R2023-265 2023-10-23RESOLUTION NO. R2023-265
A Resolution of the City Council of the City of Pearland, Texas, approving a
5th Amended Development Agreement with Savannah Development LTD., a
limited partnership (“SAVANNAH”).
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS:
Section 1. That certain 5th Amended Development Agreement by and between the
City of Pearland and Savannah, a copy of which is attached hereto as Exhibit “A” and made a
part hereof for all purposes, is hereby authorized and approved.
Section 2. That the City Manager or his designee is hereby authorized to
execute and the City Secretary to attest that certain 5th Amended Development Agreement with
Savannah.
PASSED, APPROVED and ADOPTED this the 23rd day of October, A.D., 2023.
_________________________________
J. KEVIN COLE
MAYOR
ATTEST:
________________________________
FRANCES AGUILAR, TRMC, MMC
CITY SECRETARY
APPROVED AS TO FORM:
________________________________
DARRIN M. COKER
CITY ATTORNEY
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FIFTH AMENDED AND RESTATED
DEVELOPMENT AGREEMENT
This FIFTH AMENDED AND RESTATED DEVELOPMENT AGREEMENT (this
“Agreement”), is made and entered into as of the ____, October 2023, 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 Fifth Amended and Restated Development Agreement is entered into to replace in its
entirety, the original Development Agreement entered into by and between the City and the
Developer, as amended, under the terms and conditions fully restated herein. Resolution R2000-
89, dated July 24, 2000, authorized and approved the Original Development Agreement.
Resolution No. R2002-163, dated November 11, 2002, authorized and approved the First
Amended Development Agreement. Resolution no. R2005-75, dated April 25, 2005, authorized
and approved the Second Amended Development Agreement. Resolution no. R2005-96, dated
June 13, 2005 authorized and approved the Third Amended Development Agreement. Resolution
no. R2017-223, dated October 23, 2017, authorized and approved the Fourth Amended and
Restated Development Agreement.
The Developer has the right to own and develop certain property located in the general
vicinity of State Highway 6 and Farm to Market Road No. 521, in Brazoria County, located entirely
within the extraterritorial jurisdiction (“ETJ”) of the City, more fully described in Exhibit A,
attached hereto (the “Property”), and the Developer has determined that the creation of two
municipal utility districts (the “Districts”) over the Property is necessary for the provision of water,
sewer and drainage facilities necessary to develop the Property. In accordance with applicable law,
the consent of the City is required for the creation of municipal utility districts within the City's
ETJ, and the City was willing to consent to such creations, as expressed in Resolution 2000-21,
adopted by the City Council of the City on February 14, 2000, in lieu of the current annexation of
the Property, subject to certain conditions. The City consented to the creation of Brazoria County
Municipal Utility District No. 21 as expressed in Resolution 2000-127 and Brazoria County
Municipal Utility District No. 22 as expressed in Resolution 2000-128 both which were dated
October 23, 2000.
Section 43.0751, Tex. Local Gov't Code (the “Act”) provides for the negotiation and
implementation of “strategic partnership agreements” between cities and municipal utility
districts, whereby the continued existence and various areas of governmental cooperation may be
provided for by agreement, and the City is interested in entering into such agreements with the
Districts immediately subsequent to their creation and organization. The fully executed Strategic
Partnership Agreements between the City and the Districts are attached herewith as Exhibit “D”.
The Developer and the City agree that the City’s consent to the creation of the Districts
is subject to the City’s standard conditions relating to the creation of districts in its ETJ. The City
and the Developer have determined that they are authorized by the Constitution and laws of the
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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
DEFINTIONS
The terms “Act,” “City,” “Developer,” Districts,” “ETJ,” and “Property” shall have the
meanings provided for them in the Recitals, above. Except as may be otherwise defined, or the
context clearly requires otherwise, capitalized terms and phrases used in this Agreement shall have
the meanings as follows:
CR58 Segment means the segment of Brazoria County Road 58 described in Section
3.03(a), below.
City Subdivision Ordinance means those regulations adopted by Ordinance 421, passed
March 31, 1981, as amended.
Consent Ordinance means the ordinance or resolution to be adopted by the City evidencing
the City's consent to the inclusion of land within each of the Districts in accordance with Tex.
Local Gov't Code Section 42.042 and Tex. Water Code Section 54.016, each as amended.
Comprehensive Plan means the City's Comprehensive Plan for the location of streets, fire
stations, libraries and other public facilities, adopted November 22, 1999, as amended subject to
the rights of the parties hereto.
Developer's Road Contribution means the Developer's payment to the City for construction
of roads defined in Section 3.03, below.
Fire Protection/ElYIS 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.
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ARTICLE 2
GENERAL STATEMENT
Subject to the specific terms and conditions stated in this Agreement, the City will defer
annexation of the Property. The City and the Developer have cooperated to accomplish the
creation of the Districts in the ETJ and will further cooperate in the inclusion of lands within the
Property into boundaries of one or both of the Districts. The City and Districts have executed
strategic partnership agreements relating to the provisions of services within the Districts and the
terms and conditions under which the Districts will be annexed and then dissolved by the City are
set out.
ARTICLE 3
OBLIGATIONS OF THE DEVELOPER
3.01 Fire station and library sites.
(a) The developer agrees to donate to the City 1.3 acres and 2.0 acres of land,
respectively, for the purpose of construction and operation of a City fire station and
a proposed public library. 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. All utilities shall be provided at the property line of each site at no cost to the
City. The Fire Station Reserve shall be eligible for use to serve the Districts in
accordance with the fire plan described in Section 4.01 of the SPA. A fire station
has been constructed by the Districts in conformance with Section 6.e. of the Fire
Protection/EMS Agreement. Any agreement for the use of the City fire station and
library with a third party shall terminate upon annexation of the District in which it
is located, unless the City agrees otherwise.
i. The developer has platted and donated the fire station site. The 1.489-acre
Fire Station site is out of the Savannah School Site & Fire Station Reserves,
according to the plat thereof recorded under Clerk's File No. 2010006936
of the Official Public Records of Brazoria County, Texas. The fire station
site has been donated to Brazoria County Municipal Utility District No. 21
by a Dedication Special Warranty Deed (Tract B, Fire Station Site) recorded
under Clerk's File No. 2011002936 of the Official Public Records of
Brazoria County, Texas. See attached Figure 10 and 11 of Exhibit “B” Plan
of Development.
ii. The developer shall convey, by Special Warranty Deed, the library site to
Brazoria County Municipal Utility District No. 22 for the purpose of
developing parks and recreational facilities, as further described below in
3.02.
(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
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of the land prior to the Districts' construction of the fire station and the City's
construction of the library improvements, so long as the Developer vacates the land
with all improvements within 60 days of receipt of notice from the District or the
City, respectively, of its intention to commence construction thereon. Prior to the
construction of any temporary improvements by the Developer, the Developer shall
notify the City, and the City shall have the right to approve such improvements in
advance.
3.02 Park Dedication. The Developer agrees to dedicate: (i) an approximately 19-acre
tract, currently identified as “City Park” on Exhibit “B”, Figure 2, and an approximately 2-acre
tract, currently identified as “Library” on Exhibit “B,” Figure 2, to Brazoria County Municipal
Utility District No. 22 in place of conveyance to the City, for the purpose of developing parks and
recreational facilities; and (ii) 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 to the City. In addition, the Developer
shall pay $78.00 dollars per lot at the time the plat is recorded.
(a) The developer shall convey, by Special Warranty Deed, the approximately 19-acre
park site and approximately 2-acre library site to Brazoria County Municipal Utility
District No. 22 on or before December 31, 2024.
(b) The developer has deeded to the City, by a Dedication Special Warranty Deed
recorded under Brazoria County Clerk's File No. 2008056574, a certain +/- 45.1-
acre tract located on Cullen Boulevard (the "Cullen Tract") consisting of +/- 38.6-
acres of park land and +/- 6.6-acres of road right of way for the Cullen Boulevard
expansion and future McHard Road construction, as shown in Figure 9 of Exhibit
"B" the Plan of Development.
(c) The developer has paid $1213.60 for each lot platted within the 31.42 Acre Tract
"A" (land associated with the 4th Amended Development Agreement) at the time
of plat recordation.
Developer shall have no other park land dedication requirements other than what is required in
Exhibit “B”, Table 1: Composition of Land Usage.
3.03 Street construction. The Developer agrees to comply with the minimum road
design standards in the City's Subdivision Ordinance as amended and approved by City Council
on July 11, 1983, and the thoroughfare plan shown on the Plan of Development, except to the
extent that the standards for road construction are inconsistent with the Plan of Development. The
City agrees to use its best efforts to cause such future thoroughfare construction in the traffic shed
to comply with the minimum design standards of the Comprehensive Plan. In addition, the
Developer shall provide a contribution for road construction (the "Developer's Road
Contribution") toward the construction of portions of the County Road 58 outside the Property, as
detailed below.
(a) County Road 58. County Road 58 will be planned as a major thoroughfare (120-
foot right-of-way) as detailed in the Plan of Development. The Developer shall be
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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. As of the date of this agreement, the
developer has constructed approximately 3,200 linear feet of the four-lane
boulevard east of Savannah Parkway to the eastern boundary of the tract. The
majority of County Road 58, within the ETJ, will be widened and constructed as
development occurs adjacent to it under the City's Subdivision Ordinance. A
portion of County Road 58, from County Road 48 west for approximately 2,560
feet (the "CR58 Segment") has already been developed with low-density housing
and other similar uses that did not give rise to a requirement that a developer fund
improvements to the CR58 Segment, and therefore future improvements thereto
will not likely be funded by anyone under the Subdivision Ordinance; as a result,
the CR58 Segment will need to be widened through the joint effort of the City,
Brazoria County, and future development within the traffic shed. According to that
certain traffic study carried out by Walter P. Moore, dated June 14, 2000,
development of the Property will contribute 38 percent of the forecast traffic on the
CR58 Segment. Subject to the contribution of other developers, and the timing of
contributions described in Subsections (b) and (c), below, the Developer has paid
to the City such percentage of the estimated construction costs of the CR58
Segment to be used for such purpose. The Developer's Road Contribution payment
shall not exceed $93.40 per lot.
(b) Timing of contribution. The Developer's Road Contribution shall be phased to
coincide with the development of the Property. The total amount of the Developer's
Road Contribution shall be divided by the number of lots anticipated to be provided
on the Property in accordance with the Plan of Development, and in connection
with the recording of a plat within the Property, the Developer will deposit with the
City the per-lot amount as determined above, multiplied by the number of lots
platted. The Developer's Road Contribution obligations with respect to platted
Property shall terminate upon payment to the City.
(c) Collection of funds from other developers. The parties understand that the City's
Development Ordinance requires other developers to construct County Road 58
within or adjacent to their developments, in the same manner as the Developer will
be required to construct County Road 58 within the Property. The City will require
other developers to contribute to the CR58 Segment in accordance with applicable
City development ordinances, and will credit the Developer's Road Contribution by
the amount of such contributions, including the refund of any amounts already paid
by the Developer with respect to applicable portions of the CR58 Segment.
(d) Construction costs attributable to the Developer. Construction Costs under this
Section means costs associated with the actual construction costs and engineering
fees and expenses directly relating to the CR58 Segment, but shall not include costs
of City financing or other costs not directly related to the CR58 Segment.
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(e) City construction of alternative 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 Developer's Road Contributions to construct such an
alternate roadway section, the City shall notify the Developer and may do so
without Developer's written consent. In such event, Developer's thoroughfare
design standards within the Property shall be modified to match the City's revised
plan, and the Developer’s Road Contribution shall be decreased to an amount
consistent with the revised thoroughfare design.
(f) Separate accounting. The City agrees to invest the Developer’s Road Contributions
in interest-bearing accounts, and to account for all principal and interest thereon,
secured in the same manner and at the same interest rate that the City invests other
City funds.
(g) Final accounting. Upon completion of the CR58 Segment, or upon the occurrence
of an event described herein such that the Developer is entitled to a return of all or
a part of the Developer's Road Contributions, the City shall prepare a 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 Brazoria County
may wish to construct the CR58 improvements before the City does so. If, prior to
the City improving CR58 east of the Property, Brazoria County elects to improve
CR58 east of the Property as provided in the Comprehensive Plan, or to an alternate
design standard from the design in the Comprehensive Plan, and such improvement
will result in CR58 being improved to a minimum four-lane rural asphalt section
road the City will make available to the County (the Developer's Road
Contribution) on the same pro- rata share basis. In such event, the thoroughfare so
constructed shall be considered to have complied with the Developer's financial
obligations under this Section, and all provisions hereof relating to the City shall
be construed to refer to Brazoria County.
(i) Savannah Parkway. Savannah Parkway will be planned as a secondary
thoroughfare (100-foot right of way) as detailed in the Plan of Development. The
Developer shall be responsible for the construction of a four-lane boulevard section
within the Prope1ty as shown on Figure 6 of the Plan of Development. As of the
date of this Fifth Amended and Restated Development Agreement, the developer
has constructed four lanes of Savannah Parkway from State Highway Six to Laurel
Heights Drive. The Developer shall be responsible for constructing the remaining
segment of Savannah Parkway from north of Laurel Heights Drive to County Road
894.
The developer has no other roadway construction obligations under this agreement.
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3.04 Cost reimbursement. The Developer has reimbursed 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.
3.05 City gateway locations. The Developer agrees to make available to the City, at no
cost, two locations along State Highway 6 (500 square foot minimum each) for City gateway sign
locations. Such sites shall be mutually approved by the parties. The Developer shall have no
funding obligation with respect to the gateway signs themselves, but shall cooperate to maintain
their visibility.
(a) The Developer has dedicated, at no cost to the City, i) a City Gateway Easement
within Restricted Reserve B of the plat of Savannah Ridge Section Two as recorded
under Clerk's File No. 02 038082 and in Volume 23, Page 51-54 of the Plat or Map
Records of Brazoria County, Texas, Savannah Parkway, and ii) a City Gateway
Landscape Easement within Restricted Reserve A of the plat of Southern Oaks
Lane & Commercial Reserve No. 1 as recorded under Clerks File No. 01 047888
and in Volume 22, Page 149-152 of the Plat or Map Records of Brazoria County,
Texas.
3.06 Confirming City actions. The obligations of the Developer with respect to Sections
3.01, 3.02, 3.03, and Article 4 are conditioned upon the adoption of one or more ordinances by the
City that will allow the provisions of the Plan of Development to prevail over applicable City
provisions of the City's Subdivision Code, infrastructure design criteria, Land Use and Urban
Design Code, flood plain ordinance, and other applicable City codes and regulations to the extent
of a specific conflict.
ARTICLE 4
LAND AND DEVELOPMENT COVENANTS
4.01 City regulations applicable. The Developer agrees that, subject to the terms of this
Agreement and the Plan of Development, it will abide by the terms of the City Subdivision
Ordinance, infrastructure design criteria, the City Building Code, Land Use and Urban Design
Code, and Flood Plain Ordinance, (collectively, the “Regulations”) notwithstanding the fact that
some or all of such regulations would not otherwise apply to the Property located outside the City.
Plans and specifications for all public improvements shall be submitted to and approved by the
City before the Developer awards a construction contract for such improvements. The Developer
agrees that, at the time the Developer records a subdivision plat for any tract of land in the Property,
and prior to the sale or conveyance of any land within the Property, it will record restrictive
covenants on such land requiring all subsequent grantees to abide by the Regulations in the same
manner, and providing that the City is a third party beneficiary to such covenants. Such covenants
will be provided to the City Manager for review and comment at least ten days prior to recording
thereof.
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4.02 Land use. The Developer agrees to comply with the provisions of Land Use and
Urban Development Ordinance, revised June 26, 2000, as amended subject to the rights of the
parties, with such variations thereto as may be required to conform to the Plan of Development.
ARTICLE 5
CITY CONSENT TO CREATIONS AND STATEGIC PARTNERSHIP AGREEMENTS
5.01 City consent to creation. Subject to the provisions of this Development Agreement,
the City consents to the creation of two Districts over the Property. Upon submission of a proper
petition for consent, and subject to the consent conditions attached hereto as Exhibit C, the City
will provide a written consent in a form acceptable under the rules of the TCEQ and the Attorney
General of Texas.
(a) The City provided written consent to the creation of Brazoria County Municipal
Utility District No. 21 (590.17 acres) as expressed in resolution no. R2000-127 and
Brazoria County Municipal Utility District No. 22 (327.38 acres) as expressed in
resolution no. R2000-128 both which were dated October 23, 2000. This creation
was associated with the original development agreement.
(b) The City provided written consent to the annexation 34.78 acres of additional land
into Brazoria County Municipal Utility District No. 21 as expressed in Ordinance
No. 1151.
(c) The City provided written consent to the annexation of 294.93 acres of additional
land into Brazoria County Municipal Utility District No. 22 as expressed in
Ordinance No. 1493.
(d) The City provided written consent to the annexation of 31.42 acres of additional
land into Brazoria County Municipal Utility District No. 22 as expressed in
Ordinance No. 1565.
5.02 Strategic partnership agreements. Upon the creation and organization of each
District, the Developer will present an SPA to the board of the District in substantially the form
attached hereto as Exhibit D. The Developer shall use its best efforts to secure the approval of the
SPA by the District as soon as practicable. Any revisions to the form of the SPA shall be made
subject to the approval of the City, the Developer and the District's board of directors. The parties
acknowledge that if the SPAs are not approved by the Districts, the provisions of Tex. Local Gov't
Code, §43.052(h)(l) 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.
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ARTICLE 6
TERM AND DEFAULT
6.01 Term. This Agreement shall terminate 15 years after the date the ordinance
authorizing and approving the consent to this Fifth Amended and Restated Development
Agreement, unless terminated earlier as specifically provided herein.
6.02 Default.
(a) A party shall be deemed in default under this Agreement (which shall be deemed a
breach hereunder) if such party fails to materially perform, observe or comply with
any of its covenants, agreements or obligations hereunder or breaches or violates
any of its representations contained in this Agreement.
(b) Before any failure of any party to perform its obligations under this Agreement
shall be deemed to be a breach of this Agreement, the party claiming such failure
shall notify, in writing, the party alleged to have failed to perform of the alleged
failure and shall demand performance. No breach of this Agreement may be found
to have occurred if performance has commenced to the reasonable satisfaction of
the complaining party within 30 days of the receipt of such notice, subject,
however, to the terms and provisions of Section 7.01, below. Upon a breach of this
Agreement, the non-defaulting Party may be awarded actual damages for failure of
pe1foimance. 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 patties shall have the affirmative obligation to mitigate its damages in
the event of a default by the other party.
ARTICLE 7
MISCELLANEOUS PROVISIONS
7.01 Force majeure. In the event either party is rendered unable, wholly or in part, by
force majeure to carry out any of its obligations under this Agreement, except the obligation to
pay amounts owed or required to be paid pursuant to the terms of this Agreement, then the
obligations of such party, to the extent affected by such force majeure and to the extent that due
diligence is being used to resume performance at the earliest practicable time, shall be suspended
during the continuance of any inability so caused to the extent provided but for no longer period.
As soon as reasonably possible after the occurrence of the force majeure relied upon, the party
whose contractual obligations are affected thereby shall give notice and full particulars of such
force majeure to the other party. Such cause, as far as possible, shall be remedied with all
reasonable diligence. The term “force majeure,” as used herein, shall include without limitation of
the generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the
public enemy, orders of any kind of the government of the United States or the State of Texas or
any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes,
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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.
7.02 Approvals and consents. Approvals or consents required or permitted to be given
under this Agreement shall be evidenced by an ordinance, resolution or order adopted by the
governing body of the appropriate party or by a certificate executed by a person, firm or entity
previously authorized to give such approval or consent on behalf of the patty. Approvals and
consents shall be effective without regard to whether given before or after the time required for
giving such approvals or consents.
7.03 Addresses and notice. Any notice to be given under this Agreement shall be given
in writing, addressed to the party to be notified as set forth below, and may be given either by
depositing the notice in the United States mail postage prepaid, registered or certified mail, with
return receipt requested; by messenger delivery; or by telecopy. Notice deposited by mail shall be
effective three days after posting. Notice given in any other manner shall be effective upon receipt
by the party to be notified. For purposes of notice, the addresses of the parties shall be as follows:
If to the City, to:
City Manager
City of Pearland
3519 Liberty Dr.
Pearland, Texas 77581
Fax: (281) 652-1708
If to the Developer, to:
Friendswood Development Company
681 Greens Parkway, Suite 220
Houston, Texas 77067
Attention: Michael W. Johnson
Fax: (281) 582-5704
With a copy to:
Allen Boone Humphries LLP Phoenix Tower
3200 Southwest Freeway, Suite 2600
Houston, Texas 77027
Attention: Katie Carner
Fax: (713) 860-6682
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The parties shall have the right from time to time to change the respective addresses by giving at
least 15 days’ written notice of such change to the other party.
7.04 Assignability; successors and assigns. All covenants and agreements contained by
or on behalf of a party in this Agreement shall bind its successors and assigns and shall inure to
the benefit of the other patties, 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
po1tions of the Land in the normal course of business. If such assignment of the obligations by the
Developer hereunder is effective, the Developer shall be deemed released from such obligations.
If any assignment of the obligations by the Developer hereunder is deemed ineffective or invalid,
the Developer shall remain liable hereunder.
7.05 No additional waiver implied. The failure of either party to insist upon performance
of any provision of this Agreement shall not be construed as a waiver of the future performance of
such provision by the other party.
7.06 Reservation of rights. All rights, powers, privileges and authority of the parties
hereto not restricted or affected by the express terms and provisions hereof are reserved by the
parties and, from time to time, may be exercised and enforced by the parties.
7.07 Parties in interest. This Agreement shall be for the sole and exclusive benefit of the
parties hereto and shall not be construed to confer any rights upon any third parties.
7.08 Merger. This Agreement embodies the entire understanding between the parties and
there are no representations, warranties, or agreements between the parties covering the subject
matter of this Agreement.
7.09 Modification; exhibit. This Agreement shall be subject to change or modification
only with the mutual written consent of the City and the Developer. The exhibits attached to this
Agreement are incorporated by this reference for all purposes.
7.10 Captions. The captions of each section of this Agreement are inserted solely for
convenience and shall never be given effect in construing the duties, obligations or liabilities of
the parties hereto or any provisions hereof, or in ascertaining the intent of either party, with respect
to the provisions hereof.
7.11 Interpretations. This Agreement and the terms and provisions hereof shall be
liberally construed to effectuate the purposes set forth herein and to sustain the validity of this
Agreement.
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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.
[SIGNATURE PAGE FOLLOWS]
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CIT)Q ZEARLAND, TEXAS
By:
ATTEST:
---DocuSIgnad by:
• "' 00EC22637FFF17fi_,.
Frances Aguilar, City Secretary
APPROVED AS TO FORM:
r DoeuSigned by.
BY: c3C7 AV8013 r 40C
Darrin M. Coker, City Attorney
/Pr._ ----
FO38D+20C74642�...
Trent Epperson, City Manager
SAVANNAH DEVELOPMENT, LTD.,
a Texas limited partnership
By: U.S. Home, LLC, a G - aware limited
liability company, it eneral Partner
By:
ATTEST:
By: Rat IJ24J1
Kate Davis, Authorized Signator
M. ael Johnson, Vice President