2 Page 1 of 13
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 m 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.
below.
below.
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,
Interim STP means the interim rental package wastewater plant described in Section 6.02,
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 STP 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
267262v2 Page 2 of 13
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 heating.
Article 3
ANNEXATION OF THE 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.
267262v2 Page 3 of 13
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 THE DISTRICT
4.01. City Frre/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 tern 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
26726N2 Pw 4 of 13
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
267262v2 Page 5 of 13
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 orocertv. 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
fircJEMS 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-ouroose 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 ETI 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
267262J2 Page 6 of 13
outside the Districts. The District will not be required to participate in any such City -inquired
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
ETJ 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. Eli ibg ility. 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
267262v2 Page 7 of 13
agrees that, upon receipt of such direction, it will execute the Sales and Use Tax Agreement within
60 days thereafter.
7.05. Cooceration. 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.
267762V2 Page 8 of 13
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:
Com: City of Pearland
3519 Liberty Drive
Pearland, Texas 77581
Atm: City Manager
District: Brazoria County Municipal Utility District No.
c/o Vinson & Elkins L.L.P.
2300 First City Tower
1001 Fannin
Houston, Texas 77002
Atm: 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
Patty 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.
267262v2 Page 9 of 13
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.
SIGNATUREPAGESFOLLOW
267262v2 Page 10 of 13
IN WITNESS WHEREOF, the undersigned Parties have executed this Agreement effective
as of the date first written above.
ATTEST:
City Secretary
ATTEST:
Lu
Secretary
CITY OF PEARLAND, TEXAS
M
Mayor
BRAZORIA COUNTY MUNICIPAL UTILITY
DISTRICT NO. _
02
President, Board of Directors
267262v2 Page 11 of 13
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 , 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. , 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 City and the District have preciously entered into that certain Strategic
Partnership Agreement, dated as of (the "Strategic Partnership Agreement"),
providing for, inter glia, 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.
267262v2 Page 12 of 13
CrrY OF PEARLAND, TEXAS
LN
ATTEST:
City Secretary
Mayor
BRAZORIA COUNTY MUNICIPAL UMITY
DISTRICT NO.
Lm
ATTEST:
'
By:
Secretary
President, Board of Directors
267262v2 Page 13 of 13
SAVANNAH
DEVELOPMENT AGREEMENT 1st AMENDMENT
CITY OF PEARLAND CITY COUNCIL
WORKSHOP 5/23/05
DEVELOPMENT AGREEMENT 3rd AMENDMENT OBJECTIVES
1. Add 181.8 acres of land located in two tracts (169.5 Ac. and 12.3.Ac)
2. Retain the existing 3.6 units per acre residential density.
3. Make NO modifications to the approved percent allocation among the Residential
zoning categories or flexibility range of change up to 15% in any Residential zoning
category.
4. Correct the name of the development entity.
PROPOSED 3rd AMENDMENT
Density Max: 3.6 per acre (NO CHANGE)
Total Units: 3,481 homes(966.9 Ac. x 3.6 homes.per Ac.)
PROPOSED ADDITIONAL LAND ACRES MIX
Single Family Residential (SFR)* 151.7 83.4%
General Business (G.B.) 0.0 0.0%
Civic/Schools/Churches/Daycare 0.0 0.0%
Parks/Recreation/Open Spaces ** 28.5 15.6%
cm, Thoroughfare Rights-of-ways 1.6 1.0%
TOTAL 181.8 100.0%
PROPOSED SFR DISTRICTS
The chart below illustrates NO change to the percentage allocations of the Residential zoning
categories.
Approved 2"d Amendment Proposed 3`d Amendment
Ac. % Ac.
R-1 219 27% 261 27%
R-2 196 24% 232 24%
R-3 253 31%. 300 31%
R-4 147 18% 174 18%
815 100% 967 100%
L201.2005