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R2024-096 2024-05-20 DocuSign Envelope ID•7CB5CBCF-3E02-4416-924C-2173E43ECBFF RESOLUTION NO. R2024-96 A Resolution of the City Council of the City of Pearland,Texas,authorizing the City Manager or his designee to enter a Third Amended Development Agreement with Massey Oaks Development, LP, ("Developer") reciting the amended responsibilities of the City and Developer associated with the development of a residential community (Massey Oaks) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS Section 1 That certain Third Amended Development Agreement, 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 attached Third Amended Development Agreement and all documents required to effectuate the terms of the Agreement. PASSED, APPROVED and ADOPTED this the 20th day of May, A.D , 2024 •i� Jam�►►•' VIN COLE ./ AYOR ATTEST DoeuSigned by: [ Frtase atuiLar ooCc22631rrr416... FRANCIS AGUILAR, TRMC, MMC CITY SECRETARY ,o�Q ''R�• No APPROVED AS TO FORM =_ z . a Dom:Signed by: E12CA808BB1F4B6... DARRIN M COKER CITY ATTORNEY THIRD AMENDED DEVELOPMENT AGREEMENT THIS THIRD AMENDED DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as of the Effective Date by and between the CITY OF PEARLAND, TEXAS,a home rule municipality located iri the counties of Brazoria,Harris,and Fort Bend,Texas (the "City"), and Massey Oaks Development, LP (the "Developer") The City and the Developer are collectively referred to herein as the "Parties" RECITALS A. The City previously passed resolution R2017-86 on May 1.7, 2017 approving the Development Agreement between the City and First Capital Partners, LLC effective May 17, 2017("Original DA"), and subsequently authorized the Assignment of the rights and obligations of First Capital Partners under the Original DA to Developer; and the City previously passed resolution R2021-148 approving the First Amended Development Agreement ("2021 DA"), and the City previously passed resolution R2022-97 approving the Second Amended Development Agreement ("2022 DA"), and the Parties have determined that certain amendments to this Agreement are required to reflect modifications to the development and construction requirements associated with certain public infrastructure improvements contemplated in the Agreement; and the Parties hereby propose this Third Amended Development Agreement to reflect the mutually agreeable amendments to the terms of the Agreement; except that the amended terms of this Third Amended Development Agreement shall be contingent upon the conditions precedent ("Contingencies") contained in Section 6.20 below All amendments of the Original DA (including this Agreement) modify, restate and replace in full the prior documents, such that this Agreement is the entire statement of the undertakings of the Parties relating to the subject matter hereof. B Capitalized terms used in these recitals are defined in Article 1 below C The Developer is developing and improving, in various phases, all or a portion of the Property as a planned residential community.and other uses permitted in conformance with the PD D The Property is currently located within the City's municipal boundaries, as pursuant to the terms and conditions of the Original DA. Developer voluntarily requested the City to annex that portion of the Property not then located within the City's municipal boundaries so that all the Property will be wholly located in the City's municipal boundaries following such annexation. E The Parties agreed that the creation and operation of a Municipal Utility District within the Property is essential to provide for the planning, financing, construction, operation and maintenance of the public infrastructure and improvements described in this Agreement without imposing an undue burden on the City and its residents and taxpayers. The City consented to the creation of the MUD The Developer and the City also created a PD over the Property to facilitate the orderly development of the Property 1 F The development of the Property has progressed since 2017 and portions of the Property have been platted, infrastructure installed/accepted by the City, completed lots sold to builders and completed houses with lots sold to individual homeowners. Other portions of the Property are in the development process with lots close to completion. G Trez Capital (2015) Corporation, a British Columbia corporation ("TREZ") is considering funding for the development of the Property (the "TREZ Loan"), including portions of the Required Regional Infrastructure(as defined in Section 1 1 herein),and as detailed in Exhibit B attached (cost estimates and supporting documentation), and'if TREZ approves the TREZ Loan (which it may or may not do in its sole discretion),then TREZ shall execute a Set Aside Agreement with the City and the Developer in the form attached as Exhibit H attached and incorporated herein for all purposes (the "Set Aside Agreement") for the purpose of providing a back-stop to Developer's obligation to construct portions of the Required Regional Infrastructure as required herein. The execution and delivery of the original, fully executed Set Aside Agreement to the City is one of the Contingencies referenced in Recital A. above. H. To facilitate the development of the Property, the City and the Developer have agreed to take certain actions and to finance and construct, or cause to be financed and constructed, various public improvements. I. This Agreement has been submitted to the City for consideration and review, and the City has taken all actions required to be taken prior to the execution of this Agreement to make the same binding upon the City according to the terms hereof. J The City, after due and careful consideration, has concluded that the development of the Property as provided for herein will further the growth of the City, improve the environment of the City, increase the assessed valuation of the real estate situated within the City, foster increased economic activity within the City, increase employment opportunities within the City, upgrade public infrastructure within the City, and otherwise be in the best interests of the City by furthering the health, safety,morals and welfare of its residents and taxpayers. K. This Agreement is authorized by Texas Law,including but not limited to,TEX.LOC. GOV'T CODE Sec 212.071, et. seq., and 212.171, et seq., and Ch. 380 L It is the intent of the Parties to set forth herein the mutual agreements, covenants and commitments between the Parties regarding the Property and the Parties acknowledge that they are proceeding in reliance upon the purposes, intent, effectiveness and enforceability of this Agreement. 2 AGREEMENT NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein contained, and other good and valuable consideration,the receipt and sufficient of which are hereby acknowledged,the Parties hereby agree as follows ARTICLE I DEFINITIONS, INCORPORATION OF RECITALS 1 1 Definitions. Capitalized terms used herein, including the recitals hereto, shall have the meanings set forth in this section, unless otherwise defined, or unless the context clearly requires another definition. Acceptance is defined as the final administrative approval by the City of the public infrastructure within a subdivision shown on a recorded approved final plat for which a particular platted lot is located. Agreement is defined in the preamble hereof and includes any subsequent written amendments or modifications made pursuant to Section 7 8 hereof. City means the City of Pearland, Texas, a home rule municipality located in the counties of Brazoria,Harris, and Fort Bend,Texas. City Obligation means, as to the Water Distribution System described in Sec. 4.3 (c), the agreement of the City to contribute to the Developer the cost for materials to oversize the relevant water lines in order to provide capacity for other future development in the area. The dollar amount shown is an estimate of the difference in cost for larger pipe and related materials and is not a minimum to be contributed, nor a maximum. The actual amount will be determined by bids for the project. The Developer shall install the water lines and the City's only obligation is to fund the oversize portion of the cost of pipe and related materials. City Regulations means the regulations, standards, codes and ordinances of the City governing the platting or re-platting of land into subdivisions and development of said land in effect as of May 17, 2017, the effective date of the Original DA. Developer means Massey Oaks Development, LP and includes any subsequent developer, whether one or more and whether or not related to the Developer or otherwise a related party of the Developer or a partnership or other entity in which the Developer is a partner or participant, of all or any portion of the Property that specifically acquires by whole or partial assignment, by operation oflaw or otherwise,the rights and obligations of the Developer under this Agreement in accordance with Section 7 11 hereof. Developer Obligation means,as to any component of the Required Regional Infrastructure, the specific required infrastructure to be installed by the Developer at its cost. A listed dollar amount is the estimated costs, but the Developer is not required to expend that full amount, and such amount is not a maximum the Developer is required to expend. 3 Effective Date means May 22, 2017 (the effective date of the Original DA), as it is a restatement of the Original DA, the 2021 DA and the 2022 DA, subject to approval from and execution by both Parties. Lew Tract means the approximately 75-acre tract legally described as Tract 3 and Tract 4 in Exhibit A originally owned by an affiliate of Developer,but now owned partly by Massey Oaks BTR,LLC and partly by Meritage Homes of Texas,LLC Massey Oaks BTR,LLC has proposed a partial assignment and assumption of this Agreement as to Key 4A to the extent CR 100 abuts the north portion of the Lew Tract. Massey Tract means the approximately 357-acre tract legally described as Tract 1 and Tract 2 in Exhibit A. MUD means Brazoria County Municipal Utility District No 69 Person means any individual,partnership, association, firm,trust, estate,public or private corporation, or any other legal entity whatsoever Phase means a defined portion of the Project, as identified on Exhibit A-2 attached. Project means the real estate development planned for the Property,as more fully described in Paragraph C of the recitals hereto, known as "Massey Oaks", to be developed in multiple Phases. Property means the approximately 432 acre tract legally described as Tract 1,Tract 2,Tract 3, and Tract 4 in Exhibit A attached hereto and made a part hereof and shown on the site plan attached as Exhibit A-1, with the exception of any current record title owner of a platted lot or reserve, such as a residential home owner or a residential building company PD means the Planned Development for the Property originally adopted pursuant to the City of Pearland Unified Development Code on July 24, 2017 by Ordinance No 2000M-157, as amended. Party or Parties means all or any of the City and the Developer, as applicable, and their respective successors and/or permitted assigns Required Easements means public easements or rights of way, as appropriate, for the Required Regional Infrastructure, dedicated by the relevant land owners to the public or the City (voluntarily,under threat of eminent domain or by eminent domain action),in locations consistent with the City Major Thoroughfare Plan to provide for the ultimate expansion of the City road and utility systems. Required Regional Infrastructure means the offsite regional public infrastructure improvements listed in Table 1 Sec 4.3(b) for Roadways, Table 2 Sec 4.3(c) for Water Distribution System, and Table 3 Sec 4.3(f) for Wastewater Collection System as further defined on Exhibit B attached (cost estimates and supporting documentation), and Required Easements therefore,which are required by the City to be installed by the Developer at its expense, subject to 4 limited reimbursement by the City for certain oversizing of underground utilities,and the potential future reimbursement from potential future private land owners developing area property and tapping into that infrastructure. Set Aside Agreement means the agreement between the City and TREZ m substantially the form attached as Exhibit H, whereby TREZ agrees to hold designated funds for satisfaction of Developer's obligations as to the unconstructed Required Regional Infrastructure for Phases I and II of the Project. TCEQ means the Texas Commission on Environmental Quality and its successors. TREZ means Trez Capital (2015) Corporation, a British Columbia corporation, which is the lender for the Project. Service Area means the area that can be served by the proposed Harkey Road trunk main sanitary sewer as shown in Exhibit G 1.2 Recitals incorporated. The representations, covenants and recitations set forth in the recitals to this,,Agreement are material to this Agreement and are hereby found and agreed to be true and correct, and are incorporated into and made a part hereof as though they were fully set forth in this article. ARTICLE II COOPERATION The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications (and, in the City's case, the adoption of such ordinances and resolutions), as may be necessary or appropriate, from time to time, to carry out the terms,provisions and intent of this Agreement and to aid and assist each other in carrying out said terms,provisions and intent. ARTICLE III EFFECTIVENESS OF AGREEMENT This Agreement shall become effective on the Effective Date. ARTICLE IV DEVELOPMENT AND USE OF THE PROPERTY AND CONSTRUCTION OF IMPROVEMENTS 4 1 City's obligations. (a) Subject to the exercise of its discretionary authority and to the extent permitted by law,the City intends to take the following actions,and agrees to use its best efforts to do so 5 (i) Consent to the creation of a MUD over the Property per the City's standard consent conditions for the creation of municipal utility districts, when requested by the Developers, (ii) Enter into a Utility Services Agreement with the Developer and a MUD2; (iii) Create the PD over the Property which will provide the appropriate zoning for single family residential and compatible uses substantially consistent with the site plan attached as Exhibit A-13 (iv) Pursuant to and in compliance with the Utility Services Agreement (and to the extent not provided by the MUD within its boundaries), commit to provide the water production and wastewater treatment capacity ultimately required 'by the Project. Approval of the first preliminary plat for the Property will formalize such commitment. City approval of the first preliminary plat binds the City to an ultimate commitment of water and wastewater capacity to serve the Project which is expected to include approximately 1,600 equivalent single-family connections4, (v) Provide water and wastewater connections as required by the Project and as shown on the Developer's projected build-out schedules5, (vi) Work with the Developer to obtain all necessary approvals, permits and consents from Brazoria County,the City of Manvel and/or the City of Alvin with respect to off-site improvements, (vii) Acquire Required Easements at Developer's cost, and utilize eminent domain where necessary, provided, however, nothing contained in this Agreement shall preclude the MUD from independently exercising its own eminent domain authority6, (viii) Annex those portions of the Property not currently within the corporate limits of the City, on the petition of the landowner, and (ix) Establish and administer the cost recovery program as described in paragraph 4.3(d) for certain of the Required Regional Infrastructure ' Satisfied by Ordinance No. 1541 2 Satisfied by Resolution No 2021-148. 3 Satisfied by Massey Oak PD 4 The Massey Oaks PD has grown from approximately 1,000 units originally to approximately 1,600 units as of the Effective Date and may grow in the future upon City approved expansion of the PD and the MUD 5 Satisfied by Agreement between the MUD and the City approved by Resolution No 2021-148 6 Satisfied by the Developer and the City with all Required Easements recorded. Satisfied. 6 4.2 Developer's obligations. (a) The Developer intends to take the followin: actions, and agrees to use its best efforts to do so (i) Petition the TCEQ or the Legislature •f the State of Texas for the creation of a MUD over the Property8, (ii) Prepare and implement the PD, inclu ing the adoption of deed restrictions and other restrictive covenants cons stent with the PD and relevant City regulation9, (iii) Assemble and purchase the Property or ownership and development1°, (iv) Oversee and construct Required Re;;ional Improvements, such as water, sanitary sewer and drainage facilrt es, within the Required Easements therefore; (v) Coordinate with the City on obtaining Required Easements,and provide the required funding", (vi) Pay or cause to be paid waterand sewer impact fees to the City; (vii) Pay or cause to be paid park dedication fees to the City at the time of building permit for each residential lot; (viii) Advertise and market the Project; (ix) Pay property taxes on the Property; (x) Maintain the Property; (xi) Design and construct the Project and pay associated land planning, legal, architectural, engineering, surveying, and design expenses, (xii) Provide the City with each preliminary plat application, as appropriate for the stage of the Project, projected build-out schedules for the purpose of providing water and wastewater capacity to the Project; (xiii) Provide to the City with each preliminary plat application, as appropriate for the stage of the Project, those documents necessary to coordinate the development of the Project, including conceptual plans and documents which detail timelines, construction schedules and marketing information, 8 Satisfied by BB 1962 85th Tex.Leg.(2017)codified as Special District Local Laws Code Ch.7970,eff.Ma}) 8, 2017 9 Satisfied by the recording of Massey Oak Declaration. 19 Satisfied. " Satisfied. 7 (xiv) Petition the City (or cause the landowner to do so) for annexation of those portions of the Property not currently within the corporate limits of the City12; and (xv) Communicate and coordinate with Pearland Independent School District ("PISD") and Alvin Independent School District ("AISD") regarding the boundaries of those districts as they exist within the Project and to allocate individual lots on the boundary line between those districts13 4.3 Developer and City Obligations relating to the construction of Required Regional Infrastructure. (a) Generally. The respective obligations of each Party relating to construction of Required Regional Infrastructure are defined in this Section 4.3 Eligible costs for each category include the costs of construction, engineering, surveying, right-of-way or easement acquisition, and other reasonable and customary costs directly related to design and construction of the improvements. The City will permit Required Regional Infrastructure to be installed at any time after preliminary plat approval, subject to the execution and deliver to the City of a fully executed original of the Set Aside Agreement or a Subdivision Improvements Agreement (SIA) between the Developer and the City in the form attached as Exhibit I, and the approval by the City or County, as applicable, of construction plans, which shall not be unreasonably withheld, conditioned or delayed. All Required Regional Infrastructure shall be constructed in accordance with the City's Engineering Design Criteria Manual,as amended. Each construction contract must be bonded by both a payment and performance bond. Each contractor shall be approved by the City or be on the City's approved contractor list. (b) Roadway Obligations. The Developer shall install the required roadway improvements (including related stormwater facilities and laterals, items listed in Table 1, and sidewalks) for the Project in conformance with the obligations listed in Table 1 and shown graphically on Exhibit C The Developer will be responsible to finance, design, and construct the infrastructure improvements,without any to rights of reimbursement from the City The Required Easements shall be obtained by the City per Section 4.5, at the Developer'.s cost. 12 Satisfied. 13 Satisfied. 8 Table 1 Developer City ty Key Road Facility Completion Developer Obligation Obligation Developer Obligation Obligation Deadline South two lanes('/ boulevard)concrete curb CR 100 and gutter in ultimate 1 (Adjacent to Refer to Table 1-1 ROW location,including None $8,146,624 14 $0.00 Property)14 crossing over GCWA canal as approved by GCWA North two lanes(1/2 boulevard) 2-lane asphalt reconstruction CR 100 including full depth 2 (West of Refer to Table 1-1 reclamation and riding None Included in Key 1 $0 00 Property) surface per Brazoria County Standards in ultimate ROW location, with asphalt transitions to the South side CR 100&FM Asphalt westbound and 3 1128 Refer to Table 1-1 northbound right turn None Included in Key 1 $0.00 Intersection lanes and traffic signa CR 100& Concrete curb and gutter 4 Harkey Road Refer to Table 1-1 intersection in ultimate None Included in Key 1 $0 00 Intersection ROW location Left turn lanes in all directions South two lanes(1/2 4A CR 100(Lew Refer to Table 1-1* boulevard)concrete curb None N/A See*below $0 00 Tract frontage)15 and gutter in ultimate ROW location North Harke Acceptance of the Rehabilitation of the 5 y 900th Massey Tract existing 2-lane asphalt None $Subject to Acceptance Testing. $0 00 Road single family lot** roadway See below Earlier of Acceptance of the 500th Massey Tract South Harkey single family lot*** $576,559.61 (remaining 6 Road or twelve months Four-lane divided None portion-partially $0 00 (CR 100 to after execution of concrete curb and gutter completed) Collector Rd) the Third Amended Development Agreement Four lanes divided South Harkey concrete curb and gutter Road Acceptance of the from collector to south 7 (Collector Rd to 800th Massey Tract line of"Massey Tract"; None $1,254,504 00 $0 00 Hastings single family lot eastern two lanes to Cannon) Hastings Cannon; in ultimate ROW location 14 Developer has completed Phase 1 of the planned detention for the Project and hereby reserves therein for the benefit of Key 1 the necessary detention for Key 1 work. 15 Key 4A is being assigned to and assumed by Massey Oaks BTR,LLC per Section 6.9 9 Developer Key Road Facility Completion Developer Obligation tY Obl g'ation Developer Obligation Obligation Deadline Hastings Northern two lanes(% Cannon Road Acceptance of the boulevard)asphalt to 8 (Adjacent to 800th Massey Tract Brazoria County None $1,574,694 00 $0.00 Property) single family lot* standards in ultimate ROW location • Hastings Acceptance of the Two lane asphalt road 9 Cannon Road 800th Massey Tract with open ditch in None Included in Key 8 $0 00 (East of single family lot* existing ROW Property) Table 1-1 Milestone Deadline Developer enters a contract for construction and Prior to acceptance of 475th Massey Tract single family lot issue a Notice to Proceed Completed& Prior to acceptance of 650th Massey Tract single family lot Accepted Developer acknowledges that construction of off-site public roads are necessary to serve the Project. If Developer is not in compliance with any of the deadlines in Table 1-1, City may, in addition to other rights under the Set Aside Agreement, withhold the approval of any additional final plats so long as Developer remains out of compliance. * Developer, subject to City's approval which shall not be unreasonably withheld, may assign Developer's obligations for the Required Regional Infrastructure associated the Lew Tract (Regional Infrastructure Keys 4A) to the owner of the Lew Tract, whereupon Developer's obligation for those items shall terminate. If Developer's obligations for the Lew Tract are assigned,the Required Regional Infrastructure shall be constructed in conjunction with the platting of the Lew Tract(Tract 3). ** City shall retain a qualified geotechnical engineering firm with offices in the Houston area to conduct a Condition Assessment addressed to both parties, in accordance with industry standards, to update the roadway's Pavement Condition Index(PCI) at the 800th platted lot (Estimated cost of the Condition Assessment is $4,000, which will be paid by Developer) If the overall average PCI for the North Harkey road section is below 70, Developer shall perform base repairs, then asphalt mill and overlay the roadway no later than the 900th platted lot. *** Or earlier if required as secondary access per City's current Engineering Design Criteria Manual or Fire Code A typical road cross section is attached as Exhibit D, and all roads installed by Developer shall be installed substantially in accordance with Exhibit D 10 c) Water Distribution Obligations. The Developer shall install the required water distribution improvements for the Project in'conformance with the obligations listed in Table 2 and shown graphically on Exhibit E. The Developer, by and through the MUD and/or independently, will be responsible to finance, design, and construct the infrastructure improvements, subject to the limited rights of reimbursement and participation by the City described herein. The Required Easements shall be obtained by the City per Section 4.5, at the Developer's cost. Table 2 Developer Key Water Facility Completion Developer City Developer City Deadline Obligation Obligation Obligation Obligation FM 1128 Completed and 12"water main in Oversize from 10 (CR 100 to CR accepted by City ultimate easement 12"to 16" NA(complete) NA 101) CR 100 Completed and 12"water main in Oversize from 11 (FM 1128 to accepted by City ultimate easement 12"to 16" NA(complete) NA Harkey Rd) Veterans Drive Issuance of the 16"water main in 12 (CR 100 to CR 500th single family None" $2,914,362.50 $0 00 101) building permit* ultimate easement CR 100 Issuance of the 500th 12"water main in Oversize from 13 (Harkey Rd to single family ultimate easement 12"to 16" Included in Key 12 $278,140.00 Veterans Dr) building permit* Harkey Road Acceptance of the 12"water main in 14 (CR 100 to 500th Massey Tract ultimate easement None Included in Key 6 $0.00 Collector) single family lot* HarkeyARoad Acceptance of the 15 (Collector to 800th Massey Tract 12"water main in None $277,840.00 $0 00 Hastings single family lot and ultimate easement Cannon) ** * Developer must enter a contract for construction and issue a Notice to Proceed prior to the issuance of the 400th single family building permit. Developer acknowledges that construction of off-site water lines (Table 2, Keys 12, 13 and 14) are necessary to serve the Project. If Developer fails to comply with any of the deadlines contained herein for such off-site water lines, City may, in addition to other rights under the Set Aside Agreement,withhold the approval of any additional building permits for single family residential homes or final plats filed after the date of City notice to Developer of a breach of this Agreement under Section 6.2 and thereafter so long as Developer remains out of compliance. **Or earlier if required by the Project's Master Water Plan issued pursuant to the City's current Engineering Design Criteria Manual. The City's sole obligation is to fund the additional pipe and appurtenances(i.e.,valves and fittings) costs to upsize the noted water lines, as shown. (d) Wastewater Collection Obligations The Developer shall install the required wastewater collection improvements for the Project ("Wastewater Improvements") in 11 conformance with the obligations listed in Table 3 and shown graphically on Exhibit F The Developer,by and through the MUD and/or independently,will be responsible to finance, design, and construct the Wastewater Improvements,without any rights of reimbursement or participation by the City,but subject to the reimbursement through the City from future development described herein. The Required Easements shall be obtained by the City per Section 4.5, at the Developer's cost. Table 3 Wastewater Developer City Facility(and Completion Developer Obligation City Obligation Developer Obligation Obligation size) Deadline North Gravity sewer main of Harkey Establish and (Ravenwood Completed and sufficient depth and administer pro rata 16 to CR 100) accepted by City size to accommodate cost recovery N/A(complete) $0 00 30"sewer the service in ultimate program line gravity service area. Earlier of Acceptance of the South 500th Massey Tract Sanitary lift station Harke single family lot or and force main of Establish and y twelve months sufficient depth and administer pro rata $205,873.80(remaining 17 (Lift Station after execution of size to accommodate cost recovery portion-mostly $0 00 and Force the Second the service in ultimate program completed) Main Amended lift station service area Development Agreement The cost for the Wastewater Improvements is $4,227,359.39 The Wastewater Improvements are sized to provide service for both (i)the Property, and (ii)the area shown on Exhibit G ("Service Area") The capacity required for the Project is 950 equivalent single-family connections(ESFC) which is equal to 304,000 gallons per day capacity (determined based on current City guidelines of 320 gallons per day per ESFC) The City required sizing/line capacity/excess line capacity for the required sewer lines are as follows Line Required Gravity Lift Station Total Excess Sizing Service Area Service Area Capacity Capacity Capacity Capacity (ESFC) (ESFC) and (ESFC) (ESFC) % North Harkey 30" 2,970 1,245 4,215 3,265 (77%) South Harkey Lift Station& 0 1,245 1,245 452 (36%) Force Main The City agrees that the excess capacity is for the benefit of third parties. Therefore, a portion of the cost of the Wastewater Improvement, shall be reimbursed to the Developer The reimbursement for the Gravity Service Area shown on Exhibit H equal to the actual cast of the North Harkey Wastewater Improvements attributable to the Gravity Service Area ESFCs less any MUD reimbursements, divided by the total capacity of the North Harkey line(4,215 ESFC), shall be reimbursed to the Developer, its successors or assigns, through the City by landowners, pro- rata, as the Service Area is developed or redeveloped, being expressed in the following formula. 12 ((Actual Cost of North Harkey Wastewater Improvements*(4,215-1,245)/4,215)-any MUD reimbursement,if applicable)/4,215 ESFC=Per ESFC charge to landowner The reimbursement for the Lift Station Service Area shown on Exhibit G equal to the actual cost of the North Harkey Wastewater Improvements attributable to the Lift Station Service Area ESFCs plus the actual cost of the South Harkey Wastewater Improvements less any MUD reimbursements, divided by the total capacity of the South Harkey Lift Station and Force Main (1,245 ESFC), shall be reimbursed to the Developer,its successors or assigns,through the City by landowners, pro-rata, as the Service Area is developed or redeveloped, being expressed in the following formula. ((Actual Cost of North Harkey Wastewater Improvements*(1,245)/4,215)+Actual Cost of South Harkey Wastewater Improvements-any MUD reimbursement,if applicable)/1,245 ESFC=Per ESFC charge to landowner This reimbursement shall be required by the City as a condition to future connection to the Wastewater Improvements, building permit, plat or other development permit pursuant to a Pro- Rata Utility charge assessed by the City on future development in the Service Area which connects to the Wastewater Improvements.The actual cost shall be determined following the procedures of Section 4.3(e)(1-4), as if applicable to the Wastewater Improvements At the same time as the Property is annexed and zoned,the City shall adopt and enforce a pro-rata utility fee ordinance ("Pro-Rata Ordinance") applicable for the Service Area consistent with this subsection. Reimbursement to the Developer by the City shall occur within forty-five (45) days) following collection of pro-rata contributions from third parties connecting to the Improvements However,the City shall not reimburse Developers for more than 100%of the Reimbursable Cost, nor for a period longer than 25 years from the completion and acceptance by the City of the Wastewater Improvements, nor for any amount reimbursed to the Developer by the MUD The City agrees to use its best efforts to collect the foregoing reimbursements. (e) Water Line Reimbursement Procedures The following reimbursements procedures shall apply for the Water Line reimbursement of Developer by the City under this Agreement: 1)Prior to designing any infrastructure from this Section 4.3 in which City will participate in cost, directly or indirectly, the Developer, working in consultation with the MUD, and the City's Director of Engineering shall agree on the scope of work and the allocation of costs consistent with this Agreement. 2) The Developer, working in consultation with the MUD, shall obtain competitive line item bids in accordance with Local Government Code Chapter 252 for the construction of the improvements in accordance with the approved plans and specifications. The Developer, working in consultation with the MUD, and the City will review the bids and the Developer, or the MUD will award a contract to the successful bidder The City reserves the right to reject any and all bids for the construction of the improvements within ten (10) days following submission to the City for review, following the expiration of which the bids selected by the Developer or the MUD shall be deemed approved by the City 13 3)The Developer shall,or shall cause the MUD to, advance the funds necessary to pay the contractor(s) for the work performed. The Developer shall cause the City to be named as an additional obligee under any performance bond obtained by the Developer or the MUD to secure the construction of the improvements. 4)Upon completion of construction and acceptance by the City,the Developer will submit an accounting of final and actual costs along with evidence of paid invoices. The City will reimburse the Developer for the City's share of costs within thirty(30)days of submission. 5) The obligations of the City described in this Section 4.3 shall be paid from lawfully available funds that may be currently available in the budget year in which such improvements are the obligation of the City described in this Section 4.3 shall be paid from lawfully available funds that may be currently available in the budget year in which such improvements are designated to be constructed. The City agrees to use its best efforts to collect revenues, issue bonds, and appropriate funds as may be required to finance such improvements. 4 4 MUD Powers. The MUD is located entirely within the corporate limits of the City and has legal authority to construct, acquire, improve, maintain or operate roads. Any road projects undertaken by the MUD shall meet all applicable construction standards, zoning and subdivision requirements and regulations of each municipality in whose corporate limits such district is located. The City acknowledges that all roads to be constructed in connection with the MUD and/or to serve the MUD (i) meet the City's criteria for a thoroughfare and/or arterial feeder and/or collector roads for the purposes of Section 54.234 of the Texas Water Code, as amended, and (ii) also will constitute macadamized, graveled, or paved roads, or improvements, including storm drainage, in aid of those roads, for purposes of Section 52,Article III of the Texas Constitution. The Developer acknowledges that future annexations of property into the MUD are subject to City consent,which may be given or withheld in accordance with public interests,however the City consents to the annexation of the Lew Tract/ 4.5 Acquisition of Required Easements. (a) Generally The City has acquired the Required Easements,at the Developer's cost, as provided in the Original DA. The Developer has no remaining obligations regarding the Required Easements. (b) Identification of Required Easements. The Required Easements widths and location are shown in the following chart. 14 Additional ROW Width Segment Extent Side on which Easement Width Easement Location Based FM 1128 Bailey to Massey East NA 20' Ranch Road 20'with five-foot overlap with ROW(15'water line Massey Ranch FM 1128 to Harkey North 30 feet(1) and drainage easement outside of ROW)and additional 10'drainage easement where required Bailey to Massey 20'with five-foot overlap Harkey North Ranch Road West 20 feet(1) with ROW(15'outside of ROW) Bailey to Massey NA-No easement required, Water line to be Veterans Ranch Road West built within existing ROW 20'with five-foot overlap Massey Ranch Veterans to Harkey South 30 feet(2) with ROW(15'outside of ROW) Massey Ranch 20'with five-foot overlap Harkey South Road to Property East 50 feet(2) with ROW(15'outside of Boundary ROW) ARTICLE V AUTHORITY, COVENANTS, PROPERTY RIGHTS 5 1 Actions. The City covenants to the Developer and agrees that upon application of the Developer,the City will use its best efforts to the extent permitted by law to.take such actions as may be required and necessary to process any amendments, variations, special use approvals and permit applications relating to the Unified Development Code and the City's other ordinances, codes and regulations, as may be necessary or proper in order to insure the development of the Property and the Project in accordance with this Agreement and the PD and to enable the City to execute this Agreement and to carry out fully and perform the terms,covenants,agreements,duties and obligations on its part to be kept and performed as provided by the terms and provisions hereof. The City acknowledges that the Developer is relying upon the City's performance and will expend significant sums on the Project. 5.2 Powers. (a) The City hereby represents and warrants to Developer that the City has full constitutional and lawful right, power and authority, under currently applicable law, to execute and deliver and perform the terms and obligations of this Agreement,and all of the foregoing have been or will be duly and validly authorized and approved by all necessary City proceedings, findings and actions. Accordingly, this Agreement constitutes the legal, valid and binding obligation of the City, is enforceable in accordance with its terms and provisions and does not require the consent of any other governmental authority 15 (b) The Developer hereby represents and warrants to the City that Developer has full lawful right,power and authority to execute and deliver and perform the terms and obligations of this Agreement and all of the foregoing have been or will be duly and validly authorized and approved by all necessary actions of Developer Concurrently with Developer's execution of this Agreement,Developer has delivered to the City copies of the resolutions or other corporate actions authorizing the execution of this Agreement and evidencing the authority of the persons signing this Agreement on behalf of Developer to do so Accordingly,this Agreement constitutes the legal, valid and binding obligation of Developer, and is enforceable in accordance with its terms and provisions. 5.3 Authorized parties. Whenever under the provisions of this Agreement and other related documents and instruments or any supplemental agreements, any request, demand, approval, notice or consent of the City or Developer is required, or the City or Developer is required to agree or to take some action at the request of the other,such request,demand,approval, notice or consent, or agreement shall be given for the City, unless otherwise provided herein, by the City Manager or his designee and for Developer by any officer of Developer so authorized (and, in any event, the officers executing this Agreement are so authorized), and any party shall be authorized to act on any such request, demand, approval,notice or consent, or agreement. 5 4 Vested Rights. Upon execution of this Agreement, the Parties agree that each of their respective rights, as set forth in this Agreement, shall be deemed to have vested. ARTICLE VI GENERAL PROVISIONS 6 1 Time of the essence. Time is of the essence in all things pertaining to the performance of this Agreement. The Parties will make every reasonable effort to expedite the subject matters hereof and acknowledge that the successful performance of this Agreement requires their continued cooperation. 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, m 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 6.2(c) Upon a breach of this Agreement for which cure has not commenced as provided above, the non-defaulting Party, in any court of competent jurisdiction, by an action or proceeding at law or in equity, may secure the specific performance of the covenants and agreements herein contained, may be awarded 16 damages for failure of performance, or both. Except as otherwise set forth herein,no action taken by a Party pursuant to the provisions of this Section or 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 (c) Force Majeure. Notwithstanding anything in this Agreement which is or may appear to be to the contrary, if the performance of any covenant or obligation to be performed hereunder by any Party is delayed as a result of force majeure circumstances which are beyond the reasonable control of such Party the time for such performance shall be extended by the amount of time of such delay (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) The Party claiming delay of performance as a result of any of the foregoing force majeure events shall deliver written notice of the commencement of any such delay resulting from such force majeure event not later than seven days after the claiming Party becomes aware of the same, and if the claiming Party fails to so notify the other Party of the occurrence of a"force majeure"event causing such delay,the claiming Party shall not be entitled to avail itself of the provisions for the extension of performance contained in this Section. (d) The Parties acknowledge and agree, notwithstanding anything contained in this Agreement to the contrary, that: (i) the provisions of Section 4 1(a)(i) hereof regarding consent by the City to the creation of a MUD, (ii)the provisions of Section 4 1(a)(iv)hereof regarding the City supplying the water supply and wastewater treatment capacity ultimately required by the Project, and (iii) the provisions of Section 4 1(a)(viii) regarding the annexation of the portion of the Property not currently within the corporate limits of the City, constitute essential and material terms of this Agreement. The specific enumeration of the provisions listed herein does not mean or imply that no other provision of this Agreement constitutes an essential term of the agreed exchange that is the subject matter of this Agreement. (e) City has approved acceptance of the Set Aside Agreement as adequate security for Developer's obligations to design and construct portions of the Required Regional Infrastructure, thus no other security is required for such portions. Upon a breach of this Agreement relating to the timing of Required Regional Infrastructure, City may give notice to Developer and TREZ and demand the set aside funds allocated to the uncompleted Required Regional Infrastructure be escrowed per the terms of the Set Aside Agreement and the escrow agreement required therein (the "Escrow Agreement") Thereafter, City may assume Developer's obligation to complete the Required Regional Infrastructure funded by the Set Aside Agreement in accordance with this Agreement. Such completion shall be achieved within a reasonable time with due haste (but not later than three (3) years after the date of funding of the escrow), in a good and workmanlike 17 manner Within sixty (60) days of completion of all Required Regional Infrastructure identified in the Set Aside Agreement, City shall provide to Developer and TREZ an accounting of the direct cost of the work. If excess funds remain in escrow, the escrow shall terminate and the escrow agent shall be authorized to return the funds to TREZ in accordance with the Escrow Agreement, provided that the escrow shall automatically terminate on the date which is three (3) years from the date of funding of the escrow Thereupon, the City shall be entitled to a final draw of funds for the then completed Required Regional Infrastructure, but the remainder in the escrow shall be returned to TREZ Developer shall remain obligated under this Agreement to complete any Required Regional Infrastructure then incomplete. Developer assigns to City all Developer's rights to all permits, plans, reports and other documentation relating to the Required Regional Infrastructure to the extent necessary for City to effectuate its takeover rights under this Section 6.2(e). The Set Aside Agreement is attached as Exhibit H and incorporated herein as an integral part of this Agreement, including for the purpose of Section 6 19 hereof, which shall apply to the Set Aside Agreement and the Escrow Agreement to waive any otherwise applicable governmental immunity Receipt by City of the Required Regional Infrastructure and the benefit of the prior services by, through or under Developer relating to the planning, documenting, constructing and supervising the Required Regional Infrastructure constitutes goods and services under Tex. Loc. Gov't Code Section 271 151 et. seq TREZ is an intended third party beneficiary of this Agreement as to this Section 6.2 and the other provisions hereof which affect or enforce Section 6.2, including, without limitation, Section 6 19 hereof. 6.3 Personal liability of public officials.To the extent permitted by State law,no public official or employee shall be personally responsible for any liability arising under or growing out of this Agreement. 6 4 Liability of the Developer, its successors and assignees. Any obligation or liability of the Developer whatsoever that may arise at any time under this Agreement or any obligation or liability which may be incurred by the Developer pursuant to any other instrument, transaction or undertaking contemplated hereby shall be satisfied, if at all, out of the assets of the Developer only No obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of partners, officers, employees, shareholders or agents of the Developer, regardless of whether such obligation or liability is in the nature of contract,tort or otherwise. 6.5 Notices. Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by rapid transmission confirmed by mailing written confirmation at substantially the same time as such rapid transmission, or personally delivered to an officer of the receiving party at the following addresses If to the City• City Manager City of Pearland 3519 Liberty Drive Pearland, Texas 77581 18 with a copy to City Attorney City of Pearland 3519 Liberty Drive Pearland, Texas 77581 If to the Developer Massey Oaks Development,LP 8545 Double R Blvd, Suite 101 Reno,NV 89511 Attention. Ron Cobb/Peter Ghishan with a copy to Wilson Cribbs+Goren 1233 West Loop South, 8th Floor Houston,Texas 77027 Attention. Reid Wilson If to TREZ Per the address provided to the City from time to time. Each Party may change its address by written notice in accordance with this Section,Any communication addressed and mailed in accordance with this Section shall be deemed to be given when so mailed,any notice so sent by rapid transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, an authorized officer of the City or the Developer, as the case may be. 6 6 Amendments and waivers. Any provision of this Agreement may be amended or waived if such amendment or waiver is.in writing and is approved by the City Council and the Developer No course of dealing on the part of the City or the Developer nor any failure or delay by the City or the Developer with respect to exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, except as otherwise provided in this Section. 6 7 Invalidity. In the event that any of the provisions contained in this Agreement shall be held unenforceable in any respect, such unenforceability shall not affect any other provisions of this Agreement and, to that end, all provisions, covenants, agreements or portions of this Agreement are declared to be severable 6 8 Beneficiaries. This Agreement shall bind and inure to the benefit of the Parties and their successors and permitted assigns. 6.9 Successors and Assigns. No party to this Agreement shall have the right to assign its rights under this Agreement or any interest herein,without first giving to the other party notice from the assignor of such assignment and acknowledgement of such assignment from the assignee. Partial assignments are permitted, such as the planned assignment as to the Lew Tract. The City acknowledges that the Developer has collaterally assigned this Agreement to TREZ, and may, subject to written approval by City which shall not be unreasonably withheld, assign this 19 Agreement to another lender for the Project, and in relation thereto, the City will execute reasonable acknowledgements of the Agreement and its assignment, including confirming the Agreement is valid and in full force and effect, without default by either party, and agreeing to provide notice and opportunity to cure to such lender This Agreement may be assigned to any affiliate of the Developer or any successor developer of the Project. This Agreement is not binding on any purchaser of a platted lot or reserve in the Project. Upon any assignment(but not a standard sale of a platted lot or reserve),the Developer is released from liability for performance related to the assigned obligations. 6 10 Exhibits, titles of articles, sections and subsections. The exhibits attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Agreement,the provisions of this Agreement shall prevail. All titles or headings are only for the convenience of the Parties and shall not be construed to have any effect or meaning as to the agreement between the Parties hereto Any reference herein to a section or subsection shall be considered a reference to such section or subsection of this Agreement unless otherwise stated. Any reference herein to an exhibit shall be considered a reference to the applicable exhibit attached hereto unless otherwise stated. 6 11 Applicable law. This Agreement is a contract made under and shall, be construed in accordance with and governed by the laws of the United States of America and the State of Texas, and any actions concerning this Agreement shall be brought in either the Texas State District Courts of Brazoria County, Texas or the United States District Court for the Southern District of Texas. 6 12 Entire agreement. This written agreement represents the final agreement between the Parties and may not be contradicted by evidence of prior,contemporaneous, or subsequent oral agreements of the Parties. There are no unwritten oral agreements between the Parties. 6 13 Term of Agreement. The term of this Agreement shall commence on the date first written above and shall continue until the date which is the earlier of(a) the completion of the Project; or(b)December 31, 2057 6 14 Runs with the Land. The Agreement touches and concerns the Massey Property, and runs with land as a restrictive covenant binding on any successor developer owner of the Massey Property The Parties contemplate that a copy of this Agreement, or a Memorandum referencing this Agreement will be filed in the public records of Brazoria County, Texas. Other than the purchaser of a platted lot or reserve in the Project, any subsequent record owner of any portion of the Property is automatically bound to this Agreement, without the necessity of an executed assumption agreement. 6 15 No waiver of City standards. Except as may be specifically provided in this Agreement,the City does not waive or grant any exemption to the Property or the Developer with respect to City regulations or ordinances, including without limitation platting, permitting or similar provisions. 6 16 Approval by the Parties. Whenever this Agreement requires or permits approval or consent to be hereafter given by any of the Parties,the Parties agree that such approval or consent 20 shall not be unreasonably withheld, conditioned or delayed. Approvals and consents shall be effective without regard to whether given before or after the time required for giving such approvals or consents 6 17 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. 6 18 Interpretation. This Agreement has been jointly negotiated by the Parties and shall not be construed against a party because that Party may have primarily assumed responsibility for the drafting of this Agreement. 6 19 Enforceability The Parties intend this Agreement to be legally enforceable to the maximum extent permitted at law or in equity Specifically, the City waives governmental immunity as to suit for only a claim to enforce specific performance and related legal fees. THE DEVELOPER WAIVES ANY CLAIM FOR DAMAGES (OTHER THAN LEGAL FEES)AND THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY IS TO ENFORCE SPECIFIC ENFORCEMENT AND RELATED LEGAL FEES This Agreement is intended by the Parties to be a contract for goods or services contemplated by Texas Local Government Code Section 271.151 et. Seq The Parties recognize that the Developer would not expend significant sums to develop the Development and install the Improvements without the commitment of the City to timely reimburse the Developer as provided herein, and that the Developer relied on the legal enforceability of the City's obligations hereunder The City is accepting the benefit of the Project and the improvements. The City represents that it has currently available and budgeted funds to be allocated and designated for payment for the City's obligations hereunder 6.20 Contingencies. The validity and enforceability of this Agreement is contingent on the contingencies contained herein, and the terms of the 2022 DA shall be controlling until each of the following Contingencies is fulfilled. (a) Execution and delivery of the Set Aside Agreement by all parties thereto with confirmation of closing Developer's loan with TREZ within 90 days of the approval in (b)below; and (b) Approval of this Agreement by the City Council of the City by Resolution and signature by all Parties. When the Contingencies are satisfied, the City shall record an original of this Agreement and promptly provide copies to all parties and TREZ [Signatures begin on following page] 21 IN WITNESS WHEREOF,the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. CITY CITY OF PEARLAND, TEXAS, a home rule municipality By City anager ATTEST City Secretary • •eo °'�p,RLANQ,,,,. (SEAL) -Al .. .. 1.1 . \ r APPROVED AS TO FORM: (.3 City Attorney DEVELOPER. MASSEY OAKS DEVELOPMENT, LP By. Name Title By PESTK- Name r?€ L Ic VH Title Mir-'Arc, ACKNOWLEDGMENT STATE OF NEVADA § COUNTY OF WASHOE § The foregoing instrument was acknowledged before me this 24 " day of Ma , 2024, by Peter K. Ghishan, as Manager of Massey Oaks GP LLC, a Texas limitedbility company,the General Partner of MASSEY OAKS DEVELOPMENT LP,a Texas limited partnership, on behalf of said limited partnership Given under my hand and seal of office this'L4'day of (, J , 2024 Cd40 TAYLOR COBB Notary PuC iic in and for the State of Nevada * � Notary Public,State of Nevada • `` t � Appointment No.22-7119.02 V� My Appt.Expires Dec 9,2026 N• ACKNOWLEDGMENT STATE OF NEVADA § COUNTY OF WASHOE § The foregoing instrument was acknowledged before me this L4+ day of M(kV , 2024, by Ronald R. Cobb, as Manager of Massey Oaks GP LLC, a Texas limited. liability company, the General Partner of MASSEY OAKS DEVELOPMENT LP, a Texas limited partnership, on behalf of said limited partnership Given under my hand and seal of office this All day of M(" , 2024 C� TAYLOR COBB No Pu?'lie in and for the State of Nevada t';, =. r ,1 ,.Notary Public,State of Nevada Appointment No.22-7119-02 My Appt.Expires Dec 9,2026 111654.000126 4869-2056-6706.9 After recording,return to Darron Coker City Attorney 3519 Liberty Drive Pearland, Texas 77581 Exhibit A ( Legal Description of Property Exhibit A-1 Site Plan for the Project on the Property Exhibit A-2 Project Phases Exhibit B Required Regional Infrastructure (cost estimates and supporting documentation) Exhibit C Roadway improvements map Exhibit D Roadway cross-section Exhibit E Water Distribution improvements map Exhibit F Wastewater Collection improvements map Exhibit G Wastewater Service Area map Exhibit H Set Aside Agreement Exhibit I Subdivision Improvements Agreement(SIA) 111654.000126 4869-2056-6706.9 EXHIBIT A Legal Description of the Property TRACT 1 FIELD NOTES FOR 212.004 ACRES Being a tract of land containing 212.174 acres (9,242,293 square feet), located within the H. Stevens Survey, Abstract-593 in Brazoria County, Texas, Said 212.174 acre tract being a portion of a called 138 83 acre tract recorded in the name of Margurite Massey Smith Charitable Remainder Trust U.A. in Brazoria County Clerk's File Number (B C C.F No ) 2010013347, all of a called 5 00 acre tract of land recorded in the name of William Stephen Summers and wife, Lois Winifrede Smith Summers in Volume (V) 1318, Page 9 (P) 700 of the Brazoria County Deed Records (B C.D.R.), all of a called 5 00 acre tract of land recorded in the name of Lois Winifrede Summers in V 1775,P 250 of the B C.D.R., a portion of a called 5 00 acre tract of land recorded in the name of Lois Winifrede Summers in V 1775,P 248 of the B C.D.R.,all of a called 10.55 acre tract of land recorded in the name of Lois Smith Summers in B C C.F No 2013052681, a portion of a called 4 45 acre tract of land recorded in the name of Lois Smith Summers in B C C.F No 2013052682, and all of a called 45 00 acre tract of land recorded in the name of Lois Smith Summers in B C C.F No 2013052682, Said 212.174 acre tract being more particularly described by metes and bounds as follows(Bearings are based on the Texas Coordinate System of 1983, South Central Zone per GPS observations) Beginning at a 1-inch ion pipe found at the northwest corner of a called 151 44 acre tract recorded in the name of C.W Way in Volume 272, Page 103 of the Brazoria County Deed Records, same being on the east line of a Lot 44 of the Allison-Richey Gulf Coast Home Co Part of Suburban Gardens, a subdivision plat of record in Volume 2, Page 89 of the Brazoria County Plat Records (B C.P.R.), said Lot 44, recorded in the name of Plains Exploration &Production Company, L.P in B C C.F No 02-033007, for the southwest corner of said 138 83 acre tract and the herein described tract; Thence, with the east line of Lots 44 thru 42 all recorded in said B C.C.F No 02-03307,the east line of Lots 41 and 40 being recorded in the name of Jimmy Brown in B C C.F No 1998020191, the east line of Lot 39 recorded in said B C C.F No. 02-033007,.the east line of Lot 38 recorded in the name of Danny 0 Waldon in B C C.F No 96-0254867,the east line of Lot 37 recorded in the name of International Victory Christian Church in B C C.F No 2015007219, same being the west line of said 138 83 acre tract,North 02 degrees 36 minutes 15 seconds West, at a distance of 2905 73 feet pass a found railroad spike at the northeast corner of said Lot 39, and at a distance of 3862.37 feet pass a 5/8-inch iron rod with a Miller Survey Group (MSG) cap set on the occupied south Right-Of-Way (R.O W) line of McKeever Road (County Road 100 width varies, monumented at 62.7 feet, north 20 feet per Volume 2, Page 89, B C.P.R.), and continue in all a total distance of 3897.23 feet to a"P-K" nail set in asphalt pavement for the northwest corner of said 138 83 acre tract and the herein described tract; 111654.000126 4869-2056-6706.9 Thence,with the north line of said 138.83 acre tract, said 10.55 acre tract, said 5 00 acre tract (V 1775,P 248) and said 4 45 acre tract,North 87 degrees 21 minutes 45 seconds East, a distance of 2384.30 feet to a"P-K"nail set in asphalt pavement at the northeast corner of.said 4 45 acre tract, for the northeast corner of the herein described tract; Thence, with the east line of said 4 45 acre tract, South 02 degrees 36 minutes 15 seconds East, at a distance of 32.55 feet pass a 5/8-inch iron rod with a Miller Survey Group (MSG) cap set on the occupied south R.O W line of said McKeever Road, at a distance of 41 87 feet pass a 5/8-inch iron rod found, and continue in all a total distance of 246.27 feet to a 5/8-inch iron rod with a cap found on the northeast line of a called 1 1852 acre tract of land recorded in the name of the City of Pearland, Texas in B C C.F No 2011044376, from which a 5/8-inch iron rod with a CL Davis cap found bears South 51 degrees 41 minutes 48 seconds East, a distance of 12.55 feet; Thence, with the lines of said 1 1852 acre tract,the following four(4) courses 1 North 51 degrees 41 minutes 48 seconds West, a distance of 262 16 feet to a 5/8-inch iron rod with a cap found at an angle point; 2. South 87 degrees 18 minutes 40 seconds West, a distance of 49.92 feet to a 5/8-inch iron rod with a cap found at an angle point; 3 South 38 degrees 18 minutes 12 seconds West,'a distance of 107.26 feet to a 5/8-inch iron rod with a cap found at an angle point; 4 South 51 degrees 41 minutes 48 seconds East, a distance of 421 14 feet to a 5/8-inch iron rod with a cap found on the east line of said 4 45 acre tract, from which a 5/8-inch iron rod with a CL Davis cap found bears South 51 degrees 41 minutes 48 seconds East, a distance of 12.84 feet; Thence, with the east line of said 4 45 acre tract and the east line of said 138 83 acre tract, South 02 degrees 36 minutes 15 seconds East, a distance of 3465 72 feet to a 5/8-inch iron rod found at the northeast corner of said 151 44 acre tract,for the southeast corner of said 138 83 acre tract and the herein described tract; Thence,with the line north line of said 151 44 acre tract and the south line of said 138.83 acre tract and said 45 00 acre tract, South 87 degrees 21 minutes 45 seconds West, a distance of 2384.30 feet to the Point of Beginning and containing 212 174 acre of land. Save and except the following 0.1697 acre tract: Being a tract of land containing 0 1697 acres(7,394 square feet), located in the H. Stevens Survey, Abstract-593 in Brazoria County, Texas, Said 0 1697 acre tract being all of a called 0 1319 acre tract of land recorded in the name of the City of Pearland, Texas in B C.C.F No 2011044376 and all of a called 0 0378 acre tract of land recorded in the name of the City of Pearland, Texas in B C C.F No 2011044379; Said 0 1697 acre tract being more particularly described by metes and 111654 000126 4869-2056-6706.9 bounds as follows (Bearings are based on the Texas Coordinate System of 1983, South Central Zone per GPS observations) Commencing at a 5/8-inch iron rod found at the northeasterly corner of a called 1 1852 acre tract recorded in the name of the City of Pearland,Texas in B C C.F No 2011044376, Thence,through and across a called 4 45 acre tract recorded in the name of Lois Smith Summers in B C C.F No 2013052682,North 51 degrees 41 minutes 48 seconds West, a distance of 18.29 feet to a 5/8-inch iron rod with a MSG cap set at the southeast corner of said 0 1319 acre tract for the southeast corner of and Point of Beginning of the herein described tract; Thence, with the south line of said 0 1319 acre tract and 0 0378 acre tract, South 87 degrees 18 minutes 47 seconds West, a distance of 263 76 feet to a 5/8-inch iron rod found at the southwest corner of said 0 0378 acre tract, for the southwest corner of the herein described tract; Thence,with the west line of said 0 0378 acre tract,North 02 degrees 41 minutes 13 seconds West, a distance of 30 00 feet to a 5/8-inch iron rod with a MSG cap set at the northwest corner of said 0 0378 acre tract, for the northwest corner of the herein described tract; Thence, with the north line of said 0 0378 acre tract and 0 1319 acre tract, North 87 degrees 18 minutes 47 seconds East, a distance of 229.23 feet to a 5/8-inch iron rod with a MSG cap set at the northeast corner of said 0 1319 acre tract, for the northeast corner of the herein described tract; Thence, with the easterly line of said 0 1319 acre tract, South 51 degrees 41 minutes 48 seconds East, a distance of 45 74 feet to the Point of Beginning and containing 0 1697 acres of land. 111654.000126 4869-2056-6706.9 TRACT 2 TRACT 8 "A" FIELD NOTES FOR 72.279ACRES Being a tract of land containing 72.279 acres (3,148,490 square feet), located within the C.W Groos Survey, Abstract-525 in Brazoria County, Texas, Said 72.279 acre tract being a portion of a called 160 acre tract recorded m the name of Richard Rogers in Volume 103, Page 371 of the Brazoria County Deed Records (B.C.D.R.); Said 72.279 acre tract being more particularly described by metes and bounds as follows (Bearings are based on the Texas Coordinate System of 1983, South Central Zone per GPS observations) BEGINNING at a 5/8-inch iron rod found at the southwest corner of a called 40 0000 acre tract of land recorded in the name of Prabhakar Rao Draksharam in Brazoria County Clerk's File Number(B C.C.F No)2007030107, same being on the north line of a called 151 44 acre tract recorded in the name of C.W Way in Volume 272, Page 103 of the B C.D.R., for the southeast corner of said 160 acre tract and the herein described tract, said iron rod being on the Right-Of-Way (R.0 W) line of County Road 128 (30 foot easement reserved along the north line in Volume 124, Page 477 of the B.C.D.R., no easement reserved along the south line of said 160 acre tract found); Thence, with the north line of said 151 44 acre tract and the south line of said 160 acre tract, South 87 degrees 19 minutes 22 seconds West, a distance of 1232.03 feet to a 5/8- inch iron rod with a Miller Survey Group (MSG) cap set at an angle point for the southwest corner of the herein described tract in the east line of a called 13 655 acre tract recorded in the name of H.L.&P Co in Volume 1149,Page 240 of the B C.D.R., Thence, with the east line of said 13 655 acre tract, and the west line of the herein described tract,North 01 degrees 37 minutes 43 seconds West, a distance of 2636 06 feet to a 5/8-inch iron rod with a MSG cap set for the northwest corner of the herein described tract in the north line of said 160 acre tract and the south line of a called 247 91 acre tract recorded in the name of RMJ Miller Real Estate Holdings, Ltd. in B C.C.F No 2002020349; Thence, with the north line of said 160 acre tract, the south line of said 247.91 acre tract, and the south lines of a called 0.8902 acre tract of land recorded in the name of the City of Pearland in B C.C.F No. 2009045975,the following three(3)courses. 111654.000126 4869-2056-6706.9 1 North 87 degrees 17 minutes 52 seconds East, distance of 780.16 feet to a 5/8- inch iron rod with a MSG cap set at the northwest corner of said 0 8902 acre tract, for the westerly northeast corner of the herein described tract; 2. South 51 degrees 39 minutes 45 seconds East, a distance of 165.85 feet to a 5/8- inch iron rod with a CL Davis cap found at the southwest corner of said 0 8902 acre tract,for an angle point in the north line of the herein described tract; 3 North 87 degrees 18 minutes 49 seconds East, a distance of 279.87 feet to a 5/8- inch iron rod with a CL Davis cap found the southeast corner of said 0 8902 acre tract, same being on the lower west line of said 247'91 acre tract,and being on the east line of said 160 acre tract, for the easterly northeast corner of the herein described tract; Thence, with the lower west line of said 247.91 acre tract, the west line of said 40 0000 acre tract and the east line of said 160 acre tract, South 02 degrees 38 minutes 46 seconds East, at a distance of 1207 41 feet pass a concrete monument found at the southwest corner of said 247.91 acre tract, same being the northwest corner of said 40.0000 acre tract,and continue in all a total distance of 252716 feet to the POINT OF BEGINNING and containing 72.279 acres of land. 111654.000126 4869-2056-6706.9 Thence, with the north line of said 160 acre tract and the south line of a called 80 acre tract recorded in the name of Georgeanne and William Reaves in B C.C.F No. 99026030,North 87 degrees 17 minutes 52 seconds East, at a distance of 12.2 feet pass a railroad rail in concrete found at the called southwest corner of said 80 acre tract, from which a found 1-inch iron pipe bears South 76 degrees 10 minutes East, a distance of 30 8 feet, in all a total distance of 1222.23 feet to a 5/8-inch iron rod with a MSG cap set at the northwest corner of said 13 655 acre tract for the northeast corner of the herein described tract; Thence, with the west line of said 13 655 acre tract, and the east line of the herein described tract, South 01 degrees 37 minutes 43 seconds East, a distance of 2635 96 feet to the POINT OF BEGINNING and containing 72.584 acres of land. 111654.000126 4869-2056-6706.9 TRACT 3 Being a tract of land containing 25 062 acres (1,091,727 square feet), located within the H.T & B.R.R. Co Survey,Abstract-525,Brazoria County,Texas and being a portion of a called 80 0 acre tract recorded in the name of Robert Lew and William Lew in Brazoria County Clerk's File (B C C.F)Number (No ) 82034242. Said 25 062 acre tract being more particularly described by metes and bounds as follows (all bearings are referenced to the Texas Coordinate System of 1983 (NAD83), South Central Zone) COMMENCING at a "Railroad Rail" found on the north line of a called 72.584 acre tract recorded in the name of Massey Oaks Development LP, in B C C.F No 2017051899, for the southwest corner of said 80 acre tract, from which a 5/8-inch iron rod with Miller Survey Group (MSG) cap found on the east line of a called 33.298 acre tract (Tract 2) recorded in the name of Massey Oaks Development LP and being the northwest corner of said 72.584 acre tract, bears South 87 degrees 17 minutes East, a distance of 12.2 feet„ Thence,North 02 degrees 42 minutes 08 seconds West, a distance of 2,397.95 feet along the west line of said 80 0 acre tract to a 5/8-inch iron rod found at the easterly northeast corner of a called 1 1852 acre tract recorded in the name of the City of Pearland in B C C.F No 2011044376 also being the northwest corner of a called 5 6180 acre tract recorded in the name of the City of Pearland in B C C.F No 2009032506 for the southwest corner and POINT OF BEGINNING of the herein described tract; Thence,North 02 degrees 42 minutes 08 seconds West, a distance of 253.55 feet continuing along the west line of said 80 0 acre tract to a "Mag Nail" set in the centerline of McKeever Road (C.R.100)(width varies as per Volume 2,Page 10,Brazoria County Deed Records (B C.D.R.))for the northwest corner of the herein described tract; Thence, North 87 degrees 19 minutes 33 seconds East, a distance of 1,320 00 feet along the centerline of said McKeever Road and the north line of said 80 0 acre tract to a"Mag Nail" set for the northeast corner of said 80 acre tract and the herein described tract; Thence, South 02 degrees 42 minutes 08 seconds East, a distance of 1,400.59 feet to a 5/8-inch iron rod with MSG cap set at the northeast corner of said 5 6180 acre tract for the southeast corner of the herein described tract; Thence,with the northeast line of said 5 6180 acre tract,North 51 degrees 41 minutes 48 seconds West, a distance of 1,749 17 feet to the POINT OF BEGINNING and containing 25 062 acres of land. 111654.000126 4869-2056-6706.9 TRACT 4 Being a tract of land containing 49 654 acres (2,162,942 square feet), located within the H.T & B.R.R. Co Survey,Abstract-525,Brazoria County,Texas and being a portion of a called 80 0 acre tract recorded in the name of Robert Lew and William Lew in Brazoria County Clerk's File (B C C.F)Number (No) 82034242. Said 49 654 acre tract being more particularly described by metes and bounds as follows (all bearings are referenced to the Texas Coordinate System of 1983 (NAD83), South Central Zone) BEGINNING at a"Railroad Rail" found on the north line of a called 72.584 acre tract recorded in the name of Massey Oaks Development LP, in B C C.F No 2017051899, for the southwest corner of said 80 acre tract, from which a 5/8-inch iron rod with Miller Survey Group (MSG) cap found on the east line of a called 33.298 acre tract(Tract 2)recorded in the name of Massey Oaks Development LP and being the northwest corner of said 72.584 acre tract, bears South 87 degrees 17 minutes East, a distance of 12.2 feet, , Thence,North 02 degrees 42 minutes 08 seconds West, a distance of 2,212 44 feet along the west line of said 80 0 acre tract to a 5/8-inch iron rod found at the easterly southeast corner of a called 1 1852 acre tract recorded in the name of the City of Pearland in B C C.F No 2011044376 also being the southwest corner of a called 5.6180 acre tract recorded in the name of the City of Pearland in B C C.F No 2009032506 for the northwest corner of the herein described tract; Thence, South 51 degrees 41 minutes 48 seconds East, a distance of 1,749 17 feet along the southwest line of said 5 6180 acre tract to a 5/8-inch iron rod found on the east line of said 80 acre tract and marking the southeast corner of said 5 6180 acre tract for the northeast corner of the herein described tract; Thence, South 02 degrees 42 minutes 08 seconds East, a distance of 1,064 75 feet to a 3/4-inch iron pipe found on the north line of a called 13 655 acre Houston Lighting and Power Fee Strip recorded in Volume 1149, Page 240, in the Brazoria County Deed Records (B C.D.R.) for the southeast corner of said 80 acre tract and the herein described tract; Thence, with the north line of said 13 655 acre tract and said 72.584 acre tract, South 87 degrees 17 minutes 52 seconds West, a distance of 1,320 00 feet to the POINT OF BEGINNING and containing 49 654 acre of land. 111654.000126 4869-2056-6706.9 EXHIBIT A-1 Site Plan for the Project on the Property 111654.000126 4869-2056-6706.9 t I i I t I I i '� I I I I 1 1,_I l i I i 1 1 ! ! i i LOT SUMMARY _.-_ I _ ____JT_-/•+-:.-.+- r- - -- --- ----F--I---- �'Y---'T -• -' ---J O sr A 720' 810 LOTS 87% L t �111111 --S.r RANCH:Ro - T O 85'A,20' DOC LOTS 33% fit- �� ` t. s 7... ' 1 . r: t LEW)12gCT B.LR. I II • 1 iSEEC.4rj^ , N. • ...,. ,.. e20.7Ac S24 TOTAL LOTS 1 It as ' 707ACRESOPENSPACE ME mg 434.0 fTT;tz..k- aDLdf� \, iga ! r£ r (TYR8DY120) I II i I, .. , van;a N i t 11 um w LAKE/DEL ill•�..111�i I ( ! I. �� 3at I,II REC. , • 11'tl o C1.1 imil. r x `'a 3 I ! :uj1lpiI; _ C:-3E1f1 TRACT =up •T- ,i =...„„,.... .... at ,,i1L\ \,„,„„ NE • pi. ♦ Cmi CCimCX' ! — •- Ng am mum WOE N. i 1 NW C,.;3ta e. r S o:s LAKE/DEL I�l KEI _.._.._.._.._ ..��T1s'P{ 2 I• F naBAe x , DEi \ — _ .I I1,.2. I • AD'hls') WCE! [ SEA TA;.. \` 7 -' . Ilf14 A�'I� % g 'miL It"'t�s,oa>+ rn 11l� —.--.--.—.._.._.._.._ _No . -111111 is = SEC,12 Ana �S 112D) 111r 11111111, AKE,.,.. �_ .!� , LAKE/ - -.MOTS _'1:.-�04._i.w D 1�IIII� -A?IIR-AcIOKT acre.ji. On M-/ mtittar tzo7 �JJ II a `-LAKE/OET SEC,8 SEC.,C-! I i !/i, 1 7Oi@0) RYPSSauD� 1111111� oEr. I� _ t._.._...� / _ 415,0M. sWAAe teA'� LAKE/ ` 111l�e .. CET.Am OM i ll / \ Wm fr-,.- I: / 1 SECpoT,f Wm S I LOTS I _„EC.13 I: /I ` = rtvPETill0 j ... _ s2DJ4l�°1 i._.. 11 _..� // —Ilillllll 1� ! 1 /U IJ :ui�• nnurnl 1 iur.` I; HASTINOI`CANNOMROAO '.. _..i ..i. `D • CONCEPTUAL LOTTING PLAN 0` ! • i i • • i I ! i i i i I i i MASSEY OAKS N t431 5 ACRES OF LAND oo 00 PEARLAND, TEXAS e�:�. v AMR 11,t0# 1M1 H nti iw,aai..� UM Han mil Ll]aLlf H1Dp N 4 EXHIBIT A-2 Project Phases 111654 000126 4869-2056-6706.9 r 1 r '1 V I LOT SUMMARY \ I I 1 I 11 / \\I-•'-'11 \ T,,,I I I I-I I I 1_-I j--J 0 66'A 120' 618 LOTS 67% tl _ - —_---I--�- - -� ii 1 I / I I O 66'A 120. 306 LOTS 33% 1L-__ [__ -OIOtdASSET RANOH.ROA -`� „S„ i--1---- -} _T �i •`,"� i11 LEW TRACT B.T.R. - =." rr 111�eelul e `\ `1 "�'. ;I x a' t¢30u j 924 TOTAL LOTS �'`—`-- 1 1 -� 1 c. O0.TAc IL. ,__ . \ \' 1.•••,V '41„� j 70.7 ACRES OPEN SPACE r II / SEC:1 '• II 1rtnLors sr \ 6SsEois \ b, •'"•;; ss, ?. MASSEY TRACT _.._ _..}.._._.._._.._.II---'-• m:7siAe07 S ,,,,,„A120) I DOG 'Wrii .-s•`fi PHASING LEGEND a I 'II �'\�'1`,' ` = sNAAc {(PAR LAKE I.• �I I I v �r��S `\T?` •'D� I= PHASE 1 v w 2 THE GROVE. m1Ae 'tl]�t I I I. 0 PHASE 2 _ - .\� 1 O PHASE 3 11 DM ' 0 _ '41I j 0 PHASE 4 ,j 11 No LAKE/DET. . El, tale 'E�,•1 - 0 PHASE 6 >r ifi•Ac. 1OaI 1L.._.._.._._.._.._.. � 4111-- 1 2 WW2 PODKET. ' I PARK I SEC.4>>• y` '10�r 1) LEW TRACT _.._.._.._._I_.._.._._.._. II i. e sm.-_ '\\ SEC:13 I�REC. 11 !...4"- .LEW-TRACT:, -- l I PHASING LEGEND • [7r,4t2oa, ,4$;14_e� uaAc R1 ':liBA'Ac SINGLE=FAMILY` - - (`YP3p':RO') .0 1Ko�rnS"'im 1 0 PHASE 1 E itiDhc � , (rrvs0..I I r OET \ I 0 PHASE 2 k � 111 IIi: J ! J Si I � '. go. I C SEC:5, 1. _.._.._.._ ..-..--._.._.-..—._. IflI 2 3 IO!8 LAKE/D� '�, . ('TY`P.SSk120)� �i L.QT� else Ae' ' a.m. \`� Rrio.2'Ac Efi'i170'I. U. ' j \\ ` I I-1 tibl An,- 1oET. 1]11t111■. \ Lolly " 1101 113A¢ �I �� sEg s: i, p 111111 -'--'-'._.._._"._.. C 11�IIIrnllll � . ��" " a WI(TYP�1c p•�' - � C 1�/I� di to�. N. � s �`IlIr11, 11/ ��im •�``'t %}�1. C 0 2= SE oie EVE-74 —0 11n LAKE/ p eat _.- _._._.._.. . P5A-49). '---s'teal C 1.. = Pm +Kek •I .DET. i21sAc% LAKE/ . r21'OA' r yGET. I f¢•Aa _ I� G.1/�rellrlueurwall>furulu -.—�-- ._____.._..-"_. SEC.8. SEC.10 I 1 1 so 1111111 I_.._..I. 1 S3LOT8 ```` CEL' a '. _.. •/ SS LDTS(TYP36'A120) (TYPB-'T20) r.mums ,i•?'�'• I e LAKE, .... 1: tt60Ac *134A'. 1. E = DEf 1�= j II / ��111 .ILIA y C „¢3Ac. M SEC.13 ) .. , / 11� SEC'11 .. I Its n�Lors s 112LOT6 I nmunull �•a1M) I• _ Ij / \ S. . I(TYP6Bit21: MI. 1 M� t267 AG. .. ! ]"� I! �' Illrinlllllrl: I II I. / ..11111111U11 `1. �rnlrlrll11111 1` i anI nnm► . �1 uunel+ m _.._.._: r:_'-(__ ! HASTINGSDANNON'ROAD ._(_-.1_.y _.. TT r I I I / 1 'I Il l ... PHASING EXHIBIT ii l T MASSEY OA..KS '° T a t431 5 ACRES OF LAND 'Uf'i.F.;:�"" .... 1 PEARLAND, TEXAS OM .^aiteaetetes r DOE SIM n ='1=.y •e== " 74.1 -= h Should the PD change the Project phasing, then the Project Phases for the purpose of this Development Agreement shall also change and this exhibit shall be changed to be consistent with the revised PD 111654.000126 4869-2056-6706.9 EXHIBIT B Massey Oaks Development Agreement cis Cost Estimates&Supporting Documentation Key Road Facility Status Phase Cost Source This has been designed pursuant to former standards.We 1 CR 100(Adjacent to expect amendment to hydrology study and plan revisions to AAA Bid 03192024 ($4,764,889.45)Property) take a few months assuming expedited review. CR100(West of The asphalt reconstruction has not been designed,but we Phase 2(NTP prior to AAA Bid 03042024 2 Property) have confidence inMA based on their work in Pearland acceptance of 475th i $8,146.ncludes 3%i624.14,inflation ($487,567.00) Massey lot and complete on hard costs, engineering of CR 10D&FM 1128 This has been designed and will be updated to match new prior to acceptance of RGME OPC 04232024 3 Intersection scope. 650th Masseylot) $35contin and 25% P contingency ($656,128.71) CR100&Harkey Road This has been designed and will be updated to match new AAA Bid 24 4 Intersection scope. (included above above)& S75,200.58 from Lew TIA 4A CR 100(Lew Trail This will be removed pursuant to Assignment. N/A NIA N/A frontage) 5 North Harkey Road This has not been designed. Phase 3 Subject to PCI Subject to PCI This was a Phase 1 project that will be completed in Phase Phase 1 Phase 2 6 South Harkey Road 2. Construction is approximately 75%complete and existing (complett e prior to S576,559.61,includes Remaining Contract (CR100 to Collector) contract is in place_ acceptance of 500th 10%contingency Balance with JL Rivera Massey lot) South Harkey Road This has not been designed,but updated cost estimates has 7 (Collector Rd to been provided. Phase 3 S1,254,504.00 RGME OPC 05072024 Hastings Canon) Hastings Cannon Road This has not been designed,but an updated cost estimate 8 (Adjacent to Property) has been provided. Phase 3 $1,574,694.00 RGME OPC 05082024 9 Hastings Cannon Road This has not been designed,but an updated cost estimate Phase 3 (East of Property) has been provided. t 4, g EXHIBIT B Massey Oaks Development Agreement 00 Cost Estimates&Supporting Documentation rn Key Water Facility Status Phase Cost Source FM 1128(CR100 to 10 CR101) Complete and accepted by City of Peadand Phase 1 Complete Complete 11 CR 100(FM1128 to Complete and accepted by City of Peadand Phase 1 Complete Complete Harkey Rd) 12 Veterans Dr(CR100 to Design complete and plans approved. See INF22-00013,- CR101) 00014,&40033 Phase 2(NTP prior to 400th Massey building $2,914,362.50, permit and complete includes 25% RGME OPC 05092024 prior to 500th Massey contingency CR 100(Harkey Rd to Design complete and plans approved. See INF22-00013,- building permit) 13 Veterans Dr) 00014,&-00033 This was a Phase 1 project that will be completed in Phase Phase 1&Phase 2 Harkey Road(CR100 to 2.This is included in the construction contract for Key 6,S (complete prior to Remaining Contract 14 Collector) Harkey ROW. Construction of the waterline component is acceptance of 500th See Key 6 Balance with JL Rivera 99%.complete and existing contract is in place. Massey lot) • Harkey Road(Collector This has not been designed,but an updated cost estimate . 15 to Hastings Cannon) has been provided. Phase 3 $277,840.00 RGME OPC 05082024 Key Sanitary Facility Status Phase Cost Source 16 North Harkey Complete and accepted by City of Peadand Phase 1 Complete Complete (Ravenwood to CR 100) This was a Phase 1 project that will be completed in Phase Phase 1&Phase 2 17 South Harkey(Lift 2 Construction is approximately 99%complete and existing (complete prior to $205,873.80, Remaining Contract Station&Force Main) acceptance of 500th includes 10% Balance with 5J Services contract is in place. Massey lot) contingency 2 Keys 1 -4 April 23,2024 CR-100 AND HARKEY ROAD FOR THE CITY OF PEARLAND PRELIMINARY ENGINEER'S ESTIMATE FOR THE CONSTRUCTION OF PAVING&STORM SEWER CR I00AND FM11281NTERSECTION I. DISTRICT ITEMS(CR I08&HARKEY ROAD) DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL A. PAVING SITE WORK ITEMS 1_ Mobifizatiorr LS_ 1 $37,500.00 $37,500.00 2 Corustrucfian Staking for Paving LS 1 $13,000.00 $13,00100 3. Erosion Control During Conslauction LS. 1 $5,000.130 $.$,000.00 4_ Clearing,Grubbing And Site PreParaticn; Complete In Flamm A.C_ 128 $5,00100 $6;400.00 5. Clean and Demuck Existing Roadside Ditches; Complete In Place AC. 0.25 $ ,000.110 $1,250.00 6_ Salvage,Haul,and Stockpile Reclaimed Asphalt Pavement S.Y 950 $5.50 $5,225_00 7 Remove driveways,all thickness SF 324 $10.00 $3,240.00 6. Restore Disturbed Areas to Existing Condition or Better,Complete In Place L.S. 1 $1,000_00 31,000.00 9_ Proposed 3-Legged Traffic Signal L.S. 1 $350,130100 $wID,000.00 10 Excavation C.Y. 532 $30.00 315,973.54 11. Hydrsmuich;Complete In Place A.C. 1 $2,500 00 $1,250.,1 12 Roadside Ditch;Complete In Place IF. 1,248 $6.110 $7,468.00 TOTAL-PAVING SITE WORK ITEMS 3447,326.54 B. PAVING ITEMS 1. 1.5"H.MAC-Pavement(Surface Course) TON 177 $125.00 $22,090.73 2 1.5"H.MAC_Pavement(Level Course) TON 177 $125.00 $M,096.73 111654.000126 4869-2056-6706.9 Keys 1 -4 DESCRIPTION UNIT OUAUI1TY UNIT PRICE TOTAL 3. 9"Flexible Base Caultee CY 532 $75.00 $39,933.85 4_ Cement TON 45 $225.00 S19,663_33 5_ Cement Treatment of Base S.Y 2,139 $7.4i $141,908.64 6. 6"Reinforced Concrete Pavemtentt For Driveways;Includes Excavation AEI a Lime StabElzalion;Complete In Place S.Y. 155 $TD_OID $111,650_00 7_ Asphalt Tack Coat(0.i151SY));Complete In Place GAL 319 $4_5 9 $1,2 7.88 8. Traffic Control Pavement Markingo And Signage;Corplete lino Place LS_ 1 $P,m©O:©© $5,000.00 9_ Tentpararyv Traffic Control Dining Pawing Construction LS. 1 526,060.00 $26,600.00 TOTAL-PAVING ITEMS $152,227 C. STORM SEWER ITEMS 1. 6'x3 R.C.B.Storm SewerStubout Includes Cement Stab llaed Bedding And Bac ill; Complete In Place LF 53 $650,00 $34 45E106 2 5"Reinforced Concrete Slope Paving Complete In Place S.Y. 25 $85_OIl $2125.819 3, Cut 3-6'XY iRC.B_Culverft,Remove And Dispose of Existing Headwall And Comrrete Slope Paving,And Connect To RCB(AID Inclusive);Complete In Place LS_ 1 $29,1I110.00 911,606.06 TOTAL-STORM SEWER ITEMS $56,575.00 111654.000126 4869-2056-6706.9 Keys 1 -4 COST SUMMARY A_ TOTAL-PAVING SITE WORK ITEMS $447,328.54 B. TOTAL-PAVING ITEMS $1527 17 TOTAL-STORM SEWER ITEMS $560575.60 [SUBTOTAL 656126b71 4-23%CONAINGENCIES 131,225.74 GAD TOTAL $767,354.46 CONSTRUCTION COST SUMMARY CM! DEVELOPER CATEGO TOTAL COST COST COST I.1 fl®%District Cost(terns $787,354A6 $787.354.46 TOTALS $787,354.46 $0.03 $787,354.46 ffIetes 1) Prune Adjustments ents wrli be necessary,a1terthree months from the c8ane off this estimate_ 2) This esti:matte does not include costs associated with pipeline adlrusidorettt or o rocatiurm. 3) This estimate does not include costs associated with existing teillty adjustments. 4) This estimate does not include costs to relocate power pores. 5) This estnuaate assumr no burring of clearing and grubbing.itvn71 be hauled 0) Geoechonical report provided by GET dated December2f2+f. This estimate utilizes the a,Thait pavement reconstruction scold=for&{erndge Rd.Hrilland Rd.and Harkey Rd in PCT 2(tonal streets).CR1C19 is an anticipated MajorThoroughfarre petite City off Feadand Thouougbffaoe Plan.The podded section may not poor ide the strength neoessary for a Mayor Thoroughfare traffic[loading.Comrd'maltion with City of Readmit to deter rei ne acceptance of pavement 7) section is needed. g) This esticmate does not include any costs for easement acquisition. 9) My costs associated with phasing of the pwyect are cxamsidened irmaidental to the lne hirers detailed in time OFC. 119) illais estiMatte assumes no down sbeam channel.storm seder.or detention'fa clay improvements Will be necessary. 11)This estimate does not include costs for sloe water quality features. 12) This estiaOsate assumes CenterPoint will be ale for ueiocatirgg the power Was out of the area of the basins. 13) This includes bonds.insurance.tab testing,permits.license fees.etc 14) Devaluing may be required since Gestech Report is not available ,fir P435Ui8lE r rrm tO„? weats enemy Demsms.002CSI1OPtm tEngneertngrOcet EsinneolcrmairwestPrenincretes )Fmrtt2--e -nrucicoat 111654.000126 4869-2056-6706.9 Keys 1 - 4 Asphalt Paving Inc. 19155 Circle Lake Dr,Pinehurst,TX 77362 Once:(e 13p 896-7373 Fax:(281)2599-8616 This quotation is prepared tor: R,.G. Miller PROJECT NAME Gourd,Road 100 Rehabiilta0ioin, Mier PREPARED':'Y: Daniell Danger • 1PROJECT DESCRIPTION:Roadway Rehab.AsphaltO'.nerray LOCATION:County Road TOO,Pearrandl,TA AAA BID 031347 ATTN:Shawn Pacidhofer CONTACT:281.221.8577 SPachlhofergsrawtiller_oann DATE(1511312024 QUOTATION OF SERVICES ITEMS DESCRIPTION QUANTR Y UNIT I UNIT PRICE TOTAL COST t MoblEzafbn of Moen and Equipment 1.IM EA $ 5,O02_011 $ 5,020.02 , 2 Banrucac9es,starts and traffic handling aturingi construction 2129 QJIO $ ,50a0Qt $ 5,583D.0D 3 Preparing ROW 3:1:10 AC ,$ 2W8D1102 $ 43,013D.00 • 4. 'Roadway Excavation 120D_O13 CY $ 25113 $ B2 D+ 2.00 5 Flex Base Onsta1 a1iinrt To increase Road Base Depth 1309.013 CY $ B: OD $ 88,409_81:1 5 Cement Slurry 125.00 TN $ 385.02 $ 75.;275_1115 6 - Cement Treat Existingl'd+lew Base to a depth of 2" 7733.09 SY $ 14.02 $ 1219,252.813 7Tack Coat 113d_©D GAL $ 5.00 $ 5t850_29 8 Roadway Striping to Match County Specs 1.DLI LS $ 7.252_02 $ 7250.02 3 Asphalt Level Up and Suaface,Total 3"HMO Type D 11:154.33 TN $ 145.02 $ 15428Q_IUD $ - $ $ - $ - , PROJECT SUBTOTAL I $ 427,517.8131 TX State Sales Tax(8,25%)-" GRAND TOTAL $ ,567_O1 "if protect is non taxable send tax ceit Excludes:testing,permits,8 anything not specifically stated above. 111654.000126 4869-2056-6706.9 Keys 1 -4 PAYMENT IS DUE Ile DAYS AFTER INVOICE DATE AAA shag retain the right to Tammuz any materials or file Oen for which payment is at feast thirty(30)days past due. Past due accounts shall incur a two percent(2%);A,.,r month interest charge on the outstanding balance, THIS BID ES VAUD FOR THIRTY(3O)DAYS ADDITIONAL TERMS OF THIS PROPOSAL/AGREEMENT ALL WORK PERFORMED:;YAAA IS GUARANTEED FOR ONE(1)YEAR FROM THE DATE CF COMPLETION.EXCLUDED IN THIS GUARANTEE ARE ANY DEFECTS IN THE ASPHALT CAUSED BY BASE FAILURES.BASE FAILURES INCLUDE AREAS OF WATER"PONDING;WHEN THE BASE IS EXISTING OR INSTALLED BY OTHERS,THE SUB-GRADE HAS':SEEN PREPARED BY OTHERS,OR WHEN OVERLAID ASPHALT IS TIED INTO PREEXISTING CONDITIONS. AAA WILL COORDINATE WITH PROPERTY OWN a.CR MANAGEMENT TO M[NIM2E ANYINCONVEMENCE TO ALL PARTIES. OWNER/MANAGEMENT IS RESPONSIBLE FOR RELOCATION REMOVAL OR REROUTING OF ALL VEHICLES PRIOR TO START UP OF CONSTRUCTION. ANY TOWING WILL BEAT MINER/MANAGEMENT REQUEST AND OWNER/MANAGEMENT OR VEHICLE OWNER EXPENSE. AAA WILL NOT BE RESPONSIBLE FOR ANY DAMAGES,E.G_GRAFFITI,HAND CR FOOT PRINTS TIRE MAR.1ONGSti,ETC, TO FRESHLY FINISHED CONCRETE,ASPHALT OR SEALANT. AAA WILL NOT,:;E RESPONSIBLE FOR UNDERGROUND UTILITY SERVI CE,UNLESS"LOCATED AND MARKED"BY OWNER OR CONTRACTED TO DO SO PRIOR TO CONSTRUCTION COMMENCEMENT INCLUDING BUT NOT LIMITED TO SECURITY GATE LOOPS AND UNDERGROUND WIRING,TELEPHONE,CABLE,ELECTRICAL,GAS,S••INKIER SYSTEM ETC. •ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED. BID IS BASED UPON BEST QUOTE FROM SUPPLIERS AND IS CONTINGENT UPON AVAILABILITY FROM THAT PARTICULAR SUPPLIER. INDUSTRY SHORTAGES OR MAJOR CONSTRUCTION COMPONENTS MAY RESULT IN RENEGOTIATION OF PROPOSAL/AGREEMENT. -ALL WORK PERFORMED BY AAA IS TO BE COMPLETED IN A TIMELY MANNER. •ANY ALTERATION OR DEVIATION FROM THE INCLUDED SPECIFICATIONS INVOLVING EXTRA COSTS WALL BE PERFORMED ONLY ON EXECUTED,,WRITTEN ORDERS,AND WILL BE CHARGED OVER AND ABOVE THE ORIGINAL BID ESTIMATE/ORDER. •AAA IS INSURED FOR$2,0(MI OQO GENERAL LIABILITY,S1,O130,D00 AUTQ UMBRELLA AND WORKER'S COMPENSATION WITH AN'A-RATED CARRIER AND WILL PROVIDE CERTIFICATE OF INSURANCE UPON REQUEST. We thank you for the appndIorulty to hid your request and look forward to doing business with yowl Should you have any questions regarding this proposal/agreement,please cal the bid Estimator. Respectfatily Submitted, ACCEPTED: AAA Asphalt Paving,Inc.. Daniel Ringer Authorized Signature for Customer Name Estimator Date Typed 1 Printed Name&Title Date SIGNED CONTRACTURAL PROPOSAL/AGREEMENT MUST BE RETURNED PRIOR TO STARTUP OF PROPOSED AND ACCEPTED SCOPE OF WORK AAA Proposal,Bid No.0047 7 111654.000126 4869-2056-6706.9 Asphalt Paving Inc. 19155 Circle Lake Dr,Pinehurst,TX 77362 Office:(7i3)896-7373 Fax:(284)259-8616 This quotatiion is prepared for: R.G. Miller PROJECT NAME:County Road 100 What:Madan.RS-Mier PREPARED BY: Daniel Danger PROJECT DESCRIPTION:Road Remo_Concrete paring LOCATION:Courtly Road 10Q.Peardand.TX AAA BID NO_01349-1 ATTN:Sham Pad Ihofer CONTACT:281.92t_8e a,SPachlhofer +rgcniller ccm m SATE:0513,+2II24 QUOTATION OF SERVICES ITEMS DESCRIPTION QUANTITY UNIT UNIT PRICE TOTAL COST XX See attached puking items for Masssey Rd Frontage i - 3 $ - $ PROJECT SUBTOTAL $TX State Sales Tax(8 %Jl" - — GRAND TOTAL $ 4,7'Ii4,889.d.1 , "iff project is non taxable send tax cert :Excludes:testing,permits,&anything not specifically stated above. 05/13/2024 111654.000126 4869-2056-6706.9 2024-0059 CR100 Road Replacement Budget (Massey ***Daniel Dinger BID TOTALS Biditem Description Quantity Units Unit Price Bid Total 1 Mobilization 1.000 L.S. 75,000.00 75,000.00 2 Constriction Staking for Paving and Storm 1.000 L.S. 3,500.00 3,500.00 3 Erosion Control During Construction 1.000 L.S. 5,000.00 5,000.00 4 Clearing,Grubbing And Site Preparation;Complete 2.624 A.C. 8,000.00 20,992.00 5 Clean,Demuck and Fill Existing Roadside Ditches; 0.768 AC. 8,000.00 6,144.00 6 Remove and Dispose of Existing Asphalt Surface and 5,231.635 S.Y 12.00 62,779.62 7 Remove driveways,all thickness 3,035.520 S.F 5.00 15,177.60 8 Restore Disturbed Areas to Existing Condition or B 1.000 L.S. 7,000.00 7,000.00 9 Proposed 4-Legged Traffic Signal 1.000 L.S. 175,000.00 175,000.00 10 Imported Dirt;Complete In Place 13,150.000 C.Y 30.00 394,500.00 11 Spoil To Be Hauled To Massey Tract for Detention D 6,300.000 C.Y 15.00 94,500.00 12 10'Reinforced Concrete Pavement With 6' Concrete 8,427.556 S.Y 125.00 1,053,444.50 13 6"Reinforced Concrete Pavement With 6"Concrete C 212.333 S.Y 82.00 17 411.31 14 2"H.M.A.C.Pavement;Includes Excavation And 10" .112.000 ) S.Y 42.00 4;704.00 15 6"Reinforced Concrete Pavement For Driveways;Inc 442.000 S.Y 81.00 35,802.00 16 2"H.M.A.C.Pavement For Driveways;Includes Excav 236.222 S.Y 42.00 9,921.32 17 Asphalt Tack Coat(0.15/SY);Complete In Place 52.233 GAL 9.00 470.10 18 Concrete/Asphalt Header At Pavement Connections;C 3.000 EA. 2,000.00 6,000.00 19 Pavement Connection At Bridge(All Inclusive);Com 1.000 EA. 5,000.00 5,000.00 20 Concrete Median Nose Painted Black;Complete In P1 13.000 S.Y 125.00 1,625.00 21 Flex Beam Guardrail;Includes Terminal Sections;C 33.000 L.F 75.00 2,475.00 22 City Of Pearland Type III Barricade;Complete In P 10.000 EA. 3,000.00 30,000.00 23 6'Concrete Sidewalk;Complete In Place 1,287.000 S.Y 65.00 83,655.00 24 Wheel Chair Ramps;Complete In Place 6.000 EA. 5,000.00 30,000.00 25 Structural Concrete Retaining Wall;Complete In PI 15.000 S.Y 975.00 14,625.00 26 Traffic Control Pavement Markings And Signage;Com 1.000 L.S. 25,000.00 25,000.00 27 Temporary Traffic Control During Paving Constructi 1.000 L.S. 5,000.00 5,000.00 28 Mobilization 1.000 L.S. 75,000.00 75,000.00 29 Erosion Control During Construction 1.000 L.S. 5,000.00 5,000.00 30 Hydromulch;Complete In Place 4.480 AC. 2,500.00 11,200.00 31 Remove Structures,S.E.T Fences,Etc;Complete In 18.000 EA. 2,000.00 36,000.00 32 Remove Existing Storm Pipes(All Sizes);Complete 937.000 L.F 21.00 19,677.00 33 Utility Spoil To Be Hauled To Massey Tract;Comple 15,370.000 C.Y 15.00 230,550.00 34 Temporary Traffic Control During Utility Construct 1.000 L.S. 5,000.00 5,000.00 35 6'x5'R.C.B.Storm Sewer,Includes Cement Stabiliz 844.000 L.F 950.00 801,800.00 36 60"R.C.P Storm Sewer,Includes Cement Stabilizat 852.000 L.F 750.00 639,000.00 37 48"R.C.P Storm Sewer,Includes Cement Stabilizat 483.000 L.F 450.00 217,350.00 38 36"R.C.P Storm Sewer,Includes Cement Stabilized .130.000 L.F 375.00 48,750.00 39 30"R.C.P Storm Sewer,Includes Cement Stabilized 121.000 L.F 225.00 27,225.00 40 24"R.C.P Storm Sewer,Includes Cement;Stabilize 939.000 L.F 175.00 164,325.00 41 18"R.C.P Storm Sewer,Includes Cement,Stabilize 90.000 L.F 135.00 12,150.00 42 Type"C"Manhole(42'And Smaller);Complete In P1 0.000 EA. 5,000.00 0.00 43 Type"C"Manhole(48"And Larger);Complete In PIa 10.000 EA 7,500.00 75,000.00 44 Type"AD' Inlet On R.C.B.Storm Sewer;Complete In 0.000 EA. 8,000.00 0.00 45 Type 'C'Manhole(42'And Smaller)With Type AD' 1.000 EA. 8,000.00 8,000.00 46 Junction Box with Type 'E Inlet Top;Complete In P 1.000 EA. 7,500.00 7,500.00 47 Junction Box;Complete In Place 3.000 EA. 5,000.00 15,000.00 48 Type"C"Inlets;Complete In Place 9.000 EA. 5,000.00 45,000.00 49 Type"AD"Inlet;Complete In Place 4.000 EA. 5,000.00 20,000.00 50 Type"AAD' Inlet;Complete In Place 1.000 EA. 5,000.00 5,000.00 51 5"Reinforced Concrete Slope Paving;Complete In P 622.000 S.Y 55.00 34,210.00 52 Auger R.C.P Storm Sewer(48"&Smaller);Complete 221.000 L.F 0.00 53 Tunnel And Jack R.C.B.Storm Sewer(All Sizes);Co 235.000 L.F 0.00 54 Roadside Ditch;Complete In Place 2,452.000 L.F 18.00 44,136.00 55 Trench Safety System For Storm Sewer Construction 3,329.000 L.F 10.00 33,290.00 Bid Total > ,k76'41889 4' r 111654.000126 4869-2056-6706.9 PAYMENT IS DUET 0 DAYS AFTER INVOICE DATE AAA sham retain the right to rearnsuutie any materials or file Ben for which payment is at least thirty(30)days past due. Past done accounts shall incur a two percent(2%)per month Intairest champ on the IOUS tandEng balance. THIS BID IS VAUD FOR THIRTY(30)DAYS ADDITIONAL TERMS OF THIS PROPOSAL!AGREEMENT ALL VJORI{PERFORMED BY AAA IS GUARANTEED FOR ONE(1)YEAR FROM THE DATE OF COMPLETION. EXCLUDED IN THIS GUARANTEE ARE ANY DEFECTS IN THE ASPHALT CAUSED BY BASE FAILURES.BASE FAILURES INCLUDE AREAS OF WATER"PO'UDING,WHEN THE BASE IS EXISTING OR INSTALLED BY OTHERS,THE SUB-GRADE HAS:,EEN PREPARED BY OTHERS,OR WHEN OVERLAID ASPHALT IS TIED INTO PREEXISTING CONDITIONS. AAA WILL COORDINATE WITH PROPERTY OWNER CR MANAGEMENT TO MINIMIZE ANY IN NVENI WE TO'ALL PARTIES. O%,MER/MANAGEMENT IS RESPONSIBLE FOR RELOCATION,REMOVAL OR REROUTING OF ALL VEHICLES PRIOR TO START LOP OF CONSTRUCTIONL ANY TOWING WILL BEAT OWNERMIANAGEMENNT REQUEST AND OWNERIMANAGEMENT OR VEHICLE OWNER EXPENSE AAA WILL NOT BE RESPONSIBLE FOR ANY DAMAGES,E.G_GRAFFITI,HAND OR FOOT PRINTS,TIRE MARKINGS,ETC, TO FRESHLY FINISHED CONCRETE,ASPHALT OR SEALANT, AAA WILL NOT BE REST o NSIBLE FOR UNDERGROUND UTILITY SERVICE UNLESS-LOCATED AND MARKED"BY OWNER OR CONTRACTED TO DO SO PRIOR TO CONSTRUCTION COMMENCEMENT,INCLUDING BUT NOT LIMITED TO SECURITY GATE LOOPS AND UNDERGROUND'WIRING,TELEPHONE,CABLE,ELECTRICAL,GAS,SPRINKLER SYSTEMS, ETC. •ALL MATERIAL IS GUARANTEED TO BE AS SPECIFIED. .:ID IS BASED UPON BEST QUOTE FROM SUPPLIERS AND IS CONTINGENT UPON AVAILABILITY FROM THAT PARTICULAR SUPPLIER. INDUSTRY SHORTAGES OR MAJOR CONSTRUCTION COMPONENTS MAY RESULT IN RENEGOTIATION OF PROPOSAL/AGREEMENT •ALL WORK PERFORMED BY AAA IS TO BE COMPLETED IN A TIMELY MANNER. •ANY ALTERATION OR DEVIATION FROM THE INCLUDED SPECIFICATIONS INVOLVING EXTRA COSTS'WILL BE PERFORMED ONLY ON EXECUTED,WRITTEN ORDERS,AND WILL BE CHARGED OVER AND ABOVE THE ORIGINAL BID ESTIMATE/ORDER. •AAA IS INSURED FOR$2,,ODD DflO GENERAL LIABILITY,$1,COO,©E0 AUTO,UMBRELLA AND WWORKER S COMPENSATION WITH AN A"RATED CARRIER AND WILL PROVIDE CERTIFICATE OF INSURANCE IUPON'REQUEST. We thank you for the opportunity to hid your request and look forward to doing hcrs[ness with youd Should you have any, questions regard[ng this proposa/agroerment,please cat]the hid Esllmator. Respectfully Submitted, ACCEPTED: AAA Asphalt Paving,Inc. Daniel Clinger Authorized Signature for Customer Name - - Estimator Date Typed J Printed Name&Title Date SIGNED CONTRACTLIRAL PROPOSALAGREEMENT MUST BE RETURNED PRIOR TO STARTUP OF PROPOSED AND ACCEPTED SCOPE OF WORK AAA PreposaLBEd No.0043-1 10 11 _ _ City of Pearland 3519 Liberty Drive Pearland,Texas 77581 ° I Tel 281-652-1600 PEARLAND tj!. 1 A9 b Hidi Criswell,PE,PTOE March 22,2022 BGE Inc. 23501 Cinco Ranch Blvd Suite A-250 Katy,TX 77494 RE:TIA20-00017-Transportation Impact Analysis Update for Lew Tract Dear.Mrs.Criswell, The City of Pearland has reviewed the most recent submission of the Lew Tract development located in the southeast quadrant of McKeever Road(CR 100)intersection at Harkey Road, The City of Pearland has no objections to the mitigation measures stated on the report and design submitted on 01/09/2023. If significant design changes occur in the future,the TIA may need to be revisited. The mitigation considerations because of the development are as follows: Year 204 I McKeever Road at North Masters Road'As outlined in the Second Amended Development Agreement,Itis recommended to Install a traffic signal with a northbound right-turn lane and a westbound right-turn lane at the intersection of.McKeever Road at North Masters Road. It Is recommended that a 300-foot northbound right-turn lane be constructed and the westbound right-turn lane be constructed with 100 feet of storage and a 100-foot taper The traffic signal and right-turn lane should be constructed with the development of Phase 1 through Phase 4 of the Massey Oaks Residential Development and be installed prior to the first occupation of Lew Tract. 2. McKeever Road at Harkey Road!Future Harkey Road-As outlined in the Second Amended Development Agreement,it is recommended to .construct 200-foot left-turn lanes on all approaches. 3 McKeever Road at Driveway 1-Per the conversations with Brazoria County and the City of Pearland.it is recommended to restrict Driveway 1 to be right- in/right-out operations. 11 111654.000126 4869-2056-6706.9 4. Future Harkey Road at Driveway 3-It is recommended that a southbound left-turn lane be constructed at Driveway 3 with 100 feet of storage and a 100-foot taper 5. Future Harkey Road at Driveway 2-It is recommended that a southbound left-turn lane be constructed at Driveway 2'with 100 feet of storage and a 100-foot taper Although it is not warranted until Year 2030,it should be constructed in Year 2025 with the construction of the left-turn lane Driveway 3. pther Mitigation Measures 1 The developer should provide in escrow with the City of Pearland a maximum of 16%of the total cost for a traffic signal at the intersection of McKeever Road at Harkey Road/Future Harkey Road prior to approval of Levi South Residential Section 2.Based on the estimated cost of the traffic signal to be$470,003.62,the developer's cost is, ,s20i1T_58? if you have any questions,please call me at 281-652-1686. Sincerely, ieamteAg Yolci Ramirez,EIT Traffic Engineer CC: Rajendra Shrestha, PE,City Engineer 111654.000126 4869-2056-6706.9 Keys 1 -4 Massey Oaks Development,LIP WA CR1CC—Asphalt Reconstruction i s;. miller DccAT WORK AUTHORIZATION CR100 - Asphalt Reconstruction DATE: March 28,2024 TO: Massey Oaks Development,LP PROJECT: CR100—Asphalt Reconstruction Roadway Design Design of CR100 from FM 1128 to American Canal to City of Pearland and Brazoria County Standards and Regulations $96.03l11-130 Roadway Design Subtotal $96,000.00 Construction Phase Services Weekly Field Visits and Project inspections $18.1900.63 Construction Phase Services Subtotal $18,000.00 ota r114,000.1 r Notes: 1) This work authorization was prepared in accordance walk the terms and conditions of the Master Services Agreement and all amendments by and between Massey Oaks Development,LP and R.G.Miller Engineers,Inc_ 2) SWPPP is.included. 3) The design services include the design of asphalt pavement replacement for CR1©0 from FM1128 to American Canal_There are no anticipated proposed drainage improvements aside from cleaning of existing roadside drainage ditches and reestablishing the ditch grade_ 4) These services include preparing the design package for submittal to City of Pearland and Brazoria County 5) Geotechnical services are not included in al is proposal_The asphalt pavement section will adhere to I e section provided by City mf Pearland in the Interlocal Paving Agreement for Herridge Rd,Holland Rd,and Harkey Road south of Bailey Rd. 6) Construction Staking and Control Staking will be provided by Miller Survey Group as a Contractor cost in the bid package. 111654.000126 4869-2056-6706.9 Keys 7 -4 Massey Oaks®eve!•,•Klest,➢P WA C —Asphalt Recmmshrudlmn 7) The sch•.'ale outlined is based on a review period of 4 weeks per submittal(.I:%,Back,and Final)by Cay of Peadand and Baazoaia County_lithe reviews by these jurisdictions takes longer than anticipated.the schedule will be adjusted accordingly_ 8) Faced Payment Plan Breakdovun includes 6 equal payments for the Roadway Des .;n and 6 equal payments Witte Construction Phase Services. ACCEPTED: • Massey Oaks Development„LP Alberto EspinozaM.E. Project Manager R.G.Miller Engineers,Inc. Printed Name Date 111654.000126 4869-2056-6706.9 Keys 1 -4 Massey Oaks Development,ILP WA CR100—Massey Oaks Frontage r.g.miller I =cm WORK AUTHORIZATION CR100 — Massey Oaks Frontage DATE: March 28,2024 TO: Massey Oaks Development,LP PROJECT: CR100-Massey Oaks Frontage Roadway[lesion Completion of design of CR100 from American Canal to Harkey Road to City of Pearland and 13razoria County Standards and Regulations $130,000.00 Roadway Design Subtotal S130,000.00 Traffic Signal Design • Traffic Signal Design at Harkey Road and CR100 intersection $30,1300.00 Construction Phase Services $5.000.00 Traffic Signal Design Subtotal $35,000.00 Construction Phase Services Weekly Field Visits and Project inspections 575.000.00 Construction Phase Services Subtotal $75,000.00 Tota� r'240 000.11 Notes: 1) This work authorization was prepared in accordance with the terms and conditions of the Master Services Agreement and all amendments by and between Massey Oaks Development,LP and R.G.Miller Engineers,Inc. 2) The design services include incorporating drainage changes,revising the design as necessary based on the drainage changes,utility coordination based on the updated design, and completing the design package for submittal to City of Pearland and Brazoria County 3) Geotechnical services are not included in this proposal as they were already performed on a 111654.000126 4869-2056-6706.9 Keys ? -4 Massey Oaks Development ILP WA CR9010—Massey Oaks Frontage prey".us work authorization_ 4) Changes to the proposed drainage will adhere to ,, e recommendations provided by R.G_ Miller Engineers and agreed to by Massey Oaks Development,LP_ 5) Construction Staking and Control Staking will be provided by Miller Survey ey Group as a Contractor cost in the bid package. 6) ltG.MEW Engineers Inc.recognizes one 111)submittal has been provided to:r e City of Pearland and Brazarla County which the jnrisdictians would consider the 60%submita1L The efforts related to this work avt larrizationn will consist of submitting the 90%submittal and Final Bid snrbmi 7) Fixed Payment Plan Breakdown includes 5 equal payments for the Roadway Des ' and 10 equal payments for the Construction Phase Services. ACCEPTED: e---- Massey Oaks Development LP Alberto Espinoza,P.E. Project Manager R.G.Miller Engineers,Inc. Printed Name Date 111654.000126 4869-2056-6706.9 Key 6 & 14 Muiey ela'6a33e uelal ruan9 Elute*Omuratattatt t)i 3ta1 Change Taut Med thx[at?ale 4mamam dtrn Ora:ra/km Comma thaws Stataaa 1r i3sm Campine Munro 1 Mr,eituta tt 62,1 322 62.13.23 - f11 9122 9 d - 1 Cuar tg,Gau1L`irrG92o i uparuIlln aifinei3 31002tm5 31,0O333 322% - 1 Two" Mminib 57,14DC1e9 =tun S3,1r v3tl foal - rA 4111*o 9 lute:drub w3"3?'L1h3Rest $I3920 21.511AV 312232 1.9E(3 - 5 gyptl Mmlmb wd'Cr trbille{r 2,1v1,31 1'1sel.a0 $,13'ro tax - m Tara"bike 27,32936 2733Si 3 2.9442422 33d i 9 933a7 7 3Ert6d-urala Ea241"RLP531ste 2,AtEIMEI $40392 2420.09 I133i - D 'S^3ttrrrtrera9 Lue:urmaSkye P.ukrt;e 1931Dik4ea 211439239 11239321131 12[S1 - 3 oeettrla t'krriSrmf 22,,399909 29P62 1 211231 Li 11 Y34 - L0 31ailubrptS4trrb)matter a a 13,522.9.9 1{539/9 t 2...itsaeuro iffei - I1 Ilbugemynrabarp Saab 7,49'1.315 2,439.39 2prr^u)9 I SiS - I2 BriaTiart Steal&Eittlh ayfu►9itr1 SA01129 $932.33 1C3-ri - 14 areabedthaatrnSit 7,5E000 ?,Side) worm to - 13 hg'YamAuazlt1M' rirrlwirt 9302.22 312O:e03 112115ti - is 1r wet c rrrttl0ett 1,20Cte9 2 SS u1f 1,209d1) laud - S7 't4ta#hm utetbars arcs 45.1rr29 'iwrt:1 353939 It90it - I3 AkCueltara Minkuth 9J1Ir9m'r 31.0111.9.110 - 313 3333i9 3 12 Vitt ltv Mot AMMO 3)10902 4,092/39 ELSE 4A9090 20 SanaritolfernAlira13uut 2.93,1 trt 230932 - Bfi 2)331131 Si Scat ttlirib1Pdatottlun 16Ade9 1112302 - 1134 $x001X1 23 iiktrtOetua BEcarLktt: 17,33Cul0 MUM - CS 1n',�30D0 29 Htgti'ractUkhStei13 7,23902 1r^lldd12a - 1113 7,203D0 23 4yya 2JF1%k Mar Dun lotiet09 Ammo - 2% gaiLlo 26 1ir YrahOTr<.rtrrsa Oaavtg 33-'Sfsdo 3754S3:e7 - 34 3.15)121992 27 aT'AtihSarrafl LetedolalF431s 2900:V09 23{201e) 13/09/25 31313 4fhl r30 23 192P&etkeanA 1Jvrrarr 1J103309 ,33 VE3d9O 2 SkklagYeLV Ettwatinn 86:n16 23 +021 2.332/112 IOWA - 30 2raL111ed5r23ra!e 1.3iy13611/31 13,2611/03 4131 14)31.10 91 Ind*slurry a"uJ,,/.2L't'tPt r2.r,.LE1106 29 twullu It3fA - 32 lama E rs3r031,31s 3,Se)d32r 65322.1 WA 311?1I73 39 1:1y.a¢S3ab 1714D'Im9 I3 trune - t03t =533W 30 ,&warm Ethr3nrt'tType Etbarrit&1a 53109 50329 - d113 Waal 35 itur42204112Brnd edus prsrelyelbeuilerd 450909 459192 - 313 t65331J 0 93 it•_.ra24ytpe 1t1:31raitxTaswJ'SairrgGum 1'23CU09 1,2E2J29 - er4 1250G0 97 3kkretm:FfltdItrr.Mrtlar 60-122 31210) - erg. lEatb_2 39 33rale'N3reet Chair rialto 4,00939 4JX33u3321 - ➢'A 4,109030 39 Ibrc.mmrit5ttiii'tt5 1311 2,20 11.39910 - 2E4 79300111'xi +10 CttrariraID 1.6.113r4D2 Iiy0091O9 - 34 13,1223120 41 1"aritet$altat'Druif 31 11,2011113 11,23113 1 - O% '1k;193C3 42 nurnLtnanm u47,4dfitg Efasia 5e0299 WOW 221 '1.,'09tL5O 42 2Wiiatt16b.frer}t3 7.23222 1,22002 - Olt 75131 p 44 3lritetm ttaaddilo Cita 5..DOCt10ra 'Js-t31ft2 - VA 91919E3 Totals 331U3r72e1r3 ' - ESD,M1ru09 152,1161.22 WA: d130 et. 3kma"ubp taretrau Bd'mufffus Rtacts3at Ci620611i(I -'i't` ?1? .. IIntri Merl 32E 34449 111654.000126 4869-2056-6706.9 Key 7 682377.21124 r. ,. miller nor....;: 357 ACRE PEARLAND TRACT FiiE6RJO1AILYU3icItaEEI€SES1!'1I QE FOB THECOOSTRUCUICAII a MKS.STORM SEWER.SASIII MY 65911158.11=UM LINE PEEL CUY OF PEARLATOETJA.Sa;a ITT6:EMUU UCEW7 SOUTH HARKEY EEO(COULEC ORTO HAUL=CATINC1216 PAVING&STORM OVENS [QESC6123110211 UNIT R1 NOW UNIMISCE TOTAL ➢TEVE SHARE CITYSIIAUiE b 1Cf Re2222nat2c 1& P 16' QM 123C112225l onA2AliS11.e ..21dia AlutFar One EiatTOTTTe5atfismal Ozniffign IIR S._ 5.053 51125,60 556.626IDID 67M.TOSITO 512 2 Panama ManlIngsLS1gaxC[mltpEetaEu Flee LS. 1 57;11611LIO Woo) 57, SID 3_ 36-DICED.Mann S r,IDaTleffia comitstemasneddingAntiEwalt Ciervete on PIE LI_ 7110 5IW11221Q 1519JUBIDO MAMAS 512 4. 312P RCA Stan Simer.muses s CaranailSIAILInalilaidagAndE it Coimpe Tre Place 2.15 315 5123ID0 $41.6221311 5a9 ID 520 5 2S'68C.R Stave Sam;14nauffe 5 C©en2221a in Pace LI 935 161165 581L74/11 5M7E1116 5ID 6_ Rap_Stan Seemr Leal.UrtGiJ s Omen Sffii tedl U e6>lFng Anal U3I$ Campl taliace LU'. 165 TOM 5T4,941UtJd 5144116ID 5ID T_ 71tpe-C'64anhaing4.rAn>fl alc Coug5Tb On Pima EA 6 56.4216116, S21a4= =Ani a SD S. "i pelii-2-minAvailvela fraElicia EA 4 55;'66611 51Z6161103 512.1DIIC1IDID SD 6 T y 8 Fair a MegFlanc Cale la Pane O.F. 2J0 TO 541IDID suzi.Li wale SD . II Henri Sldy°..y5ianF r Sara Se C,trntatlma 0_IF. 2.2116 51.22ID .522651222 5 SS 512 O. =ars GoutUng.AnnMORepoallar4 Conoiate@I Race Ara S 66;1206O2 ;5lb1A63= Ri4CIUfRC IA ZJI TOT L-60221111 RAMEY ILO M )11TOI66ST1i i=CAUuaQt)IPAVdaGSSI WM111511S Sui54$l3D® Suleat6a3vo SD SUMMARY L TOTAL COSTS 1IOTAL ETBAELCIFOR SHARE CTTYSi6AHIE XEY7 Tom- HARKEYRUbF£140ECTOR1OH STINGSCAN GNJP VING&sinial UM=SIUINCIAMIID SIASADFla0 ODD SUBTOTAL 111.012.613 SISS0.673 SO .16%OONTINGEUBCUE.S =En 14162.521 t2 Owe TOT 4AJ i-.. ">n" SUKVOS SD MIA IP4011ge1VE 1-4,m1 Usti diary°Atli: I w I elkawalAdts3NEafikeastoCetr rfirlrea a.2t16m7-4141 'a -- Pap 9©T1 111654.000126 4869-2056-6706.9 Keys 8 & 9 Edays.2D24 r.g. miller o--c-,. 357 ACRE PEARLAND PROJECT FOR THE CITY OF PEARLAND PRELIMINARY ENGINEER'S ESTIMATE FOR THE CONSTRUCTION OF PAVING&STORM SEWER Key 8&9 HASTINGS CANNON ROAD FROM SOUTH I8ARKEY TO THE EXISTING WESTERN DEAD END L DISTRICT ITEMS DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL A_ PAVING SITE WORK ITEMS 9_ MobilizationCW LS_ I $35.211301_9GG $30,209.99 2_ Constructitn Staking far Paving and Sturm LS_ 1 $425.9C®_Cm $425,09111_911 3. Erasion Control Daring Construction LS_ 4 $I7.5CILCS $47.509.581 4_ Cleaving,Grubbing And Site Preparation: Cmnplete In Place Q9/ AC_ 3..5•t $12.509_0119 $40.099.99 5_ estore Dis"n bed Areas to ExiS5ag Cand4il na or Better.Comoptete in Pave L.S. I $9.990_CD 31.999.99 5. Spn9 To;:a Hauled To Matey Tract far Detention flitch:Complete In Place C Y- 7.123 $45.00 $4111iit.845_99 TOTAL-PAVING SITE WORK ITEMS $332,545_09 B. PAVING ITEMS 9_ 25°l-I.LI.A.C_Pavement TON I.829 $450_C0 3244.25E129 2_ 8°Flexible Base Coarse CY 2.534 $200_511 $525.009_99 3_ 0°Lime Stabilized Sobgrade S_Y 13.925 515.50 $439,299.919 TOTAL-PAVING ITEMS $959,475.06 DESCRIPTION UNIT CLUANTITY UNIT PRICE TOTAL C_ SITE WORK ITEMS I_ Mobilization tam LS_ 4 35.000_99 $a.9C9_99 2_ Erasion Contrra2 Doming Construction LS_ I 35.1300-99 35.009-CO 3. l-ydrosnulch:Complete In Place A.C_ 4 $2,590.90 59,209.035 TOTAL-SITE WORK ITEMS $19,209_00 111654.000126 4869-2056-6706.9 Keys 8 & 9 DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL D. STORM SEWER ITEMS 1_ Roadside Ditch;Complete In Place I._F_ 8,515 56.00 551,000_00 TOTAL-STORM SEWER ITEMS S5i,ebe_00 TOTAL-ITEM I $1,3t2,245_00 COST SUMMARY A_ TOTAL-PAVING SITE WORK ITEMS $332,545.00 B_ TOTAL-PAVING ITEMS $800410.00 C. TOTAL-SIIfE WORK ITEMS $10,21101d0 D. TOTAL-STORM SEWER ITEMS $51.020_00 SUBTOTAL $1,312,245_50 +20%CONTINGENCIES S2S2,449.00 GRAND TOTAL $1,574,694.00 CONSTRUCTION COST SUMMARY CITY DEVELOPER CATEGORY TOTAL COST COST COST L 1013%District Cast Items $1,574,694.00 S1.574,684_00 TOTALS 51,574,694.00 $0.00 S1,574,894_00 Notes 1) Price Adjustments will be necessary afterthree months from the date of this estimate 2) This estimate does not include costs associated walls pipernme adjustment or relocation 3) This estimate does not include costs associated with existing na dy adjustments_ 4) This estimate does not inclwde costs to rdleeate power polies. This estimate is based on a 8razo to County standards for Local County Road_Any changes to reaehsay 5) classification would need to be reeuaimat d_ B) This estimate assumes no burning of clearing and grubbing.Itwill be hauled off. 7) This estimate does not rod eale any costs for easement acquisition_ B) Any costs associated with phasing of the project are considered incidental to the tine items detailed in the OPC_ 0) This estimate assumes no down stream channel.storm sewer.or detention fatality improvements tsiil be necessary. 10)This estimate does not include costs for storm water aluabhj+features. 11)This includes bonds,insenance.lab testing.permits.liicensefees.etc. 12) Dewatering may be required since Geotecb Report is not available. MM IeI P 4335_DII E 1-1429LeCMuO__frSIM:sey_Oots'435tJQDGerzwafiMminEamatc,53TA rre Pesiheu PacdecSCactE.�YMate24.05Je9ac1Nm2edwectsrn9Bis:ms Cannon 111654.000126 4869-2056-6706.9 Keys 12& 13 May 9.2021 r.g. miller l L7=:: WATER LINE EXTENSION ALONG CR-100 EAST FOR THE CRY OF PEARLAND FROM HARKEY RD TO VETERANS DR TO CR101 PRELIMINARY ENGINEERS ESTIMATE FOR THE CONSTRUCTION OF WATER LINES L DISTRICT BERMS DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL A_ SITE WORIC ITEMS 1. PIcl1isatioro LS_ 1 $143090_90 11149.099.09 2 Erosion Control During Con.struc Ecn LS. 1 $tea 19®.130 $5111190.1301 3_ Hydonmuacte;Complete In Place AC_ B 52.505.00 $15.0011J10 4_ Uhli y Spoil To Be Placed Within Massey Oaks Per Ealeiit Complete In Place C.V_ 5.690 $19.05 $58.005.00 SUBTOTAL-SITE WORK ITEMS $263,000.119 DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL B_ 12"WATER LINE ITEMS(CR100) 1- 12"DR-10(C-905)P.V.C.Water Line.Iemhcdes FIilings.Bedding And Backlit Complete In Place LF 7.851) $85.00 $028.000.00 2 12"Ce:1a-La@.Mint Water Line.Includes Filings.Bedding And Bait; Complete In Place L.F. 111 5141105 S15.540130 3_ Auger For 12°(Cerla-Lok)Water line.All Ioac1usive;Complete In Place L.F_ 0+5. 5150B15 $11,590.00 4. 12"Net Connection;Complete In Place EA 3 51.505.05 $4.500.00 5. 12'Gate Valve And Bon Complete In Place EA. 9 54.570.00 $40.500.50 B_ Air Release Valve At Aerial Mussing;Complete In Place Eel 1 •a.515130 $8.500J10 7 Flush Value Assembly.A11 Depths.Includes All Flilings.Complete In Place EA. 24 $7.500.00 5180.090.00 8. 2.'Blow-Oaf Valve.Includes Pipe Plug;Complete In Place EA. 5 52300.00 $11.50200 • Page 1 of 3 i 111654.000126 4869-2056-6706.9 Keys 12 & 13 DESCRIPTION UNIT QUANa(➢Y UNIT PRICE TOTAL g_ Restore Roadside©itch To Existing Or Better Contrition;Complete In Place LF 7.896 $9.00 $71.064130 10_Trench Safety For Water Line Construction LF 7.890 $1.00 $7,896.00 SUBTOTAL-CR100 12"WATER LINE ITEMS $974,000_00 DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL C. 16"WATER LINE ITEMS(VETERANS DR) 1_ 18"DR-18(C-9D5)P.V.C.Water Line.Inc[ades Fittings.Bedding And Bachfill:Complete In IF 5.320 $105.00 $556.500.00 2. Auger For 1e"Water Line.All Incitrsive: Cornprete On Place L.F. 90 $115.00 $10 350.00 3. 16`Wet Connection;Complete In Place EA_ 2 32.200.00 34400.00 4_ 16'SvtP Valve And Box:Complete In Place EA. 5 $13,0e0.00 $65.000.00 5. 16"x 12`Reducer;Complete in Place EA. 1 5500.00 $500.00 6. Flush Valve Asserrahly.All Depths.IncrudesAll / Fittings:Complete In Place EA. 17 37,500.00 $127,500.00 7 Restore Roadside Ditch To Existing Or Better Condition;Complete In Place IF. 5.210 39.00 $46.890.00 8. Trench Safety For Water Line Construction LE 5.210 $1.00 $5,210.00 SUBTOTAL-VETERANS BRIG'WATER LINE ITEMS $816,350-00 TOTAL-ITEM I $2,053,350.0 D II_ CITY OF PEARLAND ITEMS DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL A. UPSIZED WATER LINE ITEMS(CR108) 1_ Additonal Cost to Upsize to 16°DR-18(C-905) P V.C.Water Line.Includes Fittings.Bedding And Bacicfrll;Complete In Place LF 7.850 $25.00 $195.250.00 2_ Additorral Cost to Upsize to 16°Certa-Loll Joint Water Line.Includes Fittings.Bedding And Backfull;Complete In Place IF. 111 $15.00- $1.665.00 3. Additonal Cost to Upsize to Auger For 16"Water Line.All Inclusive:Complete In Place LF ,65 S25.00 $1.625.00 J Page 2 of 111654.000126 4869-2056-6706.9 Keys 12 & 13 ' DESCRIPTION UNIT QUANTITY UNIT PRICE TOTAL 4. Additonal Cast to Upsize to 15"Wet Connection: Complete In Place EA_ 3 S70O.00 $2,100.00 5. Adddtonal Cast to Upsize to 15"Cate Value And Box,Complete In Place EA_ 0 $S.500.0O $75,500.00 SUBTOTAL-UPSIZED WATER LINE ITEMS $278,140_OD TOTAL-ITEM II $278,140J30 COST SUMMARY 1_ DISTRICT COST(Subiect to 100%Reimbursementt A_ TOTAL-SITEWORK ITEMS $203,009_09 B. TOTAL-12"WATER UNE ITEMS $074.000.00 a TOTAL-19'WATER UNE ITEMS S810,351100 SUBTOTAL $2,053,350.0D TOTAL-ITEM I $2,053,350.00 IL CITY OF PEARLAND A_ SUBTOTAL-UPSIZED WATER LINE ITEMS S278,149_09 SUBTOTAL $278,140.00 TOTAL-ITEM II $278,140.00 CITY OF DISTRICT PEARLAND SUMMARY TOTAL COST SHARE SHARE { 3149t3=� S2.053.3500.00 S270.141100 Notes 1) Unit prices are based on curses market pricing and can change at any time. 2) This estimate does not trade costs associated with pipeline adjustment or relocation(if needed). 3) This estimate does not include costs associated with existing LIffly adjustments(I needed). 4) This estimate does not include costs to relocate power notes{rfr eeded). Mao P 4351.0DIE rEIWZdcQnPmtaFITIMST IntwalrersanalVactanatc-Igrraer.FarniDaOanatM6cVcq'PS5.COVragrya7CR1m Hl1Rr/HioaaLllatarnm?Sae_E:d65P 'REILVatlte1I Page 3 oft 3 111654.000126 4869-2056-6706.9 Key 15 Ill a,2221 r.g. miller 3.57 ACRE PEARL AP4D TRACT PRELIMINARY ENGINEEWS ESTIMATE FORME INNOTRBPCTI ONI O PAVING,STORM SEWER,SANITARY SEWEL&WATERLINE PER CHLYOEPEAALAr T1&&mm94YREPORT BLEY1:o sOLLLBE NAME?LUD6COLLECLORTOIHNIST Swam 1WATER41t1ELoELLS DESCRIPTION LU IZ Qt6ANnww UNITPRmCE TOM& HIEVELoPER SHARE CRY SHARE 1_ 12 D 18 pap P_V_C_WalerLte Emig Sao atateinam tatszbEis MINN Confide de DI Place LIP_ zans yea® S116JI lUJMS STSIUHRIEN 5® 2. Auger=12"WaderM compete in Race LE 1C70 51CZ2I SIAMITIDO 51SJfl2m'ID 3ID 3 12 aettarEveikrxmaxcongaraimRoza EA 1 WORM 5 IDDID SKIDOO €ZLELI eL Hash A9 Lames, IrcluCesAll RSV Camgille ma Pine EA 6 STAGED 5a5 SmL SMIIOJ fl SID S. 4lPaMean I CD7tE � MOB tuna 52,10IIILLT 3 10ID.LBL TOTAL-S0ILLBLLLAm YBLD liCOLLECTORTOHASTINGS= WATER LINE nen $241Aa $29a0 SUMMARY L. TOTAL COSTS TOTAL MEURERSLQANEUSL4Ys834RE REY15 TOTAL-SOUTH IDIFIHETLdDgccu Ci07LTOL3i.,"BRIG;CANMON3'1'91AiBILINELLE/dS 5 1X= SASE III10VID 2.€£1ID.124 SUBTOTAL $2.4m9 STMELD $2.€W 7 •15B,COTHNGENI ES $21/5240 VIEWS IG RAND TOTAL4 two 112.226 6111.5.1 PA:050W L1C119_15CIAIDS501Partptic 15S1550 E5AINALWAilEalttotieMhisivAA.Afie&As2<A31174k11ffinyD Page 10T1 111654.000126 4869-2056-6706.9 Key 17 Massey Oaks De etaprment 51 Semites Markey Snarl San3ary Sewer lift Station Original Change Total Doted Percentebt Coalmct Item Description Quantity Rate Contract Orders Contract To Date Complete Balance 1 t.4oluTmtion.Bo nab.&Intrtrance 1 50000110 5000000 5000000 5900000 100% - 2 rue 1 Sri 10,00010 10000.00 10000.00 1000000 100% - 3 Ste 11&11 200 1000 2000130 2.00000 203000 1009 - 4 Lift Station 0 - - - - ROWS - 4a Wet5Ve0 Wat 1 393,23520 393,235.00 393,23500 393,2350,0 100% - 4b Smki,SWetWet 1 65,00000 65.6000 65,000.00 6500000 IOC% - 4c &Mont Slab 1 3500000 35000.00 35,0 00 3500000 100% - Id Top Kt Hatch.&Valve Pad 1 25,00010 25,00000 25,000.00 25,030.00 100% - 4e Pip,Valve:&Fitting E 11000100 140,000.00 14000000 E4000111ID0 100% - 40 Puny:&Eases 1 100000/10 100,000.00 E6000000 100,03000 100% - 46 114:00etaL 1 15,031100 1506000 15,000.00 15.00000 100% - 5 Decrial 1 - - - - 0000/0! - Sa Scnire Entrsnce 1 15,000.00 15010.00 15,000.00 1500000 100% - 5b Control:&SpecialSy:te n 1 43,00000 4300100 4300000 43,WO40 1ovi; - Sc Motors&Pump: 1 1,50000 150000 1502100 130000 100% - Sd 53c liy9nin5 E 3,06000 3000A0 3,000_00 3000ID0 100% - Se Deaicm 1 50000 50000 50000 50040 100% - Sff Senice FeederCondu3 1 6,75000 6,730.00 5750.00 6,750D0 100% - 1 5g Serino FeedecWfite 1 4,50000 4,50010 450000 4.50000 100% - Sh Underground Conduit 1 13,00000 13,00100 1300000 13,000110 100% r 5g Wire In ttnderyteund Conduit 1 300010 3000.00 3100000 300010 I00% - 51 EaposedCon4u3 1 4,250100 4,23000 4950.00 4,25300 100% - 57 Wireln Exposed Conduit 1 1.600D0 1100000 1.000.E 100000 100% - 6m Gene.Ror&A1S book Up 1 4,000D0 4,020.00 41=00 2110000 50% 200300 Sn Sy:tem Claedc 1 50000 SOODO sixth - 0% 500.00 6 400M1 0!n.elGenera&Pad II 6000000 60,00000 6001000 OODODCI fly% 5100000 7 6-PaingSubgade Prep 606 3000 20,5E000 205201.00 201.g.000 I017111 - S 7'Reinforced Cnnvete Paving- 657 45D0 29,555.00 29555.00 29,56500 100% - 9 15'VJCGrar ySewer 14 2.501.130 35,000.00 35,000AD 35,00000 100% - 10 10'PYC0=0/Sewer 20 2,70000 54,000.00 54000.00 54130000 100% - 11 4 SnwnrManloo!e fl 15130000 25000.00 I5000.00 15000.00 100% - 12 Trench Safety 20 10010 2000.00 2,00000 2.00000 100% - 13 lr P4'CForce Main 6S 250.00 16,250.00 16250011 E425000 100% - ( 14 2'P6'L Water tine 1 750033 J,S O 7,5001l0 7,501100 ' 0000 300% - 15 Drainage twee 167 1000 167000 1070.00 - O% 1,6 000 16 eCoaem6Pipe 1 20000130 20,00000 20000.00 20000.00 100% - 17 Wet Well liner 1 7000000 20,000.00 2000000 IOOODAO 1 - 26 Flydnttnu7dh Seed; 1 2,000.00 2A0000 2000-00 - 0% 2.000.110 19 DeaatermnofSubsurface Eacav—on 1 2000000 2000000 2000000 2000000 100% - 20 EaterFabricFnnce 440 400 1900.00 160000 - 0% 1.60000 21 Fentecreto Fence 272 175110 47900.00 47,60000 43,35100 92% 305000 22 rPipe Bollards 10 1,00000 10000.00 1000000 1010000 100% - 23 StbOixd Con.-traction Entrance 1 1000110 1A0020 2.817060 100000 IDO'1 - 24 Coaaeie Truck Wo.hout 1 1,000A0 1000.00 1,601100 1,000DO 1011% - 25 20'Ar=s Road 1500 100.00 150,000.00 150000.00 - 0% 150 0000 C01 20'Arms loud -1500 10131130 (150AD000l (1500OD001 - 0% (150013000) Totem. 1,450,00000 (150000.00) 1,300900.00 1,235,30100 95% 62,620160 Remaaun;Contract Balance Plu:Ret..,tnm (12453000) [/67,157.001 Total Mod ... 1.120042-00 111654.000126 4869-2056-6706.9 EXHIBIT C Roadway Improvements Map 111654.000126 4869-2056-6706.9 ,4rar 3. . ,is f �.1— a. ..H ° r—_-,,,,Q ,jft ! .'� s i M �� nM -� ! r d� L •T!�"o" ti4l •c, Peztlart.e ff • �•i-•r� ., jj� •��•Aqf a +�]�tk'• j�{�`IN \'OlLi .►�i1' .FA .!, F j - .7•al. 7liM_. 1�' .6, J`3f1 wiy�*'•�. -dC - _ �,ell ism - - ��:��` jr .i' 14 ill a -`i�' ... •�' ,.'e•, mot, I.y, ��4 � - _ --� f •-'''�_ (r *r_ _ t- t }Via.1 •fit i 1 e:T,""_ •1, .� J �,^-�s^(� ., `; irT' Y.T �`''''''':'!A' iYin ,, s,,Ntfit3� • tlb�;!• ~M7- •, r :1 l Y,{��.r�.rd;; .. _,!i i1\•:. ,, .� yut -Fr ^, u-. fey`. :;�� _� _ .. y ;-..,yJ�lyfIOTT�! - _ .„,, . .�I, i' • :r =.9, Y., Ji g .*- ,Ot iaiterw*irn�- �_•-• _, • _ VICINITY MAP r` tc , .1 ^,V4°u` i Tir ---1 Vi ~ v' -"f -L 7 -S:}.-.;;��g r .,.r.11 .�s'TM� I. i4' j. rr-4rt-"`.V eA i ��4•o �yy 11 +. . y I j �. -. 1 lfl?10 ales R a IY •_ -,e q 1_ , r —+ ,Tnu nsi ?jai — .Legend ` .1:•��._ i nM MN MAIM Proposed Roadway il • tu�4fN y,n�rtpn+w 1 4 • ryr6naAi City of Portland R y k - • prow WI Peadand ETJ s . '11\ ' , 7isoe rum 1 nem•C23 dr /131 i . ` \ Fr i. , ilk. i / , ...diot .-, r o MA♦yyh ice-.. A!... ;�,` sm. ROADWAY % '., j(L \l Pearland / �'• . — •i'.4_ —• 9 r;orle G7Ula Tilt. A. FI- ` '4!r t 1 ,y ^� i. ,I 'l � .. � ti• . 7 x.Alt•r, 1710 o I ) I_��Jf =q I " ti' ' 1 indl=2,000 feet. ,D 4. .ti �.< I1. II Dale A714l2022 l vS \\ I ,y ' 6 so • T� ��- r 1r o� so • itPri.0"-Ii.,. �tf ^y 1 lY ax co cT 1, 7. , y� .�fr.`,' ,wMIMTwrr.•YID rs•ed•a.•T.r•AN t. /l'A• •`` , ,`\ _.' i� �. ea+<:.rnarrn. gavNrrrar N ./ T 1�..j r� area MrNNaA NR er lR • �,- N• T EXHIBIT C so EXHIBIT D Roadway Cross-section 111654.000126 4869-2056-6706.9 r NO1L I.PAWS EYDANSON Awls SRAM BE 20-0' - fJ-.- seas ,r.r dOrR �•��A Y.DYYY SD•-D- I v a'd nr RANT f s a.n dI rMD aataaol m6TMfs...1 ate.. w 1 CONCRETE YSCY FOR MENDS L.rnK ,; r,.as a 5-1 m Is¢oOri I 1S M. IEC aMU`SEDS y TL OE`iArE. d. nlCY AST PORTION CYDK TMOD ..r .M AY1 P100 CUBIC AM 1E53 DWI J ma:KAM RAW t� '-- rat L fr0v.we.�r en. `I1 Axo.OW ro. clDt-or I.M.- — yY� - n W.art N 1r c/C. r-rin.T-I SSYgND PRICICE roR t/e c., maanc 10E.+a a1oY�f.•uPs faanfaw.a.un swaNe ril[Sili Nam CdImT ISC RN NI oar CONCRETE. OD41 1119 IV MM.LTA Ran SA�.K ur0..9 MASS:'CWT.Ware 1 C•AS5-A-woo D LYE !Da0 0 TO MS S.01 .to O SW"Aa6R.` �a.1010 GRANTsC.C.S MO SOLSLURRYSNAIL 00 APPLIED 000 l9169•..a OP14Y aEWr[ t71aM [oaM $t1 SLA®IDAfLN. I.R@OONONS STEEL SMALL ,la '� 0 BOU..EVAFD CONCRETE PAVEMENT L w sm.'"'IS JOAO• SPECIFICATIONS Lu,CRAM1201.09.11 TM OR=BED CO. tO28'-0'N1DE CONCRETE PAVEMENT i 2129112.0101 s..mm fu Cal M KK L.a m 090109 SW MR.o.•WI um wmED. ' L i.iN P.K1..1. saw ra Ada AN..im..[-.n ALL .ra`u i S.WA`a a` S oESOR120 OM 5IDN WILL NOT YLSO[•O.t PADS V.5L.290 0-1.R-L.0-,206 ta.1r sN. P..A f:CID+ra HCOiwr nowl..w-1n W..a A CDRSI`�INCCI`� 6 BCC 41Cro AL SW M D FOR CCRN0.TbM/SANCI.T DEURS. W.'ter.ANT fI tr r- uaa ,sd In RANT wRaA AND 1 ..Tt.W, +O• rd I \ d rr .•fir � ; Kw I .f�...AE. 9 Lman Of .' ar AAte� . •L'1 b — y.1 I .� .t 9119.919 i t naer eom " PXot'. N tsa¢ROWAN a..nnT wo.e� MC COMO1°i...e m u..o-.,rsna MILT..a iaa®SY .�.s �.. 1 L 111 MOr SWINE NON A OrWaWI 1WAMt[ai0p OMR..UR WNWYSt"Kan OW 1119119a. raaPL L.DN.asac+o..v ORM/ f.Q.MT lt.1LR•.r.1 Lo O 30'-0'a-3E-0'WADE CONCRETE PAVB.EIT ram`....a. aw P.m. ..au,aa mDW-Aw0..n 24'-0'WIDE CONCRETE PAVEMENT MOM SDGAR DA-a-00 W W.c f 100 m SOWS O a0R LOT m¢at 12•a 11,199 ROM./T m¢a rso E '�� •.d ter Rwa p _it, •"'�.a1A ,o: rii.:4c"""wc>n'f1 In-'�'t I I 1Par fwrswn I -- tA q r. x 94.1•O,91r1..31 3 ` aze — - -- • I.N.R.NYuc, I L .,, .N.aP4rD..a.a. 19 8 \`11 IL M wir r 1v.Aw u• _rc(^rT •I 1 u+ma.Osvnu salfeL"0S Ra1A 90op icya IA elle• I _EC_ STORMS WEST..m .°LW.aa,,==oaa: City of Peorlond.Texas v'1 t 44'-0'WIDE CONCRETE-01 PAVEMENT L.10 1NY 919014.m wr..� `0`"'� '0 PI n•.a af.°uEN0*00"�AMC 211 a a'OOPIUM Warta 0919. {COMM STANDARD MINIS (0`1 y .xRmrcamcD,-N mw b = O 24-0'WDE ASPHALT PAVEMENT PAYING ma re um Q oo V 1 NIA srra�' y 1 .N-. 'g a..0A i.e.. ar.., a 2 0 O 1/ b EXHIBIT E Water Distribution Improvements Map 111654.000126 4869-2056-6706.9 a k8 411 .'i .l J6alAt iDR tE6 '`= hz:SW'4 V3'a ='. ;'L.'.4I,t �'i 14 1 _ � `�%i,UipOtri:Nt � �i s.�;#,�',..f.'iti?� ',�`, !'--r�' } . `r ��.+;u� �' 'i` °a•.`�c'H} "i��..,.. �a� 3 ura�^`�t�."i'.':"•+£;'.M. � i ;i_— tot '{n,' 4 YC 9r. ixb`.m'��, b-rr' :.s. j f're, ite. = i . Rti a';�= a. "J,,tta =,,. ":pv ' 'a c3 1 V,41{�: -Pe:utarn_ 1,. - .' e 1 *0 Y, f.M ✓r -...-''r, aiP,"' 'Tn' ' ,• :r^-�.+rtlr�+r � _. ' i I'•,M3-.-f .# pargl • p: x. '-:4t 4�"akeire" 4M- 'G',R .� f a'� rx t:., '.,i '► .. FA • i s'.iET FEIJD�'J76M; x y. �s> 791 • ` + ). m-�'iyc�` s»r.SIy'gg�� .aSj» °i`y',,.ndS.a �'ix 'n:� ' ', `3 ;<t[ ,. .`ty i t ,--,,.,-:, '_f -ir.1, ' ^af' ',-.'..a ' 4 s.. ;•1: --3:,:f p_ a'y"� § lima;T1 , !r°' 1 3 A f ::I •a .t.— -,-,., - �F- l 'rt.. IE, ` w7 ri .a, 'h 4 Y,,,zi .t' '6 s .:fe,. �4:. '". •••rlar _,7,-7. .s x 1 , n :. t•.', , . 3� ( '`'-.,� Sp 4xti :99i 1 `1 t'' .-tti,e vA rya$. .,- :a+VMoaneiT �`..nw . : i` 117,1:, * :}1 .[�. tt. 'sa tid Fi.. § k�,d+ tii ia�.a.`- •w' r�•.,.' '-.e'�l».n 'i °"� `T'-"r' a. , ° °Yx�.r4- _. �..sr'� ?FFUIR 1 .l. �1 IRAktarocop�+T'tt � a°6M4%, s,7 ofrA 0, 1',-er, .a..t-°L..� ly ay' 1 �' ._. ))i Iy $',x.$`., aj,:?�-f'; S r[ :� at r�"diu,„y1��1,xy+•� m3Y1.'z yC 7ny�;'y��}�11r{�"'y.,�� .. :.,...u• '' t'£1'ADTf--�,--�"...v:,:, Ji i+ T1 ^Tmi� < '1 �L? �x- ,,,10,zi ',-1141 4 1"v t �J'L Y �rJl/ii^n�}`�klr�. 7�DTI� :a•6.',' VICINITY MAP - iii -+. ,�y�#.� .y G.,c.....Ja�• tt Z+ �a .4 f, i + ,r , :47.;':r: ( _ w y 1 in=•10 miea u ,- i � +�:.t�,� 3 .. r I`T.i•f;�Jx. a, '.'xwy j- .Ii� :'='-` r.. k z /. .. ,1 : ,4.,:c+ .w..-1 , ',L `: j _;r="_ 41 'i. 1 naH, rtiw ink i� ( Legend "i !tlam+_ Y_.CisaiN7ltAr:T7un M1IITroM. _ �, ' ..nam:‘Water OistiIution' 'ATM sus Deis rroeo y'"_w n�p tir dr�eei'. ___ ��CCrr' _ _, -- Tito Properly lt t -— i wruia.mn 44%%SS # :40-11.140 ISSN S ; PeadandETJ • r, • i y1 10 •'• } ? t I i ' �'!anct»' • City of Pearfnnd ` J `>. .._ u.rRon60i J 4}•�Y 7 _ r� itl. ' ---_. _ ,.T766j. tl -rf '- i' I WATER :�-•+'-� j ''f i [ '�\s-•� 7GD� :IC' �. III 7 • _ f �,. r 7 DISTRIBUTION i �-` a i Pearlarrd i+ f r{�d., RAY , y y y _ .r Br.m�Count):Twee Jit 1� f`�r, iiY : i �' �� 1 I yin ^'Or. rn ii..�. ,y{ /CI ,.r, t O `'L 4i7 ;r t'. 'IT �r_.—.-.,1. ,I i` �5 ik l i114h-II/2,♦000 feet O �7C ey a d. `S. -u,•m�� . YI 3• i ; 'i i Date.4t/1'NG�• so 2 fo A. r {' :I i I O i ; ,.�,� {gR f' ti• t_ ,.x ,,p r.�, ''^ I �! i t T'. .illy�(;]' �r o� `, r It r• >.`... .. Hatlq Oaewn ,41 '"I. .iYfi. tom acT • ,el-r+ ` : • � e..t. ll:f'rs a0 00 �'.r may; ! s-oy:�•� lf' jI _ 'G i+• q. � -:rM....r.��..0 �..u....:: a vo 0 0 EXHIBIT F Wastewater Collection Improvements Map 111654.000126 4869-2056-6706.9 1 4 ,. t I „ems f+�, T , ,rty _} gin,+ B! fi � ,� 'kMt ' )"� �!�� C:F — 4yt ,yFaaior�f 1.4 tl iLtiLi'` �-ii s}I4. {I✓ _ I. •�. ® I�•�- I- �S., � � '�•I- k •jT 1,,mac, J 1; • . 'i` T C �.• J r RTA -II �:,' ";:jl � 3 Y.e'',ix.�+V' �. u>... p, ,ti p +Al ien - v tors ,'' '' ,iil 01 -- aningirkedig :,441ERk 1 • , 1 1101SINIM'* .-"--:' 15,t_f_'.7--- - - -;''''....--- =10N`�D VICINITY MAP Via{ ( 11, ,1,' . TtO1 •- a ' _ 0.." :.. a.`:'R t — r r-- r,--+--�, r�. "iv,�:.�--,I '} .t 1 in o 10 ni ea 9 = a� r m.. n Legend 42'L ' Rit��yp � . r.atrlYtir. t iYiR w ' • /-I; • / 'flunk Id211l1 Ma iih: . !wow' se :i The F?roPertl/ J a te'r1H^ _AMOK:f714 �` r. tlnnewlltii City of Readand �rofiteat TJ Pearland ETJ Inn ,11n r n eat ttI- I. i W4STEWATERh - f ue ' a 1i7 _ 1,,..... ' � DISTRIBUTION ' 7 '` )13 Pearland 1� , Br.m&Cault9.t.a. ' tlin no e t T.11. 'L. . „, NW MD _ — 'II I rich.=2,000teet • ( Illi _ . IIIL Date:4/1312022 0 as CO '.ti �, *IAA, Camili 'Fr 4 ,_°"- '_.—.'"°--r_ —r-r• —I !'-6' _ r.reyiterrr� v lS� r f ••" a le ;.,'-i" r ;,.` :4"': ,Mitts TOMa••*lb»•nmu.nr•7n4 N r t / !I 1 •.,. _,. e-i ae.MINISc•n.r.•+y+s.•••• _a� y'' + ' >Q -' •a '- EXHIBIT EXHIBIT G Wastewater Service Area Map ® air - ,,,.., , ___.��BBFlci.� 'H �y-- �.l i14as1rJaomR �t1 1 i r.• r jai g #:•^"`t' CpT7: ; :� .`r, y 4 Eit1 - F.t 3, t c'"_a- -, 4 4 rr , 74 ' F 17fitIntiV AI. i m.i,,„,:' If, F - ., .?._ +. rt'4t '* x4 !c s RAZA en r` „{^ a .r; ,,,,,":l a".`'-,2,.."'" „ •Peadand iiIi'.. ,- `f i t1i. - r i i.t;? a +t.CAra074 «.a.,`--7-,. ,nr-r.:.__ -3•�r., . •it 1a• _ , i t['3�gA `ry n (Q".`%� 1 t `.�r i,� ,4 f�' ,,,-�..-a'.aU t'�,.,§tx i " ••••••: rri.03 4. Imo,. 1' =rr: f, st ter-_ _� • 5` 7"{ia'r w ^ `t �yj �•yr 'I' f-_., fir.. , .f .L�`�.. 1 r-7 �, "A-,4. curie Wgywas VICINITY MAP t1 1+n: `s ''�' _`r .•�E,- 3"''""r•r ,. E,� .f . 1 in.10 miles = ,,°A : , ; - 1, .05.,Ac. _ may ; :1 .' Lgglid L •f 4 -, - „ ' ,MN Massey Oaks 4..p, ti`., `l .`e Brian • 1-, -',al Ma" Law has .A ;sp._ - ScDautf 4:, O fl West Tract ji_9•ll., u .r, , 1-----�I�,S�rr,seeteArea AL,- R-•^ - TRANS , _ 1 1 Grayly SewerSaviceArea • lr�'1� f.E __ _ r 'r . 1 I Pev4and ETJ Q ,...4. t!'� r •'I 1--i S, Fld4ieer. f.-j 1111 `,- p. I' 6 k � :7 i l ‘1 aD► III y n . ,4. \ �' ,I `` �' 1 4A 1 J Exhibit H. a k,,.6 f= r•�_ 1. : :..,r-'.:;-rf— _,. i 4 Sanitary Sewer i z�; ' >'>� s -' yy,, '411@9AC ' t_" _ '''.;�' r Service Area i 1�1�� \ i T a774,01 a, 4. :4. 4-,','°�-•, .tc`'a sue. 1..i 1 FM R 1.• � c ' \� ''?:« 1�� a r/1 r `t .. Pearland Y. �/ 1' , .4 avi, f r t t ,� Haase nma. i�\ I. ;•I ,A - ��+ J if i r , � c f inch=2.000 feet i • +�]; Date:12/1532020 `'/� JS1r �1 j�� l- iAyas f• s s 2Feet 1 (/, �/, .` J . ,r� �1 •; 1 , �u ®o -tom t+m �cf' ` 4"4, —-a` - It J I.,.millet. 111654.000126 4869-2056-6706.9 EXHIBIT H SET ASIDE AGREEMENT NOTE.THIS DRAFT LETTER AGREEMENT IS BEING CIRCULATED FOR DISCUSSION PURPOSES ONLY IN CONTEMPLATION OF A LOAN THAT MAY BE MADE BY TREZ CAPITAL TO MASSEY OAKS DEVELOPMENT, LP HOWEVER, TREZ CAPITAL HAS NOT AGREED TO MAKE ANY SUCH LOAN AND HAS NOT REPRESENTED THAT IT WILL EVER MAKE THE LOAN, AND TREZ CAPITAL RESERVES THE RIGHT TO MAKE THE LOAN, OR NOT MAKE THE LOAN, IN ITS SOLE AND ABSOLUTE DISCRETION. A RECIPIENT OF THIS DRAFT LETTER AGREEMENT MAY NOT RELY THEREON. May_,2024 City of Pearland 3519 Liberty Street Pearland,Texas 77581 Re: Third Amended Development Agreement dated effective , 2024 ("Agreement")between MASSEY OAKS DEVELOPMENT LP, a Texas limited partnership ("Developer") and THE CITY OF PEARLAND, TEXAS ("City"); that certain loan ("Loan") from Trez Capital (2015) Corporation ("Lender") to Developer pursuant to that certain Loan Agreement between Lender and Developer, dated June 25, 2021, as amended and modified from time to time (the "Trez Loan Agreement"). Gentlemen. Lender acknowledges that Developer and City have entered into the above-captioned Agreement; a true and correct copy of which is attached hereto as Exhibit A,providing for, among other things,the construction of the improvements described on Exhibit B attached hereto and made a part hereof(collectively,the"Specific Offsite Improvements")and being more particularly described in the Agreement. The Specific Offsite Improvements described on Exhibit B to this letter agreement: (i) are required to be constructed pursuant to the Agreement in connection with Developer's development of the "Massey Oaks" development consisting of approximately acres of land m Pearland,Brazona County,Texas("Development");and(ii)constitute only a portion of all the offsite improvements that are required to be constructed by Developer under the Agreement. The work 111654.000126 4869-2056-6706.9 required to construct the Specific Offsite Improvements is referred to herein as the "Work" as described on Exhibit B attached hereto and made a part hereof. Developer and Lender acknowledge that when the obligation of a developer to install public improvements for a development are deferred until after approval of a Final Subdivision Plat, the property owner is required to provide sufficient security (i.e., cash escrow, irrevocable letter of credit, or performance bond naming the City as an obligee), in accordance with the City's Unified Development Code, to ensure completion of the required public improvements. Developer's attempts to obtain traditional forms of financial security for the Specific Offsite Improvements have been unsuccessful,therefore,the parties hereto have agreed to allow this Set Aside Letter to serve as the secunty for the Specific Offsite Improvements. Under the Agreement, components of the Specific Offsite Improvements (each, a "Component")are required to be constructed upon the filing of a final plat for a specified cumulative number of single-family residential lots (collectively, the "Lots") that are to be developed as part of the Development,or,in case of certain water improvements,upon the issuance of building permits for a specified cumulative number Lots, as indicated on Exhibit B attached to this letter agreement (the filing of a final plat for such specified cumulative number of Lots,or the issuance of building permits for such cumulative number of Lots, as applicable, which triggers the construction requirement of a particular Component of the Specific Offsite Improvements is referred to herein as a "Triggering Event"). Developer has entered into the Trez Loan Agreement with Lender, described on Exhibit C attached hereto and made a part hereof,to fund(i)the development of certain improvements in Phase 1 and Phase 2 of the Subdivision, and (ii) the costs of construction of the Specific Offsite Improvements.Lender acknowledges that it is familiar with the terms of the Agreement. Lender,Developer and City hereby agree as follows. 1 Lender has allocated and set aside the amount of$ .00 (the "Set Aside Funds") of the Loan proceeds available under the Trez Loan Agreement for construction and completion of the Work consistent with (i)the budget attached hereto as Exhibit D and made a part hereof("Budget") which the parties agree shall represent an amount equal to no less than 125% of the estimated construction costs for all the Work (it being acknowledged that each of the contractor bids for the Work that have been accepted includes a contingency amount equal to 25%of the cost of the portion of the Work that is to be performed by the applicable contractor), and(ii)the scope of the Work described in the Budget. Developer agrees to provide to City a copy of all Developer draw requests under the Trez Loan Agreement with respect to the Set Aside Funds simultaneously with the making of any request for disbursements of the Set Aside Funds. Developer and City acknowledge, understand and agree that the Set Aside Funds represent the total amount of funds Lender has allocated for the Work. Any costs and expenses for the Work in excess of the Set Aside Funds shall be borne and paid by Developer unless Lender has previously consented in writing to an increase in the Set Aside Funds to cover such excess costs and expenses. 2. Lender agrees to fund the proceeds of the Loan (including the Set Aside Funds) to Developer in accordance with the terms and conditions of the Trez Loan Agreement until such time as City gives written notice to Lender("Default Notice")that the Developer has defaulted for any Work under the Agreement.From and after Lender's receipt of the Default Notice,Lender shall no longer fund Set Aside Funds to Developer unless Developer has cured the default in accordance with the Agreement, and in the event Developer fails to cure a default in accordance with the Agreement,the City shall be 111654.000126 4869-2056-6706.9 entitled to call,or otherwise redeem,the Set Aside Funds for the Work upon presentation to Lender of a sworn affidavit from the City's Engineer, or his designee, setting forth the manner in which Developer has failed to comply with the terms of the Agreement; and Developer shall no longer be entitled to receive the Set Aside Funds,but Lender shall thereafter fund the remaining undisbursed Set Aside Funds that were not previously funded to Developer("Escrowed Amount")to Title Company("Escrow Agent")within five(5)business days,which Escrowed Amount shall be held in a segregated account by the Escrow Agent and shall be disbursed by the Escrow Agent in accordance with an Escrow Agreement dated on or about the date hereof that has been entered into by the City, Lender and the Escrow Agent ("Escrow Agreement"), as follows. (i) the City shall be entitled to periodic disbursements of the Escrowed Amount by submitting a written draw request ("Draw Request")to the Escrow Agent(and a copy of the Draw Request shall be sent simultaneously to Lender), which Draw Request shall (A) be executed by the City and the City Engineer and shall set forth the amount requested (together with necessary supporting documentation such as invoices and stating the percentage of completion), (B) include a statement as to whether the amounts requested in the Draw Request are within the applicable amount(s) budgeted for the expenses in question as provided in the Budget, and (C) include a list of all contractors who will be paid from the proceeds of the draw that is being requested,and(ii)upon submission of a complete Draw Request,the Escrow Agent is authorized to disburse to the City(a"City Disbursement")the amounts requested in such Draw Request. Within 60 days of completion and acceptance of all Work, City shall provide to Developer and Lender an accounting of all costs of the Work. If excess funds remain in escrow,the escrow shall terminate and the Escrow Agent shall be authorized to return the excess funds to Lender,provided that the escrow shall automatically terminate on the date which is three (3) years from the date of funding of the escrow Thereupon, the City shall be entitled to a final draw of funds for the then completed Work, but the remainder in the escrow shall be returned to Lender If the City calls on the Escrowed Amount as provided above, (i) the City shall, to the extent a contract for the Work was previously entered by Developer,utilize the same contractors as the Developer has contracted with to construct the Work(and Developer shall assign its existing construction contracts with such contractors,as well as the engineering plans for the Specific Offsite Improvements,to the City in order to effectuate such construction),(ii)the City shall be responsible for(and the Lender shall have no responsibility for)the payment of any cost overruns in case the actual cost to construct such the Work exceeds the amount of the Escrowed Amount. 3 Lender and Developer hereby agree that any such demand for Set Aside Funds made by City shall be deemed made by or on behalf of Developer under the Trez Loan Agreement and any amounts disbursed to the Escrow Agent pursuant to such demand shall be deemed to have been advanced to Developer and shall constitute a portion of the indebtedness owed by Developer to Lender Lender shall have no obligation whatsoever to insure that, once disbursed,the Set Aside Funds are actually used for the Work or that the Work is properly completed in a timely manner according to the required standard of workmanship and otherwise pursuant to the Agreement; provided, however, City does agree to use the Set Aside Funds only for payment of the costs of performing the Work and agrees to perform the Work in a timely manner and achieve completion of the Work within a reasonable time with due haste(but not later than three(3)years after the date of funding of the escrow)in accordance with any required standard of workmanship pursuant to the Agreement.Moreover,Lender makes no representation or warranty as to (i) whether the amount of the Set Aside Funds to be advanced by Lender will be sufficient to complete the Work,(ii)the quality of the construction of the Work, or(iii) the compliance of the Work with laws or plans and specifications. 4 At such time as the Loan has been paid in full(i)as a result of the sale of the Development (or any portion thereof)to a third party,Lender shall have no further obligation to fund any remaining portion of the Set Aside Funds, or(ii) as a result of Developer's refinancing of the Loan with another 111654.000126 4869-2056-6706.9 financing source("Refinancing Lender"),it shall be a condition precent to any refmancmg of the Loan that the Refinancing Lender execute a substitute security, acceptable to City,to replace this Set Aside Letter,and upon execution of such substitute security,Lender shall have no further obligation to fund any remaining portion of the Set Aside Funds. 5 Developer and City agree to deliver to Lender any Notice of Default delivered in connection with the Agreement, contemporaneously with delivery of such notices to the other party 6 Each party represents and warrants to the other party that(i)the representing party has full authority to enter into this set aside letter and to perform its obligations under this set aside letter and this set aside letter constitutes the valid, binding and enforceable obligation of such representing party,and(ii)no consent or approval of any other party is necessary for this set aside letter to be the valid,binding and enforceable obligation of the representing party 7 This set aside letter shall inure to the benefit of the parties hereto and their respective successors and assigns. 8. This set aside letter may be executed in counterparts,a fully executed copy of which may be introduced into evidence as proof of same. 9 This set aside letter may also be executed by means of facsimile signature, an electronically-scanned signature; electronic signature utilizing DocuSign, or any similar technology which shall be deemed to be an original signature for all purposes. Very truly yours, TREZ CAPITAL (2015) CORPORATION, a British Columbia corporation By. Name Title Address for Notices. 5055 Keller Springs Road, Suite 500 Addison,TX 75001 Attn.John D Hutchinson 111654.000126 4869-2056-6706.9 Developer acknowledges and agrees to the terms of this set aside letter and further acknowledges that any disbursement by Lender pursuant to this set aside letter shall constitute an Advance under the Construction Loan and may be made by Lender without notice to or consent of Developer CITY DEVELOPER. CITY OF PEARLAND MASSEY OAKS DEVELOPMENT LP, a Texas home rule city a Texas limited partnership By• By Massey Oaks GP,LLC, Name a Texas limited liability company Its: Its General Partner By Ronald R.Cobb,Manager By Peter K.Ghishan,Manager 77 EXHIBIT I SUBDIVISION IMPROVEMENT AGREEMENT , r r 78 This Agreement is entered into this day of , , by and between the CITY OF PEARLAND, TEXAS, (hereinafter"City"), and (hereinafter"Developer") WHEREAS, Developer has filed for approval by City a final subdivision plat for (hereinafter the "Project"), and WHEREAS, City's Unified Development Code (UDC) mandates completion of all public improvements required to serve the subdivision prior to approval of the final plat for said subdivision, and WHEREAS, approval of the final plat for Project requires the completion of the following public improvements (hereinafter the "Improvements"), which have not been constructed , and WHEREAS, Sections 3 1 8 3 and 3 1 8 4 provide a procedure whereby Developer may postpone completion of the required public improvements until after final plat approval upon execution of a subdivision improvement agreement and posting of adequate security; and WHEREAS, City and Developer desire an agreement to set forth their respective responsibilities with regard to the Project. WITNESSETH NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows 1 Developer shall complete construction of the Improvements by , 20 , which date shall not be later than twenty-four (24) months after recordation of the final subdivision plat for the Project. 2 Developer shall require a performance bond from the contractor that Developer retains to construct the Improvements sufficient to cover the cost of the Improvements, and said bond shall name City as a co-obligee 3 Developer shall warrant the Improvements for a period of two (2) years following their acceptance by City, and shall provide City a maintenance bond in an amount equal to one hundred percent (100%) of the costs of the Improvements to cover any warranty repairs needed to the Improvements during the warranty period 4 Pursuant to Section 3 1 8 4 of the UDC, Developer posts security for completion 79 of the Improvements by the instrument attached hereto as Exhibit A. This security shall be in an amount equal to one hundred twenty-five percent (125%) of the cost of the Improvements City shall be entitled to cash, call, or otherwise redeem said security and take possession of the funds upon presentation to the surety or financial institution that issued the security or upon which it is drawn, of a sworn affidavit from the City Engineer or his designee setting forth the manner in which Developer has failed to comply with (1), (2), or (3) above 5 City agrees to accept for filing and presentation. to City's Planning and Zoning Commission for final approval Developer's final subdivision plat of the Project. 6 This Agreement may only be amended, modified, or supplemented by written agreement and signed by both parties 7 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. 8 Nothing herein is intended to supersede or waive any City ordinance or regulation pertaining to such construction 9 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. 10 This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Texas 11 The Parties agree that any suit arising out of or related to this Agreement shall be filed in Brazoria County Texas 80 IN WITNESS WHEREOF, the parties have hereunto set their hands and signatures on the date first above mentioned Name of Developer By. Name Title CITY OF PEARLAND, TX By. Raj Shrestha, PE, City Engineer ATTEST City Secretary 81