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R2006-126 08-14-06 FAILED FAILED RESOLUTION NO. R2006-126 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT WITH GRAND VALLEY HOMES, INC. AND SOUTHWOOD ESTATES, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain amended Development Agreement by and between the City of Pearland, Grand Valley Homes, Inc. and Southwood Estates, Inc., 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 the amended Development Agreement. PASSED, APPROVED and ADOPTED this the day of A.D., 2006. TOM REID MAYOR ATTEST: YOUNG LORFING, TRMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY AGENDA REQUEST BUSINESS OF THE CITY COUNCIL CITY OF PEARLAND, TEXAS AGENDA OF: 8-14-06 ITEM NO. R2006-126 DATE SUBMITTED: DEPARTMENT OF ORIGIN: ADMIN. PREPARED BY: DARRIN COKER PRESENTOR: BILL EISEN SUBJECT: COLD RIVER RANCH- DEVELOPMENT AGREEMENT ADDENDUM EXHIBITS: R2006-126 EXPENDITURE REQUIRED - N/A AMOUNT BUDGETED - N/A ACCOUNT NO. ADDITIONAL APPROPRIATION REQUIRED N/A ACCOUNT NO. FUNDS A V AILABLE N/A (Finance Department Approval) EXECUTIVE SUMMARY This proposed addendum is the result of the June 19,2006 City Council workshop that was conducted to discuss the merits of amending a previously adopted development agreement to allow for a higher density in exchange for the dedication of additional parkland or its cash equivalent (see previous agenda request summary attached). While staff does not directly endorse the addendum, it was prepared, at the urging of the developer, so that the City Council could proceed with the proposal ifit so desired. The most significant concerns raised at the workshop focused on sidewalks and solid waste collection; or the lack thereof. The May 19, 2006 letter from the developer (see attached) established a July 1,2006 target date to install the sidewalks, but as of today, August 9, 2006, the sidewalks have not been installed. It is my understanding the HOA has contracted with Waste Management for solid waste collection services in the neighborhood. Ifthe Council desires to move forward, the addendum contains additional provisions regarding the sidewalk requirements and the required inspections of all residential properties. For you review, I have included a list of concerns that have been raised by various members ofthe City's staff, and that may factor into your decision making process. AGENDA REQUEST BUSINESS OF THE CITY COUNCIL CITY OF PEARLAND, TEXAS t AGENDA OF: June 1, 2006 ITEM NO. Workshop #3 , DATE SUBMITTED: DEPT. OF ORIGIN: Administration PREP ARED BY: Bill Eisen PRESENTOR: Bill Eisen SUBJECT: Cold River Ranch I EXIDBITS: .. I EXPENDITURE REQUIRED: AMOUNT BUDGETED: ACCOUNT NO.: ADDITIONAL APPROPRIATION REQUIRED: ACCOUNT NO.: FUNDS AVAILABLE (Finance Department Approval) . EXECUTIVE SUMMARY. The developer of Cold River Ranch subdivision (Cas a Linda Homes) recently approached the City Council regarding a modification of their Development Agreement. The original agreement allowed for 50- foot wide lots in Phase I of the development but required tl1at the remaining phases meet a maximum density of 3.6 units per acre. Casa Linda has developed all of the lots in Phase I and is now requesting that the agreement be amended to allow 50-foot lots on the remainder of their property. Cas a Linda approached the staff regarding this issue and they were advised that the Council may consider the request if the developer would agree to acquire and deed to the City land that would remain vacant and that would, when combined with land being developed, result in a net density of no more than 3.6 units per acre. This proposed amendment was submitted to the City Council in a workshop setting. At that time several issues were raised which the City Council wanted resolved before they would consider action on the matter. Casa Linda has prepared a letter (copy attached), which they believe addresses the issues. In the letter, they indicate that they have entered into a contract with a construction company to build sidewalks throughout Phase I, the HOA have taken bids for trash collection services, and arrangements have been made for the HOA to include the Fire/EMS service fee ($4.38/month) as part of monthly dues. A question also arose at the Council meeting regarding the number of foreclosures on builder-f11lanced homes. This information is provided in the letter. . May 19,2006 . City of Pearland Bill Eisen City Manager 3519 Liberty Drive. Pearland, TX 7581 Re: Cold River Ranch Mr. Eisen, As you know, several items have been addressed by the city council in regards to the Cold River Ranch development. We have addressed these issues and will attempt to show the result of our efforts in this letter. We want to constantly strive to meet and exceed all the requirements set aside in our development agreement and to fulfill all the city ordinances applicable in every subdivision we develop within Pearland's jurisdiction. . lst- We have been informed that the city requires a 4' sidewalk to be constructed at Cold River Ranch. Resolution- We have contracted J.C. Hernandez Concrete Company to immediately install sidewalks in both existing phases of Cold River Ranch. We will target to have this work completed by July 1st, 2006. 2nd- The issue of trash being deposited on site was addressed. Resolution- We had CIA Services (HOA Management Co.) bid the trash pickup costs to several contractors. The terms of each agreement are quarterly payments. The next quarter we can pay the trash bill for all of our homeowners will be July 1 st, 2006. We will notify each homeowner immediately that this will occur at such time and the need for them to place their trash at the curb on the specified days. Outside of this we will continue (at our cost) to pickup any trash dumped on site by people outside Cold River Ranch in an effort to uphold the aesthetic value or our community. CasclL · rl" m~HID 1409 N. Main · McAllen, Texas 78501 . (956) 607 -2638 . (956) 631-6000 . Fax (956) 682-6000 May 19, 2006 Page 2 . 3rd- The Fire/EMS fee that is to be paid by each homeowner at a rate of $4.38 per month has not been paid to this point. The issue of TCEQ approval of our private utility provider attaching this bill to their statement has been denied. Resolution- CIA Services has agreed to attach this payment to the current HOA dues. This will not be an easy task initially as the HOA has no funds to pay from initially. Thus we will have to supplement the HOA until they can become self sufficient. The past due fees will be paid by June 1 st, 2006. The HOA will have the monthly bills paid thereafter. 4th- A question was asked of our total foreclosures in the Cold River Ranch community. Answer- One, we have had only a single foreclosure. Certainly this is significantly below the typical FHA rate of foreclosure. . In Conclusion, we are hopeful that the city will see through this letter our serious commitment to this project. As a result, we would hope for the council to address our request of an amendment to the development agreement as promptly as possible. Thanks, John Holt Land Development Manager Casa Linda Homes L.L.C. (281) 489-5222 . 1409 N, Main · McAllen, Texas 78501 . (956) 607-2638 · (956) 631-6000 · Fax (956) 682-6000 Community Services City of Pearl and Memo To: Bill Eisen From: Nicholas J. Finan cc: Lata Krishnarao Rhonda Cyrus Date: June 29, 2006 Rec Cold River Ranch It appears now that there is some interest by city council to consider the request to amend the agreement to allow more small lots and not require any of the larger lots as originally agreed to by the developers within the agreement. While there is interest, no commitments were made and several issues were raised: one in particular regarding enforcement of the subdivision ordinance and building code inspections. I will address these issues at the end of this memo. In addition, I would like to combine the comments and issues that you referred to in the meeting of June 19th with city council that were prepared by myself and staff. Some of the issues can be addressed in some form within the new agreement, but some cannot be resolved because the developer's request is contrary to the issue itself. Attached below are the concerns I raised and below that the response by Rhonda Cyrus, Parks Director, and Lata Krishnarao, Planning Director. Parks: The proposal, as I understand it, would be that in addition to the open space Cold River Ranch would provide, they would also pay park fees for a park in the area. . This area is outside the city and not likely to be annexed soon. That would most likely mean the city would be acquiring land outside its city limits, but would not invest in improvements outside its city limits. . The parkland purchased would not be within the development, but would be for regional use. When the city annexes it and develops it, it would then become a benefit in the area, but until then would not be of much recreational benefit to the area. And not necessarily being close or connected with trails it would not be a benefit to the residents in any type of capacity until developed. . There is no commitment to develop the land within the subdivision. There are no parks with any amenities, except two soccer goals. There are no playgrounds, improved ball fields, basketball courts, formal trails, etc. Even the trees are sparse and small. . To allow for the smaller lots, there is no commitment to develop the additional open space land into an amenity. . The short history of the subdivision has shown little enforcement by the HOA or developer, indicating any strength in the idea that an HOA will be enough to maintain any parks or open space within the development. It is my understanding the agreement will be expanded to address this. It does need to be strengthened, and the parks department may assist in discussing how this can be accomplished. Each visit to the site (last one on June 29) shows no maintenance of the drainage ditches. High weeds are congesting the ditches. The banks of the detention lakes are eroding. . Any land dedicated to the city or that the city would acquire would require the city crews to maintain. The location and distance from the city limits would add a burden on the crews to travel there to maintain it. However, the maintenance would be limited only to periodic mowing. Rhonda's comments: There are some basic needs that are not currently being met for the subdivision: A. The park is not currently being maintained. These items need to be repaired: Broken picnic tables under the vine arbor (upon inspection two weeks later on June 29 table still broken and now one bench is broken) Replace dead trees (3 or 4) Grass is very tall - about 8 inches plus B. It would have a very positive impact to the residents if the following improvements could be added at a relatively low cost to the developer: Have a six foot trail along the detention basin and tie in back to the park Put up a true shade structure in the park. The current facility is just a vine arbor that allows the sun to come through. (The material is not high quality and subject to high maintenance) Provide Water fountains (2) Provide sidewalk or trails for connectivity Install some type of a play structure with an approved fall surface Add more green space for this type of a density with a back stop (out of the detention basin) Planning: There are several concerns that affect planning: . Sidewalks are required, but there are no standard enforcement opportunities since no building permits or street inspections are required. There is no way of telling how far along or when they have houses that need the sidewalks. The developer agreed to the meet the requirements of the subdivision ordinance in the development agreement. Regardless, if the agreement is amended, the comment from planning staff after the meeting is that the sidewalks are required in the existing sections. They were agreed to, were specifically mentioned on the plat (in some cases by street name). So, the sidewalks should be placed in the area already built (especially since the developer and builder are the same and developing this subdivision together). The city should not at its expense have to police or have another system put in place for outside developments in order for a developer to comply with the ordinances that he agreed to on the plat and within the development agreement. It is my understanding from your conversations with the developer he is willing to go back and put in the sidewalks in the sections already completed. · The Comprehensive Plan speaks to lot size mix as well as density. It states that there are enough smaller lots, but there needs to be larger lots. So, even if the proposal satisfies the issue of maintaining a certain level of density, it does not improve the lot balance. It only creates more of an imbalance. . Page 2 . Control and maintenance of the open space and facilities are not clearly defined and to date have not been well maintained. Being outside the city, it is difficult for engineering, code enforcement, and planning staff to visit and enforce violations of the agreement or applicable codes, regulations, etc. without taking up a considerable amount of time. In addition, the residents are outside the city and of the impression the city does not enforce any codes within their subdivision; therefore, they are less inclined to call the city. . There have been other developments that have requested smaller lots and have been turned down. Some have already started a development and this could impact there development. They, too, would like to have additional smaller lots (e.g. Savannah). . The existing county road is narrow and with open ditches. If there is an increase in lots due to the allowance for smaller lots, this could impact the capacity of the road and entrances to the subdivision. However, if the agreement maintains the density within the area as the same, it would not. But my understanding is the park land may be located near the subdivision, but not necessarily in the area, making the density in this particular area a concern of traffIC impact on the county road. Lata's Comments: 1. Agree with Mr. Finan comments re: sidewalks. All sidewalks that were required for the first phase need to be constructed before any further approvals are granted. Each phase needs to be complete before the next one is started since there are no other mechanisms to ensure that work is completed as approved. 2. Agree with Mr. Finan's comments regarding Comprehensive Plan and lot mix. The area is designated as Low Density Residential with recommended zoning of a minimum of 8,800 sq. ft (R-1) lots or larger (SR-12, SR-15, RE). Fifty-foot wide with 5,000 sq. ft. lots do not conform to this designation. 3. Density: The recommended density for this area ranges from 1.3 units per acre to a maximum of 3.2 units per acre. The proposed density is higher than that recommended by the Comprehensive Plan. There have been other developments where a higher density of 3.6 units per acre has been utilized. However those developments (Savannah, Shadow Creek Ranch etc.) have design standards that are higher than City's standards. These subdivisions have provided a greater level of amenities, trials, landscaping etc. in conformance with City's belief that greater level of amenities, innovative and creative design needs to justify higher density. In this regard the proposed development does not seem to justify the higher density. 4. The City recently adopted a new set of codes to guide all development in the City after much deliberation on the quality of development. Staff recommends that this development be subject to all requirements of the Subdivision requirements of the UDC in terms of sidewalks, landscaping, fencing etc. This would ensure a quality of development that would be consistent with some existing and all future developments in the City considering that this area would be annexed into the City in the future. The overall agreement was made with the expectation that there would be mixed lot sizes. The proposal does not seem to meet all of the concerns that may have been the reasons for the original discussion for mixed lot sizes. The current proposal does not appear to be warranted because of any drastic changes in the ordinances or policy of the city. And, unless developed in the city, it seems there are few controls, without additional burden to the city staff, to insure that the open space, parkland, and other requirements are adequately addressed. . Page 3 City Council did request that staff investigate the possibility of city inspections of the houses. Under state statutes, all homes are to be built in accordance with the International Residential Building Code. This code is part of the International Building Codes; the family of international codes that the city of Pearland has adopted for all buildings. You suggested at the city council meeting that the third party inspection firm we currently have for the poag & McEwen project may be able to provide the service and not be a burden on the city. I have spoken to the company and they would be able to provide such service. It would require a new contract. The fee schedule would be different since it is residential versus commercial. The agreement could be negotiated to include some other items and reporting. Depending if it is a total pass through or if the city would want to maintain some administration involvement the fee would range from roughly 80% to 100% of the fees. The issue raised by city council about enforcement of the subdivision ordinance may require city staff inspections on the construction of the facilities. If the third party inspection services were hired for the building permits, they could assist to insure the sidewalks are put in, setbacks are adhered to, ditches are being maintained, report on the condition of the open space, etc. They would not be able to perform the infrastructure such as storm sewer, water, sanitary sewer, street construction, etc. We could investigate the hiring of another firm or negotiate with this firm to seek qualified personnel. . Page 4 RESOLUTION NO. R2006-126 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING AN AMENDMENT TO THE DEVELOPMENT AGREEMENT WITH GRAND VALLEY HOMES, INC. AND SOUTHWOOD ESTATED, INC. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1. That certain amended Development Agreement by and between the City of Pearland, Grand Valley Homes, Inc. and Southwood Estates, Inc., 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 the amended Development Agreement. PASSED, APPROVED and ADOPTED this the day of A.D., 2006. TOM REID MAYOR ATTEST: YOUNG LORFING, TRMC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY EXHIBIT 10 .!l! D D 3 I'A '"" n ~.~. ": T ~J t, ..'~ . ADDENDUM TO DEVELOPMENT AGREEMENT (Exhibit "A" to Resolution No. ) This Agreement is entered into this _ day of PEARLAND, TEXAS, (hereinafter "City"), ("SEI") ? , 2006, by and between the CITY OF (the "Developer"), and WHEREAS, on September 8, 2003, the City, Developer and SEI entered into a Development Agreement (hereinafter "Agreement") for the purpose of establishing specific development standards for certain property generally located north of SH 6, west of CR 48 and south of CR 58; and WHEREAS, the City, Developer and SEI desire to amend the terms of the original terms of the Agreement to allow a higher density ratio of units per acre, provided certain incentive requirements are complied with. W!TNE~~ETH: NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt of which is hereby acknowledged, it is hereby agreed as follows: 1. Paragraph 4 of the Agreement is amended to read as follows: "Subject to the provisions of paragraph 6 of this Agreement which allow for a higher density ratio of units per acre, the minimum lot size for Tracts 2,3 and 4 ("Tracts") identified in exhibit "A", attached hereto, shall be 50 feet x 100 feet. Developer agrees to construct residential sidewalks within the boundaries of the Property in accordance with the standards set forth in the City's Unified Development Code. Developer agrees that City is authorized to enforce all City regulations relating to the inspection of residential property (including the collection of all fees associated with the permitting, plan checking and inspections). Developer agrees to create a nonprofit homeowners association that shall be responsible for entering into a solid waste collection contract to serve the Property." 2. Paragraph 6 of the Agreement is amended to read as follows: "Developer agrees to dedicate on site park/open space property for the Tracts in accordance with the terms of the City's Park Dedication Ordinance. As additional consideration (hereinafter "Incentive Requirement"), Developer agrees to dedicate supplemental park/open space property, as one contiguous tract of land, at a location approved by the City's Parks and Recreation Director, and in a total amount of acres that, when combined with the acreage ofthe Tracts, would result in a net density on.6 units per acre. In the event the additional acreage cannot be located, agreed upon and acquired prior to the final plat being submitted, Developer shall make a payment to the City's Park Dedication Fund that is equal to the price per acre of similar residential property that is located within a one (1) mile radius of the Tracts, multiplied by the number of additional acres required to result in a net density of3.6 units per acre. An independent appraiser that is agreed upon by both the City and Developer shall determine the price per acre of additional land, but in no 1 event shall the price per acre be less than $20,000.00 per acre. Failure by the Developer to comply with the Incentive Requirement of this section within sixty (60) days following the execution of this addendum by both parties shall void the terms of this addendum and the terms of the original Agreement, attached hereto as Exhibit "B", shall apply. Furthermore, the provisions of paragraph 1 of this addendum shall not become effective, and shall not apply until the Incentive Requirement has been fulfilled by Developer." 3. The effect of this Addendum is limited to the terms above and all other terms ofthe original Agreement endure as previously agreed. This Agreement may only be amended, modified, or supplemented by written agreement and signed by all parties. 2 or:~:(l.o.\ ~9C'<'e.,",~"~ DEVELOPMENT AGREEMENT This Agreement is entered into this _ day of ,2003, by and between the CITY OF PEARLAND, TEXAS, (hereinafter "City"), Grand Valley Homes, Inc. (hereinafter "Developer") and Southwood Estates, Inc. (hereinafter "SEI"). WHEREAS, Developer plans to develop approximately 170 acres ("Property") described in Exhibit "A", attached hereto and incorporated for purposes, as a single-family residence community; and WHEREAS, the Property is generally located north of State Hwy 6, west of CR 48 and south of CR 58, and lies within the extraterritorial jurisdiction ("ET J") of the City; and WHEREAS, Southwood Estates, Inc., is an investor owned utility (with an existing Certificate of Convenience and Necessity ("CCN") that includes part of the Pearland ET J, part of the city limits of Iowa Colony, and part of Brazoria County) that desires to enter into a dual CCN with the City for SEI to provide water and sewer service to the Property; WHEREAS, the Property is also located within the boundaries of the City's Certificate of Convenience and Necessity, thereby requiring the City's consent to dual certification in order for Developer to receive water or sewer service from SEI; WHEREAS, in consideration for the City's consent to SEl's application for dual water and sewer certification over the Property, Developer and SEI agree to comply with certain developmental standards to maintain consistency with the City's current development guidelines. WIT N E SSE T H: NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows: 1. City consents to SEl's application for dual water and sewer certification over the Property. 2. Developer agrees to comply with all City infrastructure design and construction standards, and agrees to configure the water and sewer utility system such that the portion of the water and sewer system located on the Property and within the ET J of Pearland can be readily isolated from the rest of SEl's CCN. Such portion of the water and sewer system to be isolated shall include contain all water and sewer distribution lines within said Property, including any above-ground water storage tanks and associated pumps, sewer lift stations and pumps and other associated hardware or real estate, but shall not include wastewater treatment plants or water wells, pumps or lift stations, above ground water storage tanks or any other associated hardware or real estate owned by SEI not on said Property. Specifically excluded from the terms of this Development Agreement are any wastewater treatment plants, water wells, lift stations, pressure tanks, above ground water storage tanks, pumps, and any other utility-related items located on the 11.5 tract owned by SEI, more fully described in Exhibit "B" attached hereto and made a part hereof, and referred to for all pertinent purposes. Notwithstanding the provisions of Chapter 27 of the Code of Ordinances, Exhibit B, Section 3d, the City agrees to allow a drainage and detention system for the Property that utilizes a mechanical pumping system. All other provisions of Exhibit B and the Drainage Criteria Manual are applicable. City reserves the right to approve the drainage plan for the Property, which approval shall not be unreasonably withheld or delayed. The parties acknowledge that neither the City or Brazoria Dranage District No.4 shall be responsible for maintenance and operation of the detention system, including mechanical pumping systems. Developer shall record deed restrictions prior to approval of a final plat for any portion of the Property and implement said provisions through the creation of a homeowners association or similar assessment to ensure perpetual operation and maintenance of the detention and mechanical pumping systems. 3. Developer agrees to record, prior to approval of a final plat for any portion of the Property, in the Brazoria County Deed Records, deed restrictions for the Property, that require all structures to be constructed with 100% brick facades. Residential structures having less than a 15-foot side yard aggregate separation, shall be limited to a maximum of an 18 inch extension from the wall. Under no circumstances shall there be a side yard aggregate separation of less than 12 feet. 4. The minimum lot size on Tract 1 of the Property shall be 50 feet x 100 feet. Developer agrees to limit the remaining portions of the Property (Tracts 2,3 and 4) to a residential density not to exceed 3.6 units per acre, exclusive of detention and open space. 5. Developer shall prepare a traffic impact analysis in conformance with City standards and shall be responsible for implementing the improvements identified therein. Improvements identified as having an immediate impact and necessity shall be constructed by Developer in accordance with a mutually agreed upon schedule. Improvements constituting a long-term need shall be funded by Developer on a pro-rata basis by converting the improvement to a cost estimate and dividing the estimate by the total number of expected units. Such "per unit" fee shall be fully paid by Developer prior to the final approval of each platted section. 6. Developer agrees to provide one acre of park/open space for each 100 residential lots platted. Park/open space located within the storm water detention facilities shall be credited at a rate of 50% toward the requirements of this section, provided the detention facility is appropriately designed as a "dual use" (park/drainage) facility. Development Agreement-Southwood Estates 2 7. Developer shall submit a disannexation request for any property that is platted within the current 100 foot City limit strip to insure that no platted lots are located within said strip. Such request for disannexation shall be submitted to the City prior to approval of a final plat for that portion of the property. 8. City and SEI agree that the Pearland Volunteer Fire Department serves the Property and that, pursuant to this agreement, such services shall continue. In consideration of such services, SEI agrees to add the City's Fire/EMS fee (fee) to its monthly billing statement and shall actively collect such fee. SEI shall, subject to approval by the Texas Commission on Environmental Quality (UTECQ"), require payment of the Fire/EMS fee as a condition for service. If approved by the TCEQ, the condition shall be made part of the service agreement between SEI and its customers. A residential unit shall mean any building or part of a building designed for permanent occupancy by one family. To fulfill the terms of this section, SEI agrees to collect, on behalf of the City, the current monthly charge of $4.38 for each residential unit on the Property that is connected to and receiving service from SEI, as determined each calendar quarter following the effective date of this agreement. SEI shall pay to the City, on a monthly basis, no more than thirty (30) days after SEl's monthly billing cycle, a sum equal to the number of fees actually collected for the previous month. 9. City agrees to defer the purchase of the SEl's distribution system and waste water collection facilities located within the Property, as set out and defined in numbered paragraph 2, of this Agreement, for a period of twenty (20) years from the date of this Agreement. At such time as City desires to purchase the portion of SEl's system and assets within the Property, City and SEI shall each obtain appraisals for the value of the affected portion of the utility system and assets. If such appraisals are within 10% of each other, City and SEI agree that the purchase price will be the average of the two appraisals. Under no circumstances shall the City have any obligation to purchase the utility system and assets. 10. This Agreement shall commence and bind the Parties on the effective date of this Agreement and shall continue until the City acquires the components of SEi's distribution system that is located within the Property. 11. All covenants and agreements contained herein shall bind all successors and assigns and shall inure to the future benefit of other parties. . 12. No assignment by a party hereto of any rights under or interests in this agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under this agreement. Development Agreement-Southwood Estates 3 13. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is prohibitive or invalid under applicable law, such provision shall be ineffective to the extent of such provision or invalidity, without invalidating the remainder of such provision or the remaining provisions of this agreement. 14. A breach of any material provision of this Agreement after notice and an opportunity to cure shall constitute a default. The non-breaching 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 that 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 any lawfully available remedies. 15. This agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas. 16. This agreement and all obligations created hereunder shall be performable in Brazoria County, Texas. 17. This agreement is solely for the benefit of the City, Developer, and SEI and no other party is intended to be a beneficiary hereof. 18. To accomplish execution of this agreement, it may be executed in multiple counterparts. 19. TO THE EXTENT ALLOWED BY THE LAW, EACH OF THE PARTIES HEREBY RELEASES, ACQUITS, AND FOREVER DISCHARGES EACH OTHER PARTY, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS FROM ANY AND ALL CLAIMS, DEMANDS, RIGHTS OR CAUSES OF ACTION OF WHATSOEVER CHARACTER OR NATURE, INCLUDING ATTORNEYS' FEES, ARISING FROM OR BY REASON OF ANY AND ALL BODILY OR PERSONAL INJURIES, INCLUDING DEATH AND MENTAL ANGUISH, DAMAGE TO PROPERTY AND THE CONSEQUENCES THEREOF WHICH MAY BE SUSTAINED BY ANY PARTY, ITS HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, OR ASSIGNS AS A RESULT OF THIS AGREEMENT BY ANY OTHER PARTY, UNLESS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES, SUCCESSORS, OR ASSIGNS. . [EXECUTION PAGES FOLLOW] Development Agreement-Southwood Estates 4 In witness whereof, the parties have hereunto set their hands and signatures on the date first above mentioned. CITY OF PEARLAND, A Texas municipal corporation By: Name: Title: ATTEST: By: Name: Title: Development Agreement-Southwood Estates 5 Grand Valley Homes, Inc. By: Name: Title: ATTEST: By: Name: Title: Development Agreement-Southwood Estates 6 ATTEST: By: Name: Title: (SEAL) Development Agreement-Southwood Estates Southwood Estates, Inc. By: Name: Title: 7