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R2021-018 2021-01-25RESOLUTION NO. R2021-18 A Resolution of the City Council of the City of Pearland, Texas, authorizing the City Manager or his designee to enter into a First 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 First 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 First Amended Development Agreement. PASSED, APPROVED and ADOPTED this the 25th day of January, A.D., 2021. ATTEST: CRYSTAL ROAN, TR� MC CITY SECRETARY APPROVED AS TO FORM: DARRIN M. COKER CITY ATTORNEY 000...IlP ttttttttt ot` PRE '', ...gyp or: FIRST AMENDED DEVELOPMENT AGREEMENT THIS FIRST 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 in 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 approving this Agreement between the City and First Capital Partners, LLC; and subsequently authorized the Assignment of the rights and obligations of First Capital Partners under this Agreement to Developer; 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 First Amended Development Agreement to reflect the mutually agreeable amendments to the terms of the Agreement. B. Capitalized terms used in these recitals are defined in Article 1 below. C. The Developer is the holder of the right to acquire and develop the Property from the current owners thereof. The Developer currently intends to develop and improve, 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 Developer believes that approximately 145 acres of the Property is currently located within the City's municipal boundaries and the remaining approximately 212 acres of the Property is located within the extraterritorial jurisdiction of the City. The Developer has, pursuant to the terms and conditions of this Agreement, voluntarily requested the City to annex that portion of the Property not currently located within the City's municipal boundaries to 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 believe that the creation and operation of a MUD 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. Accordingly, the Developer desires to petition the TCEQ or the Legislature of the State of Texas to create a MUD containing all of the Property. Subject to the requirements set forth herein, the City intends to provide its consent to the creation or the inclusion of all or any part of the Property within the MUD. The Developer and the City also intend to create a PD over the Property. F. 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. G. 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. H. 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. I. This Agreement is authorized by Texas Law, including but not limited to, TEx. LOC. GOVT CODE Sec. 212.071, et. seq., and 212.171, et seq., and Ch. 380. J. 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. 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. CitJ� 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 �a 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 the Effective Date. Developer means First Capital Partners, LLC 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 of law 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. Effective Date means the date on which this Agreement receives approval from and is executed by both Parties, subject to the annexation of the Property. MZID means a new in -city municipal utility district to be created under general law or through one or more acts of the Texas Legislature pursuant to Article XVI, Section 59 of the Texas Constitution and operated under Chapters 49 and 54 of the Texas Water Code, as amended for the purpose or purposes of financing, planning, constructing, operating, maintaining or otherwise providing for the public infrastructure or improvements described in this Agreement or any of them for or to all or any portion of the Property. 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. PI°oject 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 357-acre tract legally described at Tract 1 and Tract 2 in Exhibit A attached hereto and made a part hereof and shown on the site plan attached as Exhibit A4. PD means a Planned Development for the Property adopted pursuant to the City of Pearland Unified Development Code. Party or Parties means all or any of the City and the Developer, as applicable, and their respective successors and/or permitted assigns. 3 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. Reguit°ed Regionagional public infrastructure improvements listed on Exhibit B attached and Required Easements therefore, which are required by the City to be installed by the Developer at its expense, subject to 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. TCEQ means the Texas Commission on Environmental Quality and its successors. Sep°vice Area means the area that can be served by the proposed Harkey Road trunk main sanitary sewer as shown in Exhibit H. 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 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: (i) Consent to the creation of a MUD over the Property under the conditions described in Exhibit J, which are the City's standard consent conditions for the creation of municipal utility districts, when requested by the Developer; (ii) Enter into a Utility Services Agreement with the Developer and a MUD in substantially the same form as the Utility Services Agreement attached to the consent conditions in Exhibit XI I (iii) Create a 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 A4. (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 1,000 equivalent single-family connections; (v) Provide water and wastewater connections as required by the Project and as shown on the Developer's projected build -out schedules; (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 authority; (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. 5 402 Developer's obligations. (a) The Developer intends to take the following actions, and agrees to use its best efforts to do so: (i) Petition the TCEQ or the Legislature of the State of Texas for the creation of a MUD over the Property; (ii) Prepare and implement the PD, including the adoption of deed restrictions and other restrictive covenants consistent with the PD and relevant City regulation; (iii) Assemble and purchase the Property for ownership and development; (iv) Oversee and construct Required Regional Improvements, such as water, sanitary sewer and drainage facilities, 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 water and 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; (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 City; 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 districts. 4.3 Developer and City Obligations relating to the construction of Required Re ig onal 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 and any public infrastructure within the Project to be installed at any time after preliminary plat approval upon the Developer signing an agreement providing appropriate fiscal security (escrowed funds or letter of credit) to secure the completion of the infrastructure in accordance with a Subdivision Improvements Agreement (SIA) between the Developer and the City in the form attached as Exhibit L. All Required Regional Infrastructure shall be constructed in accordance with the City's Engineering Design Criterial Manual, as amended. (b) Roadway Obli atg ions. The Developer and/or the MUD 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 I and shown graphically on Exhibit C. The Developer, by and through the MUD and/or independently, 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. Table 1 Developer City Developer City Key Road Facility Completion Developer Obligation Obligation Obligation Obligation Deadline South two lanes ('h boulevard) concrete curb CR 100 Recording the Final and gutter in ultimate 1 (Adjacent to plat of the 1st ROW location, including None $113141257.00 $0.00 Property) single family lot* crossing over GCWA canal as approved by GCWA North two lanes ('/2 CR 100 Recording the Final boulevard) concrete curb 2 (West of plat of the 1 st and gutter in ultimate None $1,6281821.00 $0.00 Property) single family lot* ROW location, with asphalt transitions to the South side CR 100 & FM Recording the Final Asphalt westbound and 3 1128 plat of the 1 st northbound right turn None $372,000600 $0.00 Intersection single family lot* lanes and traffic signal Concrete curb and gutter CR 100 & Recording the Final full intersection in 4 Harkey Road plat of the 1st ultimate ROW location None $431,580,00 $0.00 Intersection single family lot*,** (250' 4 lanes in all directions plus 200' turn lanes) Acceptance of the Western two lanes of 5 North Harkey 500th single family ultimate four -lane divided None $3,079,251.00 $0.00 Road lot** concrete curb and gutter in ultimate ROW location Western two lanes of ultimate four -lane divided South Harkey Acceptance of the concrete curb and gutter 6 Road 500th single family to north line of "Rogers None $2,087,847.00 $0.00 00 to) lot** Tract " ; full four lanes Collector divided to collector; in ultimate ROW location Four lanes divided South Harkey concrete curb and gutter Road Acceptance of the from collector to south 7 (Collector Rd to 800th single family line of "Massey Tract"; None $822,676,00 $0.00 Hastings lot** eastern two lanes to Cannon) Hastings Cannon; in ultimate ROW location Hastings Acceptance of the Northern two lanes (1/2 8 Cannon Road single y 800th family boulevard) concrete curb None $1,330,473.00 $0.00 (Adjacent to and gutter in ultimate Property) ROW location Hastings Acceptance of the Two lane asphalt road 9 Cannon Road 800th single family with open ditch in None $4473500.00 $0.00 (East of lot** existing ROW Property) Sub -total $11,514,405.00 $0.00 * If the Developer signs an agreement providing appropriate fiscal security (escrowed funds or letter of credit) to secure the completion of the infiastructure in accordance with a Subdivision �3 Improvements Agreement (SIA) between the Developer and the City in the form attached as Exhibit L, as to any of the road facilities list in Table 1, Items 14, then the deadline for completion is the earlier of (i) Acceptance of the 150"' single family lot, or (ii) 2 years from the date of the recording of the final plat for the 1" single family lot. Developer may request the City extend the deadline based on delays in the acquisition of the required right of way, engineering complications or other force majeure. *XOI earlier if required as secondary access per City's 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. c) Water Distribution Obli ate. 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. 0 Table 2 Developer Developer City Developer City Key Water Facility Completion Obligation Obligation Obligation Obligation Deadline 10 FM 1128 (CR 100 to CR Acceptance of the first single family 12" water main in Oversize fi•om $5725390.00 $375850.00 101) lot ultimate easement 12" to 16" CR 100 Acceptance of the 12" water main in Oversize from 11 (FM 1128 to first single family $5665447.00 $375705600 Harkey Rd) lot ultimate easement 12" to 16" Veterans Drive Acceptance of the 12" water main in Oversize from 12 (CR 100 to CR 500"' single family $7%780.00 $161,100.00 101) lot* ultimate easement 12" to 20" CR 100 Acceptance of the 12" water main in Oversize from 13 (Harkey Rd to 50011' single family $8565384400 $56,860.00 Veterans Dr) lot* ultimate easement 12" to 16" Harkey Road Acceptance of the 12" water main in 14 (CR 100 to 50011' single family None $3255100.00 $0.00 Collector) lot* ultimate easement Harkey Road Acceptance of the „ 15 (Collector to 80011' single family 12 water main in None $2305500.00 $0.00 Hastings lot* ultimate easement Cannon Sub4otal $353195601000 $2935515.00 *Or earlier if required by the Project's Master Water Plan issued pursuant to the City's 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 Obli atg ions. The Developer shall install the required wastewater collection improvements for the Project ("Wastewater Improvements") in 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. lDl Table 3 Wastewater Developer Developer City Facility (and Completion Developer Obligation City Obligation Obligation Obligation size) Deadline North Harkey Gravity sewer main of Establish and (Ravenwood Acceptance of the sufficient depth and size administer pro rata 16 to CR 100) first single family to accommodate the $3,383,819.00 $0.00 30" sewer lot service in ultimate cost recovery line gravity service area. program Sanitary lift station and South Harkey force main of sufficient Establish and ( Lift Station Acceptance of the depth and size to depth administer pro rata 17 500'�' single family $0.00 and Force lot accommodate the service cost recovery Main in ultimate lift station program service area Sub -total $4,6791184.00 $0.00 The estimated cost for the Wastewater Improvements is $4,679,184.00 ("Estimated Cost"), as set forth in the Cost Estimate attached hereto as Exhibit G. The Wastewater Improvements are sized to provide service for both (i) the Property, and (ii) the area shown on Exhibit H ("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 15245 4,215 35265 (77% South Harkey Lift Station 0 1,245 15245 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 cost 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: ((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. 11 The reimbursement for the Lift Station Service Area shown on Exhibit H equal to the actual cost A 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)(14), as if applicable to the Wastewater Improvements. At the same time as the Property is annexed and zoned, the City shall adopt and enforce apro- 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. 3) The Developer shall, or shall cause the MUD to, advance the funds necessary to pay the contractors) 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 12 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 or will be located entirely within the corporate limits of the City and will seek legal authority to construct, acquire, improve, maintain or operate roads. If granted, such legal authority will require that any road projects undertaken by the MUD 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. 4.5 Acquisition of Required Easements. (a) Generally. The City will acquire the Required Easements, at the Developer's cost, as provided in this section. (b) Identification of Required Easements. The City Engineer and the Developer's Engineer (R.G. Miller) shall cooperatively designate the Required Easements widths and location following the following chart. Additional ROW Width Segment Extent Side on which Easement Width Easement Location Based FM 1128 Bailey to Massey East NA 20' Ranch Road 13 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 20' with five-foot overlap Harkey North Bailey to Massey West 20 feet (1) with ROW (15' outside of Ranch Road ROW) 20' with five-foot overlap Veterans Bailey Massey East 20 feet (2) with ROW (15' outside of Ranchh Road 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) (1) In addition to easement costs, Developer is responsible for ROW cost due to roadway construction obligations on these segments, and the cost of any necessary utility/pipeline relocations, including the coordination thereof (2) Developer is responsible for easement costs on these segments. Developer is not responsible for ROW cost, because Developer has no roadway construction obligations on these segments. The Developer is not required to acquire public easements for uses not required for the Project. Once identified, the Developer shall retain a surveyor approved by the City to survey all Required Easements, and to prepare related surveys, property descriptions and parcel maps (the "Survey Deliverables"). The City approves R.G. Miller as surveyor. The scope of services for the Survey Deliverables is attached as Exhibit M. The Survey Deliverables may be provided in batches, which shall be substantially consistent in format and content. (c) Acquisition of Required Easements. After the Survey Deliverables for a particular type of Required Regional Infrastructure (water, wastewater, or roadway) are provided to the City, the City shall diligently pursue the acquisition of the Required Easement following its normal public easement acquisition process (including use of eminent domain). In doing so, the City shall prioritize those easements required in the initial Phase of the Project. The City shall exercise good faith efforts to both expedite the acquisition process and the cost efficiency thereof and will regularly communicate with the Developer and its engineer on the status and any impediments. (d) Payment for Acquisition Process. The Developer shall pay all reasonable third- pai-ty costs of the Required Easement acquisition, including, but not limited to surveying, engineering, right -of --way consultant, legal and compensation to owners. No charge will be made for City employees or to reimburse the City for overhead and administrative salaries or costs. The agreed estimated costs for the acquisition process is $3,224,740.00 as shown on Exhibit K. 14 (e) Deposit for Costs. The Developer shall make deposit(s) with the City for acquisition costs, either in escrow or by letter of credit. Any funds shall be set aside in a separate, federally insured account with a federally regulated financial institution entitled "City of Pearland- Massey Oaks Easement Cost Escrow", and a copy of each monthly statement provided promptly to the Developer. Any letter of credit shall be issued by a federally regulated Financial institution with assets of no less than $1,000,000,000.00 with the City as beneficiary, shall have a minimum 12 month term, and shall provide that if the term is not extended (or a replacement letter of credit provided) within the last 30 days, then the City may draw on the letter of credit. Otherwise, the letter of credit shall be "clean", not subject to other conditions for the City to draw upon it and in form acceptable to the City, in its reasonable discretion. If such draw occurs, then the funds shall be used to establish the escrow required herein. The City may draw on these funds not more frequently than monthly, by written draw request signed by the City Finance Director addressed to the Developer describing the actual, reasonable costs of the acquisition process, and delivered to the Developer at least seven (7) days prior to the proposed date for the advance. The escrow or letter of credit shall initially be established in the amount of $1,000,000.00 at the same time the first Survey Deliverables are provided to the City. At any time the remaining escrow or undrawn amount on the letter of credit drops below $100,000.00, Developer shall fund the escrow or extend the letter of credit by an additional amount, to establish a minimum escrow or letter of credit balance of $250,000.00, within seven (7) days after receiving notice from the City. The order of priority for acquiring Required Easements is established in Tables 1, 2, and 3 of this Section 4.3. Specifically, the Required Easements for project key numbers 2, 3, 4, 10, 11, and 16 are initial priority acquisitions, the Required Easements for project key numbers 5, 6, 12, 13, 14, and 17, are secondary priority acquisitions, and the Required Easements for project key numbers 7, 8, 9, and 15, are final priority acquisitions (collectively "Acquisition Priority Level"). When all Required Easements for a specific Acquisition Priority Level have been acquired, and all acquisition costs paid, the balance remaining in escrow or the letter of credit shall be promptly released to the Developer unless acquisitions for a different Acquisition Priority Level has already been initiated. After the escrow or letter of credit has been released to the Developer, the escrow or letter of credit shall be replenished to $1,000,000.00 prior to the City initiating additional acquisition requirements for a different Acquisition Priority Level. In the event Developer fails to provide the additional escrow or letter of credit within the required time, City may cease all acquisition requirements under this section. The escrow or letter of credit may not be used for any other purposes by the City and is not security for any other obligation of the Developer. Upon request, the City shall provide to the Developer copies of invoices for all costs for which funds are used. The Developer shall provide the City a list of any discrepancies. The City and the Developer shall meet to discuss any discrepancies and endeavor, in good faith, to achieve agreement on the proper payment amount. If, after reviewing these invoices and meeting with the City, the Developer is not satisfied that the funds have been properly utilized, then, the Developer may audit any escrow account and the acquisition costs and related records. The Developer's auditor shall meet with the City Finance Director or outside auditor to outline the scope and process for the audit. Only one audit is permitted in any calendar year. No audit may cover a period previously audited, unless necessary in the reasonable opinion of the Developer's auditor. 15 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. (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. 16 ARTICLE GENERAL PROVISIONS 6.I 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, in writing, the Party alleged to have failed to perform of the alleged failure and shall demand performance. No breach of this Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within 30 days of the receipt A 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 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 1-1 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 17 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)(1) 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. 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 assi ng ees• 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 with a copy to: City Attorney City of Pearland 3 519 Liberty Drive Pearland, Texas 77581 If to the Developer: with a copy to: Massey AS Development, LP 241 Ridge St, Ste 330 Reno, Nevada 89501 Attention: Ron Cobb Wilson Cribbs +Goren 2500 Fannin St Houston, Texas 77002 Attention: Reid Wilson If to Developer's Lender: 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. The City acknowledges that the Developer may assign this Agreement to a 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, the Developer is released from liability. 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 19 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; (b) December 31, 2057; or (c) the early termination of this Agreement pursuant to Section 6.14. 6.14 Early Termination of Agreement. The Developer reserves the right to terminate this Agreement by delivery of written notice to the City stating that the Developer has determined not to purchase the Property, or that the Project has been terminated by the Developer for any reason, such as failure to receive acceptable entitlements. Such determination shall be made by the Developer prior to June 1, 2017. Furthermore, this Agreement shall automatically terminate if the Property is not annexed by the City and the PD for the Property is not approved by City on or before October 1, 2017 or the Developer's right to develop the Property expires in accordance with Section 2.2.2.10 of the City's Unified Development Code. 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 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 r�i 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. [Signatures begin on following page] IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all requisite authorizations as of the date first above written. ATTEST: City Secretary City Attorney CITY: CITY OF PEARLAND, TEXAS, a home rule municipality By: City DEVELOPER: MASSEY OAKS DEVELOPMENT, LP Name: 1�'�12 6HISN1� Title: tNMJ Ga'L 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 Exhibit C Roadway improvements map Exhibit D Roadway cross-section Exhibit E Water Distribution improvements map Exhibit F Wastewater Collection improvements map Exhibit G Approved Cost Estimate for Wastewater Improvements Exhibit H Wastewater Service Area map Exhibit I Intentionally Deleted Exhibit J MUD consent conditions Exhibit J-I Utility Services Agreement Exhibit K Approved Cost Estimate for Required Easements Exhibit L Subdivision Improvements Agreement (SIA) Exhibit M Scope of Services for Survey Deliverables 23 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 A 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 O. 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; 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 24 2364.30 feet to a "P4. 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 5/84nch 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 5/84nch 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 3465.12 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 ).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 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. 13 19 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. 26 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 in 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.O.W.) line of County Road 1*28 (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 norih 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 I MJ 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: z� 1. North 87 degrees 17 minutes 52 seconds East, distance of 780.16 feet to a 5/& 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 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 2527.16 feet to the POINT OF BEGINNING and containing 72.279 acres of land. m TRACT 8 FIELD NOTES FOR 72.584 ACRES Being a tract of an containing 72.584 acres (3,161, 737 square feet), located within the C.W. Groos Survey, Abstract-525 in Brazoria County, Texas; Said 72.584 acre tract being a portion of a called 160 acre tract recorded in the name of Richard Rogers in Volume 103, Page 371 of the Brazoria County Deed Records (B.C.D.R.); Said 72.584 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): COMMENCING 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.O.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 and 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., South 87 degrees 19 minutes 22 seconds West, a distance of 1457.07 feet to a 5/8-inch iron �kod with a Miller Survey Group (MSG) cap set for the southeast corner and POINT OF BEGINNING of the herein described tract at the southwest corner of said 13.655 acre tract; Thence, continuing with the north line of said 151.44 acre tract and the south 1zne of said 160 acre tract, South 87 degrees 19 minutes 22 seconds West, a distance of 1177.35 feet to a 5/8-inch iron rod with a MSG cap set at an angle point in said 151.44 acre tract, for the southwest corner of said 160 acre tract and the herein described tract; Thence, with the uppex east line of said 151.44 acre tract, the east line of a called 138.83 acre tract of land recorded in the name of Margurite Massey Smith Charitable Remainder Trust, U.A. in B.C.C.F. No. 2010013347, same being the west line of said 160 acre tract, North 02 degrees 36 minutes 15 seconds West, at a distance of 1389.29 feet pass a 5/8- inch iron rod found at the southeast corner of said 138.83 acre tract, same being the upper northeast corner of said 151.44 acre tract, and continue in all a total distance of 2634.99 feet to a 5/8-inch iron rod with a MSG cap set for the northwest corner of said 160 acre tract and the herein described tract; 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 5/84nch 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. 30 EXHIBIT A-1 Site Plan for the Project on the Property 31 l 0 •e. J with the revised PD. 33 EXHIBIT B Required Regional Infrastructure Key Road Facility Developer Completion Deadline Description South two lanes ('h boulevard) concrete curb CR 100 Recording the Final plat of the 15' and gutter in ultimate ROW location, 1 (Adjacent to Property) single family lot* including crossing over GCWA canal as approved by GCWA CR 100 Recording the Final plat of the 1 S' North two lanes ('h boulevard) concrete curb 2 and gutter in ultimate ROW location, with (West of Property) single family lot* asphalt transitions to the South side CR 100 & FM 1128 Recording the Final plat of the 15' Asphalt westbound and northbound right turn 3 Intersection single family lot* lanes and traffic signal CR 100 & Harkey Road Recording the Final plat of the 15' Concrete curb and gutter full intersection in 4 ultimate ROW location (250' 4 lanes in all Intersection single family lot*,** directions plus 200' turn lanes) Acceptance of the 500th single family Western two lanes of ultimate four -lane 5 North Harkey Road lot** divided concrete curb and gutter in ultimate ROW location Western two lanes of ultimate four -lane South Harkey Road Acceptance of the 500'h single family divided concrete curb and gutter to north line 6 (CR 100 to Collector Rd) lot** of "Rogers Tract"; full four lanes divided to collector; in ultimate ROW location Four lanes divided concrete curb and gutter South Harkey Road Acceptance of the 800th single family from collector to south line of "Massey Tract 7 (Collector Rd to Hastings lot** eastern two lanes to Hastings Cannon; in Cannon) ultimate ROW location Hastings Cannon Road Acceptance of the 8001h single family Northern two lanes ('/z boulevard) concrete 8 (Adjacent to Property) lot** curb and gutter in ultimate ROW location Hastings Cannon Road Acceptance of the 800'h single family Two lane asphalt road with open ditch in 9 (East of Property) lot** existing ROW *If the Developer signs an agreement providing appropriate fiscal security (escrowed funds or letter of credit) to secure the completion of the infrastructure in accordance with a Subdivision Improvements Agreement (SIA) between the Developer and the City in the form attached as Exhibit L, as to any of the road facilities list in Table 1, Items 14 then the deadline for completion is the earlier of (i) Acceptance of the 150th single family lot, or (ii) 2 years from the date of the recording of the final plat for the 1s' single family lot. Developer may request the City extend the deadline based on delays in the acquisition of the required right of way, engineering complications or other force majeure. **Or earlier if required as secondary access per City's Engineering Design Criteria Manual or Fire Code. 34 Key Water Facility Developer Completion Deadline Description FM 1128 Acceptance of the first single family 10 CR 100 to CR 101 lot 12 water main in ultimate easement CR 100 Acceptance of the first single family 11 FM 1128 to Harkey Rd lot 12 water main in ultimate easement Veterans Drive Acceptance of the 500th single family 12 (CR 100 to CR 101) lot* 12" water main in ultimate easement CR 100 (Harkey Rd to Acceptance of the 500th single family 13 Veterans Dr) lot* 12 water main in ultimate easement Harkey Road Acceptance of the 500th single family 14 CR 100 to Collector lot* 12 water main in ultimate easement Harkey Road (Collector to Acceptance of the 800th single family 15 Hastings Cannon) lot* 12 water main in ultimate easement Key Wastewater Facility and size Developer Completion Deadline Description North Harkey (Ravenwood Gravity sewer main of sufficient depth and to CR 100) Acceptance of the first single family size to accommodate the service in ultimate 16 30 sewer line lot gravity service area. Sanitary lift station and force main of South Harkey Acceptance of the 500th single family sufficient depth and size to accommodate the 17 Lift Station and Force Main lot service in ultimate lift station service area 35 EXHIBIT C Roadway Improvements Map laAUVA � AYM IFI V%Opvan g eze o rL . ueao I A%M pgan i tce ao pI+- I �P �z J a I i A aQ tNpi 06W�d$ ' Q I ap pimlazefi � s�ca� eiea� II aGntld�ur.•abe as v�u ao suWalaA 1113 mvmo a CIIUO I o A WaODIaB WClaur I I 1 � as aM 6 ro l r I QCD 64 Ll Ll Ll rn _ L _. ? a 4�F v'o FU n 0 n a i 7s �� m Q CD w 3 s -ml o (7 3: ' J (D �' j N N > D g a ! :C CD a F `U Z CL 011lCB' GVvlisc\LAND tXMItlIIJWtAI/LIWU�tlttltlll_l:.11ua EXHIBIT D Roadway Cross-section 37 nrnx�r.a....a�.aa„w,m n.r,n,�a a„�mua.�emew° ua oewmaw-vnviow� Y�1 tYt ( I a I =$^ So b 55 gg ON gig T �a N _ — 4� �{ LIs s R9R� 7— Y ggR g io...� I q k �L "A gel � , sae , � $OR I 9 + yb f ew ,- 4a� a #E g$8 I lin Pt a I zo r�- g T Qcsasg r r r r r r g N 9 boo0a o n� L p fig: o ill POOP! �m OOhn up, �^ m�2`�gg'� �Q lip Rim la ' �9�"IJ g W �g 0 m o f§fie 5� n6 M °c §ir!V95§F010$ �§ z'"c i'3 vyYpG 01 d� d m EXHIBIT E Water Distribution Improvements Map 1 A IIIIII — � W^�°Y1 _ rzAVM is f --.--_ _AVM UQ� leaaa ---- IIIIII — � W^�°Y1 _ rzAVM is f --.--_ _AVM UQ� leaaa ---- r aooI f _ v� m €fib 0 d 0 y 5 -i , _ 0fin i B �.N y = O 0 I� m m • O E 0� m - �' � ~ c aCL y Z 39 EXHIBIT r Wastewater Collection Improvements Map 1 } r rao Fr?o A IIieYPN+9 MldbW (�+ i �6l8 �o I xAYM q AYMIM AdM P!Qaa � _ ♦ — TJO ``-IalA - $ O C rn �� _� a E e z Fa tiz m d (D a $ cNn o ? 01 m y N o C n n m 3 r 0 o D) 3 xZL immomm a E 40 EXHIBIT G Agreed Cost Estimate for Wastewater Improvements Oec�rrber 10, 202J EXF9IROT � Agreed Cost Estimate for Wastewater Improvements 357 ACRE PEARL.AND TRACI PRELIMINARY ENGINEER'S ESTIMATE FOR THE CONSTRUCTION OF PX01iNGr STORM SEWER, SANITARY SEWER, & WATER LINE PER CdTY OF PEA411L AND T.LA. & UTILITY REPORT KEY 1S fL�ORTii ti��RKE'r' RD SAtAIT�iRY ITEt�:S DEVELOPER fib'_ DESCRIPT1014 11Fi'il' CUAfrrITy UNTTPRIC TOTA SHAR SHARE 1• MlIzalon 8 site Prep 11Ecr s.�. 1 54-34olXDO S41UilX%W 5431, W1L10 43,a*3 2. .ir I.F. 613%0 5326 W TZZ53A22,5�0 S2,OW621W 93'"a °.. ADger Fer W1 & 39' Sa11t3ry Sewer 1_lre LF, 933 S426.46 $385 son.w 53E5=,9v0:T0 53,D3 4, E' Dz Ctrrosotr RestEtant %fair e EA. 22 Va 0} D.9' S=Dra,0: 5222,XnOZO V3 " °. Farra3B d Repbce Existing AsrllV PavEnrr Y. 11G 54o,Do 44,4010 g ,40G.[O $04213 E Vj'e1Sa10ConsInxAcm LF, S,O90 55510 S2751D311 5279"fWD20 wX41 7. TFen;irk SAgi FWt Sa11".,, &uw?r LF. 5,397 52 X S 10?=34 +Q 510144 1W S7.rt TOTAL -WORTH HARKEY RD SANITARY ITEMS 1;3,3E:i,813.d)0 491383.B19.00 TOTAL DEW'ELOPER CITY I}ESGRIPT1Ot4 UtI1T Car�Al1TITH tLNNITPRI?e^,E SI�`ubiE 1• vwI1=3r., S site Prep lle+1 5 L Cam. 1 5113,00O.00 $113,1a3v`.rt,<= 5113,010.i14 S0143 1 L111=tcn: CorgiE3e In Fixe LG. 1 $70c,Oxmi S707,D30.IIG S7O tW0 -rX 3,V3 3, F Force 1a13ln LF, 2,=D 550 ru0 SIKDXZ.W S16CwWk.X O'co 4, ALger FGr E' S3r art Sewer F r e t i3ln LF. 215 5325.00 569167, S.Ov 569,6?S.OI SO. O 5. MAn LF, 1SL'= Si50.Eo 522,5MAX $22,53C.Q 6. Air Refe3ze 1.da1rOLZ EA, 6 5.12,Ck3G.e?0 S72,T.*3Z.W 572,D §.ira &3 a+3 7. Brea% Milo Exislllg Malr &. valrEct V Sa'trary Sew,, Face MAJ-21 EA. 1 vrI IE i3.D3 :1,S0100 51,501D3 SOX43 5, 17 All "header hies Ralid C..Y. 4,270 535.to f,149,4-5u.7i 51 x ',4EO.G4 `�1:G3 __,. Re; aa; Existrg C=mIa Reel"d f ian1 de Ek 1 ,.1,E03.07 y1,500.D7 SUOE.1)3 &2:i:O 10, Tre. %L matey syetern Far Force wail LF. 21770 52.th: S5154-:,W SS ff4aD3 V3,D3 -SOUTH HARKEY RD SANITARY ITEMS $1,255,S3S.00 $1,235,3fi5.0{I !0.00 KEY 16 tsORTH H�RKEY RD SAFItT�iY TfEtkS P #3,583,6t9.00 55,383,813.00 $0.00 SfEY 17 SOklTti HARKEY RD 5�;1dlTARY ITEMS �1,255,305,€10 51,295,965.rS0 �S'1.0$i SUBTOTAL $4,973,184.00 $4rS75,18 ,00 $a*00 4%CONTINGENyCIES $233.553.20 033159,20 0600 SUBTOTAL $4,913,148.20 $4,31Sg143.20 040 �15%ENGINEERING S73S.571AS 3736.371AS 0*00 GRA1IDTOTAL. $StG 1,114.08 35,59+0,114.fi8 $7.00 P 4151 011PE F:irgm,42938izcc x.MmmY0aks_frwlfzriS4me EdtZe age 1 ce't EXHIBIT H Wastewater Service Area Map ��2 EXHIBIT I [Intentionally Deleted] 43 EXHIBIT J MUD Consent Conditions CONSENT CONDITIONS • The City of Pearland, Texas (the y"), through its City Manager, and the developer on behalf of the District shall enter into and execute a utility services agreement in substantially the form attached hereto as Exhibit "J-1," to specify the terms and conditions for providing water and sewage treatment services to the District (the "Utility Agreement"). Upon the District's creation and confirmation, the District shall assume all the rights, obligations, and interests of the developers under the Utility Agreement, as set forth therein. • Following final approval by the City of the first preliminary plat in the District, all meetings of the District conducted in accordance with the Texas Open Meetings Act shall be held within the City's incorporated limits. • The District may issue bonds, including refunding bonds, for any purposes authorized by law, including but not limited to, purchasing, refinancing, designing and constructing, or otherwise acquiring waterworks systems, sanitary sewer systems, storm sewer systems, and drainage facilities, roads and recreational facilities or parts of such systems or facilities, and to make any and all necessary purchases, constructions, improvements, extensions, additions, and repairs thereto, and to purchase or acquire all necessary land, right- of-way, easements, sites, equipment, buildings, plants, structures, and facilities therefore, and to operate and maintain the same, and to sell water, sanitary sewer, and other services within the boundaries of the District. All bonds issued by the District shall comply with the following terms: a) Provide that the District reserves the right to redeem said bonds on any date subsequent to the fifteenth (15th) anniversary %J the date of issuance (or any earlier date at the discretion of the District) without premium, and none of such bonds, other than refunding bonds, will be sold for less than 95% of par; provided that the net effective interest rate on bonds so sold, taking into account any discount or premium as well as the interest rate borne by such bonds, will not exceed two percent (2%) above the highest average interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the one - month period next preceding the date of the sale of such bonds. b) The District shall not fund more than 24 months capitalized interest in a single bond issue. c) Bond issuances shall provide for payment of no less than 40% of the principal within the first half of the bond maturity schedule. d) The District's initial bond debt maturity date shall not exceed 35 years. Subsequent bond issuances that exceed the maturity date for the initial bonds shall require City Council consent by adoption of a resolution, which such consent shall not be unreasonably withheld, conditioned or 44 delayed. e) No additional land may be annexed into the District unless the City Council adopts a resolution granting its consent to the annexation. f) Each year the District shall provide a copy of the order establishing its ad valorem tax rate to the City Director of Finance within 30 days after the District's adoption of the rate. g) Each year the District shall provide a copy of its annual audit to the City Finance Director within 30 days of the District's acceptance of the audit. h) The resolution authorizing the issuance of the District's bonds shall contain a provision that the pledge of any revenues from the operation of the District's water and sewer and/or drainage system to the payment of the District's bonds will terminate when and if the City annexes the District, takes over the assets of the District, and assumes all of the obligations of the District. • Before the commencement of any construction within the District, its directors, officers, or developers and landowners will submit to the City, or to its designated representative, all plans and specifications for the construction of water, sanitary sewer and drainage facilities to serve the District and obtain the approval of such plans and specifications therefrom. All water wells, water meters, flushing valves, valves, pipes, and appurtenances thereto, installed or used within the District, will conform to the specifications of the City. All water service lines and sewer service lines, lift stations, and appurtenances thereto, installed or used within the District will comply with the City's standard plans and specifications as amended from time to time. Prior to the construction of such facilities within or by the District, the District or its engineer will give written notice by registered or certified mail to the City, stating the date that such construction will be commenced. The construction of the District's water, sanitary sewer, and drainage facilities will be in accordance with the approved plans and specifications and with applicable standards and specifications of the City; and during the progress of the construction and installation of such facilities, the City may make periodic on -the -ground inspections. 45 EXHIBIT J-1 UTILITY SERVICES AGREEMENT This UTILITY SERVICES AGREEMENT (this "Agreement"), is made and entered into effective as of the day of , 2017, by and between the CITY OF PEARLAND, TEXAS, a municipal corporation and home -rule city of the State of Texas (the "City"), and BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 69, a body politic and corporate and a governmental agency of the State of Texas organized under the provisions of Article XVI, Section 59 of the Texas Constitution (the "District"). RECITALS The District has been created within the City's corporate limits for the purposes of, among Aber matters, providing water distribution, wastewater collection, storm water drainage, road, and recreational facilities (as more fully defined below, collectively, the "Facilities") to serve development occurring within and near the District inside the City limits. Under the authority of Texas Local Government Code Section 552.014, as amended, and the applicable provisions of Chapters 49 and 54 of the Texas Water Code, as amended, the City and the District may enter into an agreement under the terms of which (i) the District will acquire for the benefit of and conveyance to the City certain Facilities needed to provide water distribution, wastewater collection, and drainage services to the lands being developed within and near the boundaries of the District, and (ii) in order to enhance the economic feasibility of the District and more equitably distribute among the taxpayers of the City and the District the burden of ad valorem taxes to be levied from time to time by the City and the District, the City will make annual tax and monthly water and sewer revenue rebate payments to the District in consideration of the District's financing, acquisition, and construction of the Facilities. The City and the Developer have entered into the Development Agreement pursuant to which the City consented to creation of the District by the Developer and the financing and construction of the Facilities. The City and the District have determined that they are authorized by the Constitution and laws of the State of Texas to enter into this Agreement and have further determined that the terms, provisions, and conditions hereof are mutually fair and advantageous to each. AGREEMENT Now, therefore, for and in consideration of these premises and of the mutual promises, obligations, covenants, and benefits herein contained and hereby acknowledged, the City and the District contract and agree as follows: ARTICLE I DEFINITIONS The capitalized terms and phrases used in this Agreement shall have the meanings as follows: "Annual Payment" means the annual payment to be made by the City to the District, as defined in Section 6.01 hereof. "Annual Payment Elimination Date" means the date on which the Am1ua1 Payment is no longer required to be paid by the City to the District, as more fully described in Section 6.01 hereof. "Approved Plans" means plans and specifications for the Facilities approved by the City, as more fully described in Section 2.01 hereof. "Approving Bodies" means any or all of the following entities, as appropriate in a particular context: the City; Brazoria County, Texas; the TCEQ; the Attorney General of Texas; the Comptroller of Public Accounts of Texas; the United States Department of Justice; and all other federal, state, and local governmental authorities having regulatory jurisdiction and authority over the financing, construction, and/or operation of the Facilities, or the subject matter of this Agreement. "Bonds" means the District's bonds, notes, or other evidences of indebtedness issued from time to time for the purpose of financing the costs of purchasing, constructing, acquiring, operating, repairing, improving, or extending the Facilities, District creation and operation expenses, site costs and right -of --way acquisition expenses, providing for interest to developers and for any necessary capitalized interest and costs of issuance, capital recovery charges, including payment of the Connection Charges, and for such other purposes permitted or provided by state law, whether payable from ad valorem taxes, the proceeds of one or more future bond issues, or otherwise, and including any bonds, notes, or similar obligations issued to refund such bonds. "City" means the City of Pearland, Texas, a municipal corporation and home -rule city of the State of Texas. "City Facilities" mean all Facilities with the exception of all recreational facilities and those road facilities located outside the corporate limits of the City that the District intends to convey to the City for ownership, operations and maintenance pursuant to Article IV of this Agreement. "Connection Charge" means the amount to be paid to the City for water and wastewater capacity for each improvement within the District at the time of connection of the improvement to the Facilities, as more fully described in Section 5.04 hereof. "Consent Ordinance" means Ordinance No. _adopted by the City evidencing the City's consent to the creation of the District in accordance with Texas Local Government Code Section 47 42.042 and Texas Water Code Section 54.010, each as amended. "Construction Costs" means costs associated with any particular Facilities construction project under the terms of this Agreement, including, but not limited to, costs of construction, acquisition, and installation; engineering fees and expenses; costs of advertising; costs of acquiring necessary licenses, permits, waste control orders, discharge permits or amendments thereto; fiscal, legal, and administrative costs; materials testing costs; site, easement, and permit costs; and all other costs and expenses directly relating to the foregoing, together with an amount for contingencies or estimated Construction Costs of not more than fifteen percent (15%) of the foregoing, provided that no contingency amount shall be included in "Construction Costs" regarding a particular construction project once that project is complete. "Developer" means First Capital Partners, LLC, a Nevada limited liability company, or its successors or assigns. "Development Agreement" means that certain Development Agreement by and between the City and the Developer, dated effective as of , 2017, as the same may be amended, supplemented or otherwise modified from time to time. "District" means Brazoria County Municipal Utility District No. 69, a body politic and corporate and a governmental agency of the State of Texas organized under the provisions of Article XVI, Section 59 of the Texas Constitution. "District Assets" means, without limitation, (i) all rights, title, and interests of the District in and to all and any portion of the Facilities, (ii) any Bonds of the District which are authorized but have not been issued by the District, (iii) all rights and powers of the District under any agreements or commitments with any persons or entities pertaining to the financing, construction, or operation of all or any portion of the Facilities and/or the operations of the District, (iv) all cash and investments, and amounts owed to the District, and (v) all books, records, files, documents, permits, funds, and other materials or property of the District. "District Engineer" means R.G. Miller Engineers, Inc. or such other engineering firm as the District may, in its sole discretion, engage from time to time. "District Obligations" means, without limitation, (i) all outstanding Bonds of the District, (ii) all other debts, liabilities, and obligations of the District to or for the benefit of any persons or entities relating to the financing, construction, or operation of all or any portion of the Facilities or the operations of the District, and (iii) all functions performed and services rendered by the District for and to the owners of property within the District and the utility service customers of the City who receive services provided from the Facilities. "Engineering Reports" means and refers to any engineering reports prepared by the District Engineer fi•om time to time relating to the issuance of Bonds by the District, copies of which shall be on file in the offices of the District. "Facilities" means and includes the water distribution, wastewater collection, storm water collection, pollution prevention, detention and drainage systems, road facilities, and recreational facilities financed, constructed, purchased, or otherwise acquired or to be financed, constructed, rip purchased, or otherwise acquired by the District to serve lands within and near its boundaries, and all improvements, appurtenances, additions, extensions, enlargements, or betterments thereto, including any pro rata interest or share in such facilities, together with all contract rights, permits, licenses, properties, rights -of --way, easements, sites, and other interests related thereto, all as may be more fully described in the Engineering Reports. "hlitial Reduction Tax Rate" means the District's debt service tax rate in effect as of the Reduction Date, as more fully described in Section 6.01 hereof. "Monthly Revenue Payments" means the monthly payments to be made by the City to the District, as more fully described in Section 6.04 hereof. "Oversized Facilities" means water, sewer, and/or drainage facilities sized to serve areas outside the District or constructed to serve areas outside the District, as more fully described in Section 2.04. "Payment Date" means the date each year when the Annual Payments are due, as more fully described in Section 6.02 hereof. "Reduction Date" means the date on which certain conditions are met to begin reducing the amount of the Annual Payment due from the City to the District, as more fully described in Section 6.01 hereof. "TCEQ" means the Texas Commission on Environmental Quality, or any successor or successors exercising any of its duties and functions related to water conservation and reclamation districts. "Utility Development Agreements" means the District's agreements, if any, as more fully described in Section 3.04 hereof. ARTICLE II DESIGN AND CONSTRUCTION OF THE FACILITIES 2.01. Design. The Facilities shall be designed by the District Engineer in accordance with sound engineering principles and in compliance with all applicable requirements of the Approving Bodies. The plans and specifications for the Facilities shall be subject to review and approval by the City, the District, and the Approving Bodies with jurisdiction (such plans and specifications approved by the City shall be referred to in this Agreement as the "Approved Plans"). The District shall not make any changes to the Approved Plans without the written approval of the City which such written approval shall not be unreasonably withheld, conditioned, or delayed. The City shall not require that the Facilities be designed to requirements more stringent than the City's requirements applicable to the design of similar facilities outside the District but within the City's jurisdiction. The District shall design the Facilities in such phases or stages as the District from time to time, in its sole discretion, may determine to be necessary and economically feasible. 49 2.02. Construction. When the District determines, in its sole discretion, that it is necessary and economically feasible to construct the Facilities, the District shall proceed to award construction contracts for the Facilities based upon the Approved Plans. The Facilities shall be installed, construction contracts shall be awarded, and payment and performance bonds obtained all in accordance with the general law for municipal utility districts and in full compliance with the applicable requirements of the Approving Bodies. The District shall construct the Facilities in such phases or stages as the District, in its sole discretion, may determine to be necessary and economically feasible. Any construction contract for the Facilities shall include the contractor's one (1) year warranty of work performed under the contract. Subject to the terms and conditions of the Development Agreement, the District shall submit all change orders to the City for its records. The District shall file all required documents with the TCEQ. 2.03. Acceptance of Facilities. Upon completion of the Facilities, the District shall order the District's Engineer to certify that the Facilities have been completed in substantial compliance with the Approved Plans; the District shall certify that all bills and sums of money due in connection with the construction and installation of the Facilities have been fully paid and that the Facilities are free of any and all liens and claims, all according to the certification of the construction contractor. The District shall require the District's Engineer to provide three (3) copies of construction drawings of the Facilities to the District. The District shall accept the construction of the Facilities in writing from the construction contractor. The District shall then convey the City Facilities to the City in accordance with the City's procedure for acceptance of such facilities in areas outside the District and within the City, and in accordance with the provisions of Article IV below. 2.04. Oversized Facilities. In conjunction with the design and construction of the Facilities, as described in this Article II, and pursuant to and in furtherance of the terms and conditions of the Development Agreement, the City has determined that certain Facilities should be sized to serve areas outside the District, as well as areas within the District (such Facilities sized or constructed to serve areas outside the District shall be referred to in this Agreement as the "Oversized Facilities"). The District hereby agrees that, in conjunction with the design and construction of the Facilities, the District shall cooperate with the City and the Developer to include the Oversized Facilities in such design and construction as required by the Development Agreement. The City shall fund its share of the Construction Costs of the Oversized Facilities in accordance with the Development Agreement and with TCEQ rules and regulations. ARTICLE III FINANCING OF THE FACILITIES 3.01. Authority of District to Issue Bonds. The District shall have authority to issue, sell, and deliver Bonds from time to time, as deemed. necessary and appropriate by the Board of Directors of the District, for the purposes, in such forms and manner, and as permitted or provided by federal law, the general laws of the State of Texas, and the Consent Ordinance. With respect to Bonds which require TCEQ approval prior to issuance of same, the District shall not be authorized to sell such Bonds until it has provided the City with an executed copy of the TCEQ order approving such Bond issue in which the TCEQ concludes that a District debt service tax rate of $1.50 or less per $100 of assessed valuation is feasible in accordance with the TCEQ's rules in effect at the time of such determination. Nothing herein shall be construed as a limitation 50 on the District's authority to levy an unlimited tax, it being understood and aclulowledged that the District's bonds shall be payable from and secured by a pledge of the proceeds of an ad valorem tax, without legal limitation as to rate or amount. Further, the foregoing shall not be construed as a limitation on the District's authority to issue other forms of Bonds as allowed by applicable law and the rules of the TCEQ. The District shall provide the City with copies of the Official Statement and the District's order authorizing the issuance of the Bonds for each issue prior to the delivery of the Bonds to the initial purchaser. 3.02. Distribution of Bond Proceeds. The proceeds of Bonds issued by the District shall be deposited, upon receipt, into the District's funds, as appropriate, and shall be used and may be invested or reinvested, from time to time, as provided in the order or orders of the District authorizing the issuance, sale, and delivery of such Bonds and the investment policy of the District, all in accordance with the federal, state, and local laws and regulations governing the proceeds of the District's sale of its Bonds. Pursuant to the requirements of the applicable Approving Bodies and as permitted by federal law and the laws of the State of Texas, surplus funds on hand and available from the proceeds of the Bonds may be utilized by the District for any legally authorized purpose. 3.03. Bonds as Obligation of District. Unless and until the City shall dissolve the District and assume the District Assets and District Obligations, the Bonds of the District, as to both principal and interest, shall be and remain obligations solely of the District and shall never be deemed or construed to be obligations or indebtedness of the City; provided, however, that nothing herein shall limit or restrict the District's ability to pledge or assign all or any portion of the Annual Payments or Monthly Revenue Payments, to be made by the City to the District as provided in this Agreement, to the payment of the principal of, the redemption premium, if any, or interest on the Bonds or other District Obligations relating to the financing, acquisition, or use of the Facilities. 3.04. Financing by Third Parties. From time to time, the District may enter into one or more agreements (the "Utility Development Agreements") with the Developer, landowners or other developers of property located within or in the vicinity of the District whereby the Developer or such landowners or other developers will undertake, on behalf of the District, to finance and construct, in one or more phases, all or any portion of the Facilities. Under the terms of each Utility Development Agreement, the Developer, landowners or other developers will be obligated to finance and construct the Facilities in the manner which would be required by law if such work were being performed by the District. Each Utility Development Agreement will provide for the purchase of the Facilities from the landowners or developers using the proceeds of one or more issues of Bonds, as otherwise permitted by law and the applicable rules, regulations and guidelines of the applicable Approving Bodies. The construction of any Facilities financed under the terms of a Utility Development Agreement shall be subject to all the terms and conditions of this Agreement. ARTICLE IV OWNERSHIP, OPERATION, AND MAINTENANCE OF FACILITIES 4.01. Conveyance of City Facilities. As the City Facilities are constructed and accepted in accordance with Article II and the City Facilities are conveyed to the City, a security interest in 51 the City Facilities conveyed to the City shall be reserved for the purpose of securing the performance of the City under this Agreement. At such time as the Bonds issued to acquire and construct the City Facilities conveyed to the City have been discharged, the District shall execute a release of such security interest, and the City shall own such City Facilities free and clear of such security interest. For any City Facilities conveyed to the City under this Article IV, the construction contractor's two (2) year warranty of its work shall be assigned to the City, as required under Section 2.02 above. 4.02. City Acceptance. As the City Facilities are constructed and completed, representatives of the City shall inspect the same and, if the City finds that such City Facilities have been completed in substantial compliance with the Approved Plans, the City will accept the conveyance of such City Facilities, and the City Facilities so conveyed shall be operated, maintained, and repaired by the City at its sole expense as provided in this Agreement. The City's acceptance of ownership of the City Facilities under this Section 4.02 shall be in accordance with the City's procedure for acceptance of such facilities in areas outside the District and within the City. If the City Facilities have not been completed in substantial compliance with the Approved Plans, the City will immediately advise in what manner the City Facilities do not comply so that the problems may immediately be corrected; whereupon the City shall again inspect such City Facilities and accept the same if the non -complying items have been corrected. In conjunction with the City's acceptance of any City Facilities, the City shall be provided with one (1) set of the construction drawings for such City Facilities, 4.03. Operation of the City Facilities by the City. Upon the acceptance of the City Facilities by the City and for the remainder of the term of this Agreement thereafter, the City will operate the City Facilities and provide access to and services from same to all users within the District without discrimination. The City shall at all times maintain the City Facilities, or cause the same to be maintained, in good condition and working order and will operate the same, or cause the same to be operated, in an efficient and economical manner at a reasonable cost and in accordance with sound business principles, and the City will comply with all the terms and conditions of this Agreement and with all applicable federal, state, and local laws and regulations. (a) The City shall provide competent, trained personnel, licensed or certified as necessary by the appropriate regulatory authority, to operate, inspect, maintain, and repair the City Facilities. The City shall inventory and maintain a listing of all of the equipment comprising the City Facilities as required to provide relevant information for the scheduled maintenance and repair or replacement of the equipment comprising such City Facilities. The City shall implement a scheduled maintenance program for the City Facilities and shall ensure that such City Facilities are maintained in the same fashion and with the same frequency as similar facilities owned and operated by the City to serve areas outside the District. (b) The City shall maintain all customer information and records necessary to provide monthly billings to customers served by the City Facilities. The City shall coordinate with the District's consultants, such as attorneys, engineers, auditors, tax assessors, and financial advisors as necessary to maintain efficient operation of the City Facilities. The City shall promptly respond to inquiries or correspondence from governmental or regulatory authorities and the District's directors, customers, or consultants. (c) The City shall provide a monthly written report to the District indicating 52 the total number of service connections within the District. Upon request by the District, the City shall provide a City representative to attend a District meeting to discuss any operating and maintenance information regarding the City Facilities, 4.04. Rates and Conditions of Service. The connection of improvements to the City Facilities shall be made by the City, in the same manner, by the same procedures, and for the same charges as the City makes other water and wastewater connections. Water and wastewater customers within the District shall pay rates and charges for such services to the City, on the same basis and conditions as the City provides such services to similar City customers who do not receive services from the City Facilities; provided, however, in addition to the rates and charges imposed by the City on its water and wastewater customers outside the District, the City shall impose on and collect from each customer of the City Facilities within the District a monthly surcharge of five dollars ($5.00) per equivalent single family residential connection. The equivalent number of single family residences attributable to any particular connection shall be computed in accordance with the service unit factors set forth in Exhibit "A" as such factors may be amended from time to time by the City in its sole discretion, provided that the City shall always apply the same service unit factors within the District as it applies to other areas within the City. The City shall bill and collect charges from the customers of the City Facilities, calculated in accordance with this Section 4.04, in the same manner and under the same procedures as it bills and collects from other City customers who are not served by the City Facilities. 4.05. Repair of the City Facilities. After its acceptance of the City Facilities, the City shall provide all personnel and equipment necessary to perform repairs on, and shall bear sole cost responsibility for repair of, those City Facilities, including, but not limited to, service line leaks, leaks at water meters, water main breaks, repairs to valves and fire hydrants, manhole repairs, and sewer line repair and cleaning, as needed. The City shall not, however, bear cost or responsibility for initial repair of any equipment or facilities identified by the City as in need of correction prior to the City's acceptance of the City Facilities under Section 4.02 above. The cost of all materials and supplies used to operate, maintain, and repair the City Facilities shall be borne solely by the City. ARTICLE V CITY PLANT CAPACITY AND FINANCING 5.01. Water Su�p1y and Distribution Facilities. The City shall provide the District with its ultimate requirements for water supply and distribution capacities. The number and location of the points of connection between the City's water distribution system and the City Facilities shall be mutually agreed upon by the District and the City. The City acknowledges its obligation to provide water supply and distribution capacities for the actual requirements of the development within the District's boundaries. Any water supply and distribution capacities so required by the District shall be reserved and allocated by the City exclusively to serve the property within the District and the City shall not use such capacities to serve any other property. The City shall at all times manage the capacities in its water supply and distribution facilities so that capacity to fully serve development within the District is available at the time any new improvements are to be connected to the City Facilities. The City's obligation shall specifically include the obligation to expand, enlarge, and modify its water supply and distribution facilities, at its sole cost and 53 expense, and to secure all necessary approvals of the Approving Bodies as necessary to have capacity available to serve new improvements within the District, at its sole cost and expense. To enable the City to effectively manage its water system capacities in compliance with the City's obligation under this Section 5.01, the District shall provide to the City, by December 31 of each year during the term of this Agreement, a written projection of the new improvements within the District expected to be connected to the City Facilities within the coming year, and such other related information as the City may reasonably require. 5.02. Wastewater Collection and Treatment Facilities. The City shall provide the District with its ultimate requirements for wastewater collection and treatment capacities. The number and location of the points of connection between the City's wastewater collection system and the City Facilities shall be mutually agreed upon by the District and the City. The City acknowledges its obligation to provide wastewater collection and treatment capacities for the actual requirements of the development within the District's boundaries. Any wastewater collection and treatment capacities so required by the District shall be reserved and allocated by the City exclusively to serve the property within the District and the City shall not use such capacities to serve any other property. The City shall at all times manage the capacities in its wastewater collection and treatment facilities so that capacity to fully serve development within the District is available at the time any new improvements are to be connected to the City Facilities. The City's obligation shall specifically include the obligation to expand, enlarge, and modify its wastewater collection and treatment facilities, at its sole cost and expense, and to secure all necessary approvals of the Approving Bodies as necessary to have capacity available to serve new improvements within the District, at its sole cost and expense. To enable the City to effectively manage its wastewater system capacities in compliance with the City's obligation under this Section 5.02, the District shall provide the City by December 31 of each year during the term of this Agreement, a written projection of the new improvements within the District expected to be connected to the City Facilities within the coming year, and such other related information as the City may reasonably require. 5.03. Letter of Capacity Assurance; Assi ng ability. The City agrees that the City shall, upon reasonable request, issue a letter of assurance to purchasers or prospective purchasers of property within the District confirming water and wastewater capacity for such property, based upon the standard City criteria published by the City regarding the calculation of water and wastewater requirements for various types of improvements. 5.04. Financing City Water and Wastewater Capacities. In consideration of the City's provision of water supply and distribution capacity and wastewater collection and treatment capacity, the District agrees to pay or cause to be paid to the City the then effective impact or capital recovery fee per equivalent single-family residential connection to the Facilities (the "Connection Charge"). Equivalent single-family residential connections shall be computed in accordance with the service unit factors as set forth in Exhibit "A", as such factors may be amended from time to time by the City in its sole discretion, provided that the City shall always apply the same service unit factors within the District as it applies to other areas within the City. The Connection Charge shall be paid to the City by or on behalf of the District before the connection of each particular improvement to the City Facilities at the same time and manner as such fees are paid for improvements in other areas of the City outside the District. The City shall not allow connection of any improvement to the City Facilities for which the appropriate Connection Charge has not been paid. The City may amend the Connection Charge from time to 54 time in accordance with the requirements of state law; provided, however, the Connection Charge shall be the same as the connection charge required outside the District and within the City limits. The District acknowledges and agrees that, besides the Connection Charge, any new comlection to the City Facilities will be subject to the fees, charges, and costs routinely collected by the City in regards to any new connection to the City's utilities whether inside or outside the District. ARTICLE VI ANNUAL PAYMENTS, MONTHLY REVENUE PAYMENTS AND DISTRICT TAXES 6.01. Calculation of Annual Payment. (a) In consideration of the development of the land within the District and the related increase in the taxable value of such land to the City through the acquisition of and construction of the Facilities by the District and in order to enhance the economic feasibility of the District and more equitably distribute among the taxpayers of the City and the District the burden of ad valorem taxes to be levied from time to time by the City and the District, the City agrees to collect and pay to the District a portion of the ad valorem taxes collected by the City in future years on the land and improvements within the District (the "Annual Payment"). The Annual Payment shall be a payment of a portion of the City's tax revenues actually collected and received by the City, exclusive of any interest and penalties paid by the taxpayer to the City and exclusive of any collection costs incurred by the City. Before the District has issued Bonds, all Annual Payments received by the District from the City shall be deposited by the District into the general operating fund of the District and may be used for any lawful purpose. Once the District has issued Bonds, all Annual Payments received by the District from the City shall be deposited by the District into a debt service fund of the District and shall be applied solely to the payment of the Bonds and other debts, liabilities, and obligations of the District to or for the benefit of any persons or entities relating to the financing, construction, and acquisition of all or any portion of the Facilities. (b) The initial Annual Payment shall be at a rate of $0.10 per $100 of assessed valuation on all taxable property within the District. (c) The Annual Payment shall be incrementally reduced in accordance with subsection (e) below upon the occurrence of the following: (i) All developers within the District have been fully reimbursed, with interest, in accordance with the rules of the TCEQ and any Utility Development Agreements; (ii) The District has completely financed and constructed all of the Facilities; and (iii)The District levies a debt service tax at a rate that is $0.80 per $100 of assessed valuation or lower. (d) The date on which all the conditions of subsection (c) above have been met shall be referred to in this Agreement as the "Reduction Date." The District's debt service tax rate in effect as of the Reduction Date shall be referred to in this Agreement as the "Initial Reduction 55 Tax Rate." (e) After the Reduction Date, the Annual Payment shall be reduced by an amount equal to any decrease in the District's debt service tax rate. The Annual Payment will be recalculated annually, and will continue to be reduced to the extent that the District's debt service tax rate is decreased until the District has reduced its debt service tax rate to a rate that is $0.10 per $100 of assessed valuation lower than the Initial Reduction Tax Rate (the date on which this occurs shall be referred to in this Agreement as the "Annual Payment Elimination Date"), (f) Once the Annual Payment is reduced, it shall not thereafter be increased. (g) After the Annual Payment Elimination Date, the City is permanently relieved of any obligation to make further Annual Payments. However, the foregoing shall not be construed to eliminate the City's obligation to pay the District any Annual Payments considered due or delinquent as of the Annual Payment Elimination Date. Any increase in the District's debt service tax rate subsequent to the Annual Payment Elimination Date shall not obligate the City to again make Annual Payments. 6.02. Payment of Annual Payment. The Annual Payment shall begin on May 1 in the calendar year following the calendar year for which the District initially receives a tax roll from the appropriate county Appraisal District and shall be payable each May 1 thereafter (the "Payment Date"), with each such Annual Payment being applicable to the calendar year preceding the calendar year of each such May 1 (e.g., if the District receives a tax roll for the calendar year 2018, the Annual Payment for such year will be due May 1, 2019). Each Annual Payment that is not paid on or before the Payment Date shall be delinquent and shall incur interest at the rate of one percent (1%) of the amount of the Annual Payment per month, for each month or portion thereof during which the Annual Payment remains unpaid. On September 1 of each calendar year, the City shall cause to be paid to the District those portions of the Annual Payment which reflect collections made by the City subsequent to the Payment Date. The obligation of the City to make Annual Payments to the District shall terminate upon the termination of this Agreement in accordance with Section 9.14 below. 6.03. Supplemental Tax Rolls; Correction Tax Rolls; Adjustment to Annual Payment. The parties recognize and acknowledge that, from time to time, the Brazoria County Appraisal District may submit to the District one or more supplemental tax rolls and/or correction tax rolls and that each such supplemental tax roll and/or correction tax roll may affect the total value of taxable properties within the District for a particular year and therefore the Annual Payment due and payable by the City for such year. The District agrees that promptly upon receiving a supplemental tax roll and/or correction tax roll, the District shall deliver such supplemental tax roll and/or correction tax roll to the City. Promptly upon receiving a supplemental tax roll and/or collection tax roll from the District, the City shall recalculate the amount of the Annual Payment pertaining thereto and shall notify the District of the amount of such recalculated Annual Payment. Within forty-five (45) days from the date on which the District receives notice of a recalculated Annual Payment, the City shall pay to the District the amount, if any, by which the recalculated Annual Payment exceeds the amount of the Annual Payment previously paid by the City to the District for the year in question, or the District shall pay to the City the amount, if any, by which the recalculated Annual Payment is less than the amount of the Annual Payment previously paid; provided, however, that if such amount in either instance is less than $1,000.00, rather than payment within such 45 days, the next Annual Payment shall be adjusted accordingly. 6.04. Payment of Monthly Revenue Pa,, rests. In addition to the Annual Payment, the City shall make a payment each month to the District ("Monthly Revenue Payment") equal to $5.00 per equivalent single-family connection located within the District; equivalent single- family connections shall be computed in accordance with the service unit factors as set forth in Exhibit "A", attached to this Agreement and incorporated for all purposes, as such factors may be amended from time to time by the City in its sole discretion, provided that the City shall always apply the same service unit factors within the District as it applies to other areas within the City. The Monthly Revenue Payment shall be paid by the City to the District within thirty (30) days of the last day of the month for which the Monthly Revenue Payment applies (the "Due Date"). Each Monthly Revenue Payment that is not paid on or before the Due Date shall be delinquent. If the City fails or refuses to pay a delinquent Monthly Revenue Payment for a period in excess of sixty (60) days from the receipt of written notice from the District regarding same, then each Monthly Revenue Payment included in such notice shall incur interest at the rate of one per cent (1%) of the amount of the Monthly Revenue Payment per month, for each month or portion thereof during which a Monthly Revenue Payment remains unpaid upon expiration of such sixty (60) day period. The obligation of the City to make Monthly Revenue Payments shall terminate upon the termination of this Agreement in accordance with Section 9.14 hereof. The City and the District acknowledge and agree that the District is dependent upon the Monthly Revenue Payments in order that development within the District may be competitive with development in surrounding areas. 6.05. Access to Records for Verifyin� Calculation of Annual and Monthly Revenue Pants. The City shall maintain proper books, records, and accounts and shall provide the District with an accounting together with each Annual and/or Monthly Revenue Payment. The City shall afford the District or its designated representatives reasonable access to its books, records, and accounts for purposes of verifying the amounts of each Amlual Payment and/or Monthly Revenue Payment or recalculated Annual Payment and/or Monthly Revenue Payment which is or becomes due and payable by the City hereunder. The District shall maintain proper books, records, and accounts of all Bonds issued by the District and the District's debt service requirements and shall afford the City or its designated representatives reasonable access thereto for purposes of verifying the amounts of Annual and/or Monthly Revenue Payments. 6.06. District Taxes. The District is authorized to assess, levy, and collect ad valorem taxes upon all taxable properties within the District to provide for (i) the payment in full of the District Obligations, including principal, redemption premium, if any, or interest on the Bonds and to establish and maintain any interest and sinking fund, debt service fund, or reserve fund and (ii) for administration, operation, and maintenance purposes, all in accordance with applicable law. The parties agree that nothing herein shall be deemed or construed to prohibit, limit, restrict, or otherwise inhibit the District's authority to levy ad valorem taxes as the Board of Directors of the District from time to time, in its sole discretion, may determine to be necessary or the District's use of its tax revenues for any authorized purpose in accordance with applicable law. The City and the District recognize and agree that all ad valorem tax receipts and revenues collected by the District, together with all Annual Payments and Monthly Revenue Payments shall become the property of the District and may be applied by the District to the payment of all proper debts, obligations, costs, and expenses of the District and may be pledged or assigned to 57 the payment of all or any designated portion of the principal or redemption premium, if any, or interest on the Bonds or otherwise in accordance with applicable law. Each party to this Agreement agrees to notify the other party as soon as is reasonably possible in the event it is ever made a party to or initiates a lawsuit for unpaid taxes. Pledge of Payments. The parties acknowledge and agree that the District may pledge the Annual Payments, the Monthly Revenue Payments, and/or any portion of either in connection with the District's issuance of its Bonds. ARTICLE VII DISSOLUTION OF THE DISTRICT 7.01. Dissolution of District. The City and District recognize and agree that the City may, pursuant to the procedures and provisions and subject to the limitations set forth in the general laws of the State of Texas including, but not limited to, Section 43.074, Texas Local Government Code, abolish and dissolve the District and acquire the District Assets and assume the District Obligations upon a vote of not less than two-thirds (2/3) of the entire membership of the City Council to adopt an ordinance to such effect, if the City Council finds: (a) that the District is no longer needed, (b) that the services and functions performed by the District can be served and performed by the City, and (c) that it would be in the best interests of the citizens and property within the District and the City that the District be abolished. In order to ensure that the property owners and inhabitants of the City and the District are afforded sufficient time and opportunity to realize the benefits and public utility to be derived from the creation and operation of the District and the financing, construction and implementation of the plan of improvements for the District, and in order to contribute to the financial stability and feasibility of the District by ensuring a sufficient longevity of the District's existence to permit the District to reach a satisfactory level of financial maturity, the City agrees that the District shall not be abolished until such time as the District is fully developed and has sold all Bonds necessary to finance the costs of the Facilities and has reimbursed developers and landowners within the District to the maximum extent permitted by the rules of the TCEQ and in accordance with the Utility Development Agreements entered into by the District. 7.02. Transition upon Dissolution. In the event all required findings and procedures for the dissolution of the District have been duly, properly, and finally made and satisfied by the City, and unless otherwise mutually agreed by the City and the District pursuant to then existing law, the District agrees that its officers, agents, and representatives shall be directed to cooperate with the City in any and all respects reasonably necessary to facilitate the dissolution of the District and the transfer of the District Assets to and the assumption of the District Obligations by the City. ARTICLE VIII REMEDIES IN EVENT OF DEFAULT The parties hereto expressly recognize and acknowledge that a breach of this Agreement by either party may cause damage to the non -breaching party for which there will not be an adequate remedy at law. Accordingly, in addition to all the rights and remedies provided by the laws of the State of Texas, in the event of a breach hereof by either party, the other party shall be entitled but not limited to the equitable remedy of specific performance or a writ of mandamus to compel any necessary action by the breaching party. ARTICLE IX MISCELLANEOUS PROVISIONS 9.01. Permits, Fees, Inspections. The District understands and agrees that all City ordinances and codes, including applicable permits, fees, and inspections, shall be of full force and effect within its boundaries the same as to other areas within the City's corporate limits, except to the extent inconsistent with the terms of this Agreement. 9.02. Force Majeure. In the event either party is rendered unable, wholly or in part, by Force majeure to carry out any of its obligations under this Agreement, except the obligation to pay amounts owed or required to be paid pursuant to the terms of this Agreement, then the obligations of such party, to the extent affected by such force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused to the extent provided but for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied upon, the party whose contractual obligations are affected thereby shall give notice and full particulars of such force majeure to the other party. Such cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure," as used herein, shall include without limitation of the generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States or the State of Texas or any civil or military authority other than a party to this Agreement, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, drought, arrests, restraint of government, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply resulting in an inability to provide water necessary for operation of the water and wastewater systems hereunder, and any other inabilities of any party, whether similar to those enumerated or otherwise, which are not within the control of the party claiming such inability, which such party could not have avoided by the exercise of due diligence and care. 9.03. Approvals and Consents. Approvals or consents required or permitted to be given under this Agreement shall be evidenced by an ordinance, resolution or order adopted by the governing body of the appropriate party or by a certificate executed by a person, firm or entity previously authorized to give such approval or consent on behalf of the party. Approvals and consents shall be effective without regard to whether given before or after the time required for giving such approvals or consents. 9.04. Address and Notice. The parties contemplate that they will engage in informal communications with respect to the subject matter of this Agreement. However, any formal notice to be given under this Agreement shall be given in writing, addressed to the party to be notified as set forth below, and may be given either by depositing the notice in the United States mail postage prepaid, registered or certified mail, with return receipt requested; by messenger delivery; or by telefacsimile. Notice deposited by mail shall be effective three (3) days after posting. Notice given in any other manner shall be effective upon receipt by the party to be 59 notified. For purposes of notice, the addresses of the parties shall be as follows: If to the City, to: City of Pearland Attn: City Manager 3519 Liberty Dr. Pearland, Texas 77581 Telefacsimile No. 341/485-7992 If to the District, to: Brazoria County Municipal Utility District No. 69 c/o Schwartz, Page & Harding, L.L.P. 1300 Post Oak Boulevard, Suite 1400 Houston, Texas 77056 Attn: Board of Directors Telefacsimile No. 713-623-6143 The parties shall have the right from time to time to change their respective addressees by giving at least fifteen (15) days' written notice of such change to the other party. 9.05. Assi ng_ability. This Agreement shall not be assignable by either party. 9.06. No Additional Waiver Implied. The failure of either party to insist upon performance of any provision of this Agreement shall not be construed as a waiver of the future performance of such provision by the other party. 9.07. Reservation of Rights. All rights, powers, privileges and authority of the parties hereto not restricted or affected by the express terms and provisions hereof are reserved by the parties and, from time to time, may be exercised and enforced by the parties. 9.08. Parties in Interest. This Agreement shall be for the sole and exclusive benefit of the parties hereto and shall not be construed to confer any rights upon any third parties. 9.09. Mer er. This Agreement embodies the entire understanding between the parties and there are no representations, warranties, or agreements between the parties covering the subject matter of this Agreement other than the Consent Ordinance between the City and the District. If any provisions of the Consent Ordinance appear to be inconsistent or in conflict with the provisions of this Agreement, then the provisions contained in this Agreement shall be interpreted in a way which is consistent with the Consent Ordinance, 9.10. Modification; Exhibit. This Agreement shall be subject to change or modification only with the mutual written consent of the City and the District. The exhibit attached to this Agreement is incorporated by this reference for all purposes. 9.12. Further Documents. The parties agree that at any time after execution of this Agreement, they will, upon request of another party, execute and deliver such further documents 60 and do such further acts and things as the other party may reasonably request in order to effectuate the terms of this Agreement. Captions. The captions of each section of this Agreement are inserted solely for convenience and shall never be given effect in construing the duties, obligations or liabilities of the parties hereto or any provisions hereof, or in ascertaining the intent of either party, with respect to the provisions hereof. 9.14. Interpretations. This Agreement and the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity of this Agreement. 9.15. Severability. If any provision of this Agreement or the application thereof to any person or circumstances is ever judicially declared invalid, such provision shall be deemed severed from this Agreement and the remaining portions of this Agreement shall remain in effect. 9.16. Term and Effect. This Agreement shall remain in effect until the earlier to occur of (i) the dissolution of the District by the City and the assumption by the City of the District Obligations and the acquisition by the City of the District Assets or (ii) the expiration of forty (40) years from the date hereof. 9.17. Authority for Execution. The city hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the general laws of the State of Texas applicable to the City, the City charter, and any applicable City ordinances. The District hereby certifies, represents, and warrants that the execution of this Agreement is duly authorized and adopted in conformity with the general laws of the State of Texas applicable to municipal utility districts and any applicable orders, resolutions, or policies of the District. 9.20. Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument. [EXECUTION PAGES FOLLOW] 61 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies, each of equal dignity, as of the date first given above. ATTEST: By: (SEAL) By: City Secretary City Manager THE CITY OF PEARLAND, TEXAS By: Mayor APPROVED AS TO FORM: By: 62 City Attorney BRAZORIA COUNTY MUNICIPAL UTILITY DISTRICT NO. 69 Pre3idell t, Board of Directors 63 Secretary, Board ki Directors (SEAL) Exhibit A to Utility Services Agreement City of hearla►td Service Unit hactors No. Development Type UnItolMeasuro S,U,E, Remarks 1 113kery Square Fool 0.0007DO 2 DarberShop Chair 0,470000 3 Bea ut Saton Bowl O,470000 4 Govillng Alley Lane 0,6350D0 Does not Include restaurant 5 Car Re alr Square Foot 0.000160 i Does not Include canvash 6 Canvas h, Tunnel Sell ServIca lane 6,350000 7 Canvash,Wand TypeSell Service Bay 1.220000 8 Convash Tunnel With Attendants Lane 31,430000 Does not Includereclamallon 9 Church Administrallon Occupant 0,047000 Occupancy toads establlshedb die adopted bulldla codes 10 Climb,Audltodurn Seat 0,003200 11 Church, Classroom Seat 0.004700 12 Club avern/tounge Seat 0.03100D 13 Convenlence Store square root 0,000220 14 Count Club Occupant 0.39000D Occupancy Loads establlshedu liteadopted bulldln codes 15 Day Care Center Occupant 0.031700 Occupancy Loads establlshedb the adopted bulldln codes 16 Dormitory Bed 0.2860D0 17 MIZO Rana Tea 0,210000 18 FlroMallon Employee 0/786000 19 Funerolllome Embalming Station 2.140000 20 Gas Stalion,5alf-SerAe Island 01800000 Island isdollnedasl um In station • Does not Include convash 21 Gas Station Full•Sarvlce Island 0.86D000 Island Isdellnedasl pumping stallon-DoesnotIncludecanvash 22 Grocery5tore S uareFoot 0.000260 Dom not Includermlauranl 23 Health Club Occupant 0.016000 Occupancy toads establlshedb Vie adopted buildingcadas 24 Health Club w/Whir oof orSwImmInS Pool Occupant 0,032000 OccupaM Loads established b the adopted bulldln codes 25 Hos Ital Bed 0,635000 Patient Core Area- Does not Include deli naledoffceareas 26 Hotel Molal Room 0,251000 Does not Include restaurant 27 Hotal hlalelwithKitchenaltes Room OA30000 28 Ice Cream Padorwllh Seating Seat 04047000 29 Ind00fEnteitalnmentAminement w/o Restaurant Occupant 0,031000 Occupancy Loads establlshed bythe adopted bulldln codes 30 Industrial Laundry 50IN 0.950000 31 Manufacturin • S 0arereot 0.000160 Avara e: Each development mustbelndivldualh evaluated 32 flursIng Home Bed 0.286000 33 OfRKBulldln `= -Square Foot 0,000335 94 Pholo Store, 1,HoutPiocestino Store 4,000000 35 PostOfflce* ExcludIng Dock SquireFoot 0.000254 36 Re uelbaltClub Court 0.510000 37 RecrestianalVehlclePark Space 0.238100 38 Resldent Apartment Dwellln Unit 0,700000 Basic Service Unit 39 Resldent Condominlum Owa1An Unit 1.000D00 40 Resident, Duplex OvlellIngUnit 1.000000 41 Resident, Mobile Home OwellIngUnit 0,700000 42 Resldent, Single Famlly thyelt'n8 Unit 1.000D00 43 Resldent Town House DwellIng Unit 11000000 44 Restaurant, Full•Servlce General Seat 0,110000 45 Restaurant Fast Food Win SeallngSeat 0,047000 46 neslaurnnt,rest Food v,4lhoulSealing Square Foot 0/002300 47 Aeslau rant, De[fat vAthsealln • Seat 001100DO 'Non,dis ossb►eDlnnervrareandFlatware 48 Restaurant Buffet WthSeotin'• Seat 0,070500 'Dis posibleDinnenvareandflehvare 49 newlistoro Square Foot 04000223 50 School Ill h Seat 01047600 Does not Include resident dormitory 51 School Other Seat 0,031700 Does not lncluderesldentdormitory 52 SkalingAM Occupant U16000 Occupancy Loads atabllshedb the adopted bulldlng codes 53 SwImmIng Pool Occupant O10HODO Occupancy Loads established b ilia adopted bulldln codas 54 Sladluns Sent OW010000 55 Tlscave Ortvadn space 0.016000 56 Theatre, Indoor Seat 10DIG000 57 Tollet non•s eciRc Tollet 0,2540D0 58 Trans orlallonTerminalvrllhout0eslnurant Passenger 0,016000 59 Warehouse 5 uareFoot 0.000100 Co washaterla Machlno 1.580000 65 EXHIBIT TC Approved Cost Estimate for Required Easements Ssgmout Extont Slde Parcels Total Assumed P Ac Total Cost (Acros) (Acres) ValuolBF Cosrty Cost costslon coals FM 112a Bailey • Massey Ranch East 17 2.20 $ 6.00 $ 4701100 $ 564,160 85 3000 Massey Ranch FM1128-Properly North 8 3.62 $ 3,00 $ 472*600 40000 $ 612,500 Bailey - Massey Hefty North Ranch West 21 3.91 3.00 510,950 106 000 016 969 BaBey- Massey Veterans Ranch East 23 4.00 3 6.00 071,200 116 000 986 200 Masse Ranch Veterans - Harkey South 7 7.33 1.00 W9 29b 36,000 $ 354 205 Massey Ranch w Harkey South Pro art East 4 3.94 1.00 171620 $ 20 000 $ 191,026 Totals 80 ' 26.00 S 2 824 740 $ 400 000 $ 3 224 740 Assume Acqursition Coate . S 6 000 per parcel 66 EXHIBIT L SUBDIVISION IMPROVEMENT AGREEMENT 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 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. 67 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 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. 68 IN WITNESS WHEREOF, the parties have hereunto set their hands and signatures on the date first above mentioned. ATTEST: City Secretary Name of Developer By: Name: Title: CITY OF PEARLAND, TX By: Clay Pearson, City Manager 69 EXHIBIT M Survey Requirements The areas to be surveyed will be in accordance with Section 4.5 (b) of the Development Agreement. Topographic Surveys The survey will cover from the centerline of pavement to 25-feet outside of the right -of - right -line. The half of the right-of-way to be surveyed will be mutually determined by the City of Pearland and Developer and reported to surveyor prior to the commencement of the topographic surveys. 1. Established horizontal and vertical control points for each segment to be surveyed. The nature, location and density of the points will be sufficient to be recovered or re-established and utilized during the construction phase of the project. 2. Contact the private utility providers and pipeline companies to mark and provide the depth of the underground utilities within the project areas. City of Pearland will be responsible for marking the underground routing of the City water lines. 3. Recover sufficient property corner monumentation to be able to establish the horizontal location of the right-of-way line. 4. Horizontally locate all visible features within the project area, including, but not, limited to: pavement, drives culverts, signs, significant trees (or the edge of the limits of trees in high density areas), power poles, valves, meters, fire hydrants, pipeline markers, ditches, bridges, manholes, inlets, structures, etc. 5. Establish cross-section elevations at 50400t intervals. A typical cross-section will have elevations established the centerline of pavement, edge of pavement, top of banks of ditch, flow line of ditch, right-of-way line and 254eet outside of the right- of-way. 6. Prepare a 2-D plan map with the surface TIN created showing the results of the survey using AutoCAD Civil 3D 2011. Provide the DWG files of the final drawings. Property Description A property description shall be prepared for each parcel of land to be acquired. Property descriptions shall include, but need not be limited to, the following items of information: All property description shall be signed and sealed by a Registered Professional Land Surveyor. The property description shall begin with a general description which shall include minimum: 1. State, County, and Survey within which acquired is located. 2. the proposed parcel of land to be subdivisions by name, lot, block, and 70 3. A reference by name to the grantor and grantee, date and recording data of the most current instrument(s) of conveyance describing the parent tract. It is the preference of the City to use execution dates in deed references as opposed to recording or filling date. In any case, the property description shall make clear which date is being used. The property description shall continue with metes and bounds description which shall include as a minimum: 1. A point of commencing. 2. A point of beginning with the appropriate N and E surface coordinates. 3. A series of courses, identified by number and proceeding in a clockwise direction, describing the perimeter of the parcel of land to be acquired, and delineated with appropriate bearings, distances and curve data. 4. Curve data shall include the radius, delta angle, arc length, and long chord bearings and distance. 5. Each course shall be identified either as a proposed right-of-way line, and existing right-of-way line, or a property line of the parent tract. Each property line of the parent tract shall be described with an appropriate adjoined call. 6. A description of all monumentation set or found shall include, as a minimum, size and material. 7. A reference to the source of bearings, coordinates and datum used. Exhibit Maps (Parcel Plat) A parcel plat shall be prepared for each parcel of land to be acquired. All parcel plat shall be signed and sealed by a Registered Professional Land Surveyor. The following general specifications for right-of-way mapping shall apply: 1. Completed right-of-way maps shall be submitted to the City on single or double matte mylar, 22 inches by 34 inches in size with a 21 inch by 32 inch printed border positioned Y2 inch from the top, bottom, and right edge of the sheet. 2. Parcel plats shall be submitted to the City on 8 Y2 inch by 11 inch bond paper with respective borders of 7 '/2 inches by 10 inches, position Y2 inch from the top, bottom, and right edge of the sheet. Match lines shall be used where more that one sheet is required. 3. Right of way maps shall be drawn to a preferred scale of 1 inch = 50 feet, but appropriate scale other than 1 inch = 50 feet may be used upon prior approval by the City Engineer. 4. Since right-of-way maps are reduced in size by one-half for archiving purposes, but the smallest size lettering acceptable on a right of way map shall be 1/10 of one inch. A right-of-way map less than 1/10 of one inch will not be accepted by the City. 5. Parcel plats shall be drawn to a preferred scale of 1 inch = 50 feet. An appropriate scale other than 1 inch = 50 feet may be used on some proposed right-of-way projects upon prior approval by the City. In the case of a very large parcel which would be difficult to show with clarity on a single 8 Y2 inch 71 by 11 inch sheet, the Surveyor shall use multiple 8 '/2 inch by 11 inch sheets with matching lines. 6. The smallest size lettering acceptable on a parcel plat shall be 0.06 of an inch. 7. Property descriptions shall be submitted on 8 1/2 inch by 11 inch bond paper. 8. Include existing permanent improvements within 25 feet of the proposed right- of-way or easement. 9. General Requirements General requirements which apply: 1. Copies of instruments of record submitted to the City shall be indexed by parcel number. 2. Coordinates appearing on right-of-way maps, on parcel plats and in property descriptions shall be surface coordinates based on the Texas Coordinate System of 1983. The combined adjustment factors (sea level factor x scale factor) should be grid coordinates multiplied by a combined adjustment per project locations to obtain surface coordinates. 3. Line and curve tables may be used when necessary. 4. The number of centerline alignment stations to be shown on a single plan sheet shall be restricted to the extent necessary to allow approximately 4 inches between match lines and sheet borders for future details and notes. 5. A minimum 4 inch by 4 inches space shall be reserved at the bottom right corner of each map sheet for future revision notes. Right of Way Map The Surveyor shall field locate property corners, existing right-of-way markers, improvements, visible utilities, verify and update the planimetric file, if provided and as directed by the City. A right-of-way map shall be prepared for each proposed right-of-way project. Aright -of - way map shall include a title sheet, an index sheet, a survey control index sheet, a horizontal and vertical control data sheet, and sufficient plan sheet to cover the proposed project or as directed by the City. Plan sheets shall include, but not limited to the following items of information: By mutual agreement between the Texas Board of Professional Land Surveying and City, right-of-way maps need not be signed and sealed by a Registered Professional .and Surveyor. 1. Proposed right-of-way lines shall be delineated with appropriate bearings, distances and curve data. Curve data shall include the radius, delta angle, arc length, and long chord bearing distance. 2. Existing right-of-way lines shall be delineated with appropriate bearings, distances, and curve data to the extent necessary to describe the individual 72 parcels of land to be acquired. Curve data shall include the radius, delta angle, arc length, and long chord bearing distance. 3. The proposed project baseline alignment shall be delineated with appropriate bearings, distances and curve data. Curve data shall include the stations of the curve Point of Intersection (PI), radius, delta angle, arc length, tangent length, long chord bearing and distance, and the N and E coordinates of the curve PI. All alignments PCs, PTs and even 500 foot stations shall be labeled as to station. 4. Proposed paving lines combined with relevant existing paving lines shall be shown to the extent necessary to compile a complete picture of proposed traffic movements. Proposed paving on the final mylars submitted to the City shall be shaded with a dot pattern or highlighted by some other means acceptable to the City. 5. Access denial lines shall be shown sufficiently to indicate areas where access is to be denied and where access is to be permitted. 6. Private property lines shall be delineated with appropriate bearing, distances and curve data to the extent necessary to describe the individual parcels of land to be acquired. Curve Data shall include the radius, delta angle, arc length, and long chord bearings and distance. 7. League lines and survey lines shall be shown and identified by name and abstract number. 8. County lines and City limit lines shall be located and identified by name. 9. A north arrow shall be shown on each sheet, and if possible, located in the upper right corner of the sheet. 10. Monumentation set of found shall be shown and described as to material and size. 11.A station and offset shall be shown for each PC, PT and angle point in the proposed right-of-way lines. Stations and offsets shall be with respect to the proposed centerline alignment. 12.Intersecting and adjoining public right-of-way shall be shown and identified by name, right-of-way width, and recording data. 13. Railroads shall be shown and identified by name, right-of-way width, and recording data. 14. Utility corridors shall be identified as to easement or fee. 15. Easements and fee strips shall be shown and identified by width, owner and recording data. 16. Building lines or set back lines shall be shown and identified. 17. Visible improvements located within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be shown and identified. 18. Structure shall be identified as commercial or residential, by number of stories and as to type (brick, wood frame, etc.). 19. Structures which are severed by a proposed right-of-way line shall be dimensioned to the extent necessary to completely delineate the severed parts. 20. Parking areas, billboards and other on premise signs which are severed by a proposed right-of-way line shall be dimensioned to the extent necessary to delineate that portion of the parking area, billboard, or sign which is located within the proposed right-of-way corridor. 73 21.In case where structures are located outside the proposed right-of-way corridor and within 10 feet of a proposed right-of-way line, the shortest distance between the structure and the proposed right-of-way line shall be shown. 22. If the structure is an element of the planimetric furnished to the Surveyor by the City, the Surveyor map shall estimate the shortest distance from the structure to the proposed right-of-way line. However, if the distance is less than 3 feet, it shall be field verified. 23. Visible utilities located within the proposed right-of-way corridor or within 50 feet of a proposed right-of-way line shall be shown and identified. 24. The location of underground fuel storage tank situated within the proposed right-of-way corridor or within 50 feet of proposed right-of-way line shall be determined and shown. The visible location of vents and filler caps in conjunction with available design and as -built drawings may be used to determine a most probable location in the event an actual location is indeterminable. 25. Points of commencing and points of beginning shall be shown and labeled. Points of beginning shall be shown with their respective N and E surface coordinates. As an exception, a point of commencing will not be required in the case of a total taking without a remainder. 26. Each parcel of land to be acquired shall be identified by a parcel number which shall appear in the ownership tabulation and on the right-of-way map in the proximity of the respective parcel. 27.An ownership tabulation shall be shown which shall include the parcel number exiting area of the parent tract, lot(s) and block(s) constituting the parent tract when applicable, owner's name, type of conveyance, film code, county clerk's file number, taking area, and remaining area of the parent tract located left and right of the centerline alignment. Types of conveyance, film code and file number refer to conveyance into the City and will be added to the right-of-way map by the City at a later date. Several blank lines shall be provided in the tabulation block to facilitate future map additions. 28.A parent tract inset shall be shown for each parent tract which cannot be shown to scale on the right-of-way map. The use of broken scale lines shall be avoided. When parent tract insets are used, the point of commencing with the appropriate bearing and distance to the point of beginning may be shown on the parent tract inset. 29.A note shall be included on the title sheet and each map sheet stating the source of bearings, coordinate and datum used. 30. Appropriate notes shall be included on the title sheet and each map sheet stating the following: a. Month(s) and year abstracting upon which the map is based. b. Month(s) and year field surveys were conducted upon which the map is based. c. Month and year the map was completed by the Surveyor. 74