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HomeMy WebLinkAboutRes 2018-11-505 Second Amended VHC SIA♦ a a • • •. ♦ • ♦ - a i WHEREAS, the City of Anna, Texas (the "City") has previously approved a First Amended and Restated Villages of Hurricane Creek Subdivision Improvement Agreement regarding the development of property owned by CADG Hurricane Creek, LLC; and, WHEREAS, it is in the best interest of the City to adopt and approve the Second Amended Villages of Hurricane Creek Subdivision Improvement Agreement (the "Second Amendment"); NOW - •- RESOLVED BY THE CITY COUNCILOF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization. The City Council hereby approves the Second Amendment attached hereto as Exhibit A, and authorizes, ratifies and approves the Mayor's execution of same. The Mayor is hereby authorized to execute all documents and to take all other actions necessary to finalize and implement the Second Amendment. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 13th day of November 2018. ATTEST: APPROVED: \`�atittu i uirurrrr,� F 0—am,ta'ai .• Carrie L. Smith, Cit Secretary _ C) e ke, Mayor SECOND AMENDED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT This Second Amended Villages of Hurricane Creek Subdivision Improvement Agreement (this "Second Amendment") is entered into between the CITY OF ANNA, TEXAS, (the "City"), and CADG Hurricane Creek, LLC, a Texas limited liability company ("Developer"): RECITALS WHEREAS, this Second Amendment amends that certain First Amended and Restated Villages of Hurricane Creek Subdivision Improvement Agreement entered into between the City and the Developer (the "First Amendment"), said First Amendment being attached hereto as Exhibit l- and WHEREAS, the First Amendment is only modified as expressly set forth in this Second Amendment and the First Amendment otherwise remains in full force and effect; and WHEREAS, the First Amendment incorrectly states that the creation of the Villages of Hurricane Creek Public Improvement District (the "PID") occurred on February 24, 2015 and this Second Amendment corrects that error; and WHEREAS, under the First Amendment the City and the Developer agreed to certain deadlines involving the Developer's request for the City to issue PID Bonds and the City's issuance of PID Bonds; and WHEREAS, the City and the Developer desire to extend said deadlines as set forth in this Second Amendment; and NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and the Developer agree as follows: AMENDMENTS Amendment to Recital: the last recital on page 1 of the First Amendment stating that the PID was created on February 24, 2015 is hereby deleted and replaced with the following: "WHEREAS, a public hearing was set for November 13, 2018 for the City to consider the advisability of creating and establishing the PID; and". Amendments to Section 5.9 "Performance Window; Development Agreement Extension Fee, Election to Terminate". The City and the Developer agree that Section 5.9 of the First Amendment is hereby amended so that: (1) all instances of the date "December 31, 2018" are hereby changed to "March 15, 2019"; and (2) the date of "November 10, 2018" is changed to "December 10, 2018". Amendment to Section 10.2 "Remedies". The City and the Developer agree that Section 10.2 of the First Amendment is hereby amended so that: (1) the date of "December 31, 2018" is hereby changed to "March 15, 2019"; and (2) the date of "November 10, 2018" is changed to "December 10, 2018". SECOND AMENDED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE I EXECUTED BY THE PARTIES TO BE EFFECTIVE ON NOVEMBER 13,2018: CITY OF ANNA By: Name: Nate >ke Title: Mayor Date: _ %— APPROVED AS TO FORM Name: Clark McCoy Title: City Attorney STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on the j 3 day of _A� V, , 2018 by Nate Pike, Mayor of the City of Anna, Texas on behalf of said City. Z�6Z Notary Public, State of Texas (SEAL) ��0��'�'•PLd(���� CARRIE L. SMITH Notary Public, State of Texas "�'•!'` • MY Commission Expires January 2i, 2019 Name printed or typed Commission Expires: /2-7 k01 SECOND AMENDED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 2 DEVELOPER: CADG Hurricane Creek, LLC, a Texas limited liability company By: CADG Holdings, LLC, a Texas limited liability company Its: Member By: MMM Ventures, LLC, a Texas limited liability company Its: Manager By: 2M Ventures, LLC, a Delaware limited liability company Its: Manager By: 4a—� 1-1—/ Name: Mehrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the � day of 2018 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, a Delaware limited liability company, as Manager of MMM Ventures, LLC, a Texas limited liability company, as Manager of CADG Holdings, LLC, a Texas limited liability company, as Member of CADG Hurricane Creek, LLC, a Texas limited liability company, on behalf of said company. *NotarLyWPujbli State of Texas SHARON JARRELLS Notary Public, State of Texas Comm. Expires 08-23-2022 Notary ID 131895192 SECOND AMENDED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE AJ 'k- 20181002001230020 10/02/2018 08:19:43 AM AG 1/109 FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT This First Amended and Restated Villages of Hurricane Creek Subdivision Improvement Agreement (this "Agreement") is entered into between the CITY OF ANNA, TEXAS, (the "City"), and CADG Hurricane Creek, LLC, a Texas limited liability company ("Developer"), to be effective on the effective date (the "Effective Date"). ARTICLE I RECITALS WHEREAS, certain terms used in these recitals are defined in Section 2; and WHEREAS, the City is a home -rule municipality of the State of Texas; and WHEREAS, this Agreement amends that certain Villages of Hurricane Creek Subdivision Improvement Agreement entered into among and between the City, Villages of Hurricane Creek, LP, Don Collins, Ted K. Tedford, and Steven Cameron, effective on March 11, 2015 (the "Original Agreement"); and WHEREAS, the Developer is currently the sole owner of the Property and all of the rights, covenants, and obligations under the Original Agreement have been fully assigned to the Developer; and WHEREAS, the City and the Developer acknowledge and agree that the Original Agreement is hereby amended and restated as set forth in this Agreement and that this Agreement fully restates, supersedes, and entirely replaces the Original Agreement as of the Effective Date; and WHEREAS, Developer owns approximately ;68.2 acres of real property located wholly within the corporate limits of the City, and which property is described by metes and bounds and depicted on Exhibit A ("Property") upon which the Parties have agreed that Developer shall fully develop 654 residential lots; and WHEREAS, Developer desires and intends to construct and/or make financial contributions to certain on-site and/or off-site public improvements to serve the development of the Property ("Authorized Improvements"), which Authorized Improvements are generally identified in Exhibit B; and WHEREAS, the Developer and the City are sometimes collectively referenced in this Agreement as the "Parties," or, each individually, as "Party"; and WHEREAS, the Property, located within the city limits of the City, is also located in Collin County, Texas (the "County"); and WHEREAS, on February 24, 2015 the City created the Villages of Hurricane Creek Public Improvement District (the "PID"); and FIRs'r AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE WHEREAS, On December 8, 2015 the City created a tax increment reinvestment zone ("IM"), which TIRZ is coterminous with the boundaries of the PID; and WHEREAS, the Developer plans to develop the Property as a residential development upon the execution of this Agreement and subsequent issuance of PID bonds by the City for the payment of certain costs for the construction and acquisition of certain public improvements to benefit the Property, and for the repayment to Developer for certain costs advanced for the construction and acquisition of certain public improvements to benefit the Property as set forth in this Agreement; and WHEREAS, the Developer intends for the design, construction and installation of the Authorized Improvements to occur in a phased manner and to dedicate such Authorized Improvements to the City for use and maintenance, subject to approval of the plans and inspection of the Authorized Improvements in accordance with this Agreement and the City Regulations, and contingent upon the issuance of PTD bonds for partial or total financing of such Authorized Improvements; and WHEREAS, the Developer and the City estimate that the cost of the Authorized Improvements will be $25,015,000; and WHEREAS, in consideration of the Developer's agreements contained herein, the City shall exercise its powers under Chapter 372, Texas Local Government Code, as amended (the "PID Act"), to provide financing arrangements that will enable the Developer to do the following in accordance with the procedures and requirements of the PID Act and this Agreement: (a) fund or be reimbursed for a specified portion of the costs of the Authorized Improvements using the proceeds of PID bonds; or (b) obtain reimbursement for the specified portion of the costs of the Authorized Improvements, the source of which reimbursement will be installment payments from Assessments within the Property, provided that such reimbursements shall be subordinate to the payment of PID Bonds and Administrative Costs; and WHEREAS, the City, subject to the consent and approval of the City Council, and in accordance with the terms of this Agreement and all legal requirements, including but not limited to the Indenture, intends to: (i) adopt a Service and Assessment Plan; (ii) adopt an Assessment Ordinance (to pay for a specified portion of the Budgeted Cost(s) shown on Exhibit B and approved by the City's consulting engineer and the costs associated with the administration of the PID and the issuance of the PID Bonds); and (iii) issue, in multiple series, up to $25,015,000.00 in the principal amount of PID Bonds for the purpose of financing a specified portion of the costs of the Authorized Improvements and paying associated costs as described herein; and WHEREAS, the City shall use reasonable efforts to issue PID Bonds periodically up to a maximum principal amount of $25,015,000.00, in multiple series, to finance the Authorized Improvements in accordance with the Service and Assessment Plan; and WHEREAS, prior to the sale of the first PID Bond issue: (a) the City Council shall have approved and adopted the PID Resolution, a Service and Assessment Plan and an Assessment Ordinance (collectively, the "PID Documents"); (b) the City shall have reviewed and approved the Home Buyer Disclosure Program; (c) owners of the Property constituting all of the acreage in the PID at the time of the issuance of the first PID Bonds shall have executed a Landowner Agreement (as FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT MAGE 2 defined in Section 2, herein); and (d) the Developer shall have delivered a fully executed copy of the Landowner Agreement(s) to the City; and WHEREAS, the Parties agree that the Authorized Improvements are also improvements that qualify as projects under Texas Tax Code Chapter 311, as amended; and WHEREAS, the City has adopted, approved, and executed and/or shall adopt, approve, and execute the TIRZ Documents to dedicate the TIRZ Increment, as hereinafter defined, for a period not to exceed 30 years beginning in Tax Year 2018 and ending in Tax Year 2048 to pay for certain public improvements that benefit the entire PID and other property in accordance with this Agreement; and WHEREAS, all of the City's Administrative Expenses associated with the TIRZ will be paid in accordance with the TIRZ Act, and the City will not be responsible for payment of such costs; and WHEREAS, to the extent funds must be advanced to pay for any costs associated with the creation of the PID, the TIRZ, the issuance of PID Bonds or the preparation of documentation related thereto, including any costs incurred by the City and its consultants and advisors (excluding the fees associated with closing the PID Bonds), the Developer shall be responsible for advancing such funds, shall have a right to reimbursement for certain funds advanced from the proceeds of PID Bonds, Assessment revenues or TIR7. Increments and the City will not be responsible for such reimbursement or the payment of such costs from any other sources of funds; and WHEREAS, unless expressly set forth to the contrary in this Agreement, it is the Parties' mutual intent that this Agreement shall supersede City Regulations only to the extent that City Regulations directly conflict with the terms of this Agreement; and WHEREAS, Developer understands and acknowledges that the obligations undertaken under this Agreement are primarily for the benefit of the Property; and WHEREAS, Developer understands and acknowledges that acceptance of this Agreement not an exaction or a concession demanded by the City but rather is an undertaking of Developer's voluntary design to ensure consistency, quality, and adequate infrastructure that will benefit Developer's development of the Property; NOW, THEREFORE, in consideration of the Mutual covenants contained herein, the Parties agree as follows: ARTICLE If DEFINITIONS Unless the context requires otherwise, the following terms shall have the meanings hereinafter set forth: Administrative Expenses shall include, without limitation, expenses incurred by the City in the establishment, administration, and operation of the PID and the TIRZ. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 3 Administrator means an employee or designee of the City who shall have the responsibilities provided in the Service and Assessment Plan, an Indenture, or any other agreement or document approved by the City related to the duties and responsibilities for the administration of the PID. Amenity Center means the lot and improvements required under this agreement to be constructed by the Developer and maintained by the HOA that shall include amenities including a clubhouse (at least 4,000 square feet) with fitness center with weight room and cardiovascular equipment, a kitchen, a meeting area, and restrooms; swimming pool (at least 3,700 square feet); lap pool (at least 2,800 square feet); children's pool (at least 700 square feet); tennis court (at least 2,200 square feet); basketball sports court (at least 4,200 square feet); playground with seating; ornamental metal fencing; and landscape planting beds; all consistent with Amenity Center Concept Plan and the minimum standards as set forth in Exhibit C. The site of the Amenity Center shall be approximately 2,25 acres at the location shown on Exhibit C. The exterior masonry requirement for the Amenity Center shall comply with the masonry requirement for single family homes outlined zoning ordinance for the Property (Exhibit L)." Assessment means the assessment levied by the City Council pursuant to the Assessment Ordinance, to pay for a specific portion of the Budgeted Cost. Assessment Com an means an assessment firm acceptable to the City. Assessment Ordinance means the ordinance approved by the City Council which levies assessments on the Property in accordance with the PID Act to pay for a specified portion of the costs of the Authorized Improvements set forth in the Service and Assessment Plan as well as the costs associated with the issuance of the PID Bonds that provide a special benefit to the Property. Assessment Roll means the Assessment Roll attached to the Service and Assessment Plan or any other Assessment Roll in an amendment or supplement to the Service and Assessment Plan or in an annual updated to the Service and Assessment Plan, showing the total amount of the Assessment against each parcel assessed under the Service and Assessment Plan related to the Authorized Improvements. Authorized Improvements means water, sewer, drainage, and roadway facilities needed to serve the Property and to be constructed by the Developer or by or on behalf of the City, including but not limited to certain off-site improvements, as identified and depicted on Exhibit B. Authorized Improvement Costs means the design, engineering, construction, and inspection costs of the Authorized Improvements. Bond Ordinance means and refers to an ordinance adopted by the City Council that authorizes and approves the issuance and sale of the PID Bonds. Bond Security means Assessments levied against the Property by the City. Budgeted Cost with respect to any given Authorized Improvement means the estimated cost of such improvement as set forth in Exhibit B. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE City means the City of Anna, a home rule municipality located in Collin County, Texas City Code means the Anna City Code of Ordinances. City Council means the City Council of the City. City Manager means the current or acting City Manager of the City of Anna or a person designated to act on behalf of the City Manager if the designation is in writing and signed by the current or acting City Manager. City PID Fee means a one-time fee of $3,400 per residential lot to be paid by Developer. to the City in accordance with Section 3.3. City Regulations mean City Code provisions, ordinances, design standards, uniform codes, and other policies duly adopted by the City. Collector `B" RoadwU Improvements mean the improvements to Collector "B" as described and depicted in further detail in Exhibit D-1 and Exhibit D-2 and in accordance with design/construction plans to be approved by the City. Collector "C" Roadway Improvements mean the improvements to Collector "C" as described and depicted in further detail in Exhibit D-3 and in accordance with design/construction plans to be approved by the City. _Collector "D" Roadway Improvements mean the improvements to Collector "D" as described and depicted in further detail in Exhibit D-4 and in accordance with design/construction plans to be approved by the City Construction Cost means the costs actually paid for Public Infrastructure related to engineering, design, permitting, construction, inspection, testing, and off-site, third -party property/easement acquisitions; however, the cost of offsite, third -party property/easement acquisitions shall be limited to the fair -market value of any property/easement acquired, plus any damages to the remainder, all as determined by a Licensed Appraiser selected by the City, and Eminent Domain Fees. Developer means the entity responsible for developing the Property in accordance with this Agreement. Development means the new development on the Property that is the subject of this Agreement. Developer Cash Contribution means that portion of the Authorized Improvements Cost that the Developer is contributing to initially fund the Authorized Improvements. Development Agreement Extension Fee means a fee in the amount of $366,943 that the Developer shall pay to the City in accordance with Section 5.9. FIRSTAMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 5 Effective Date means the date upon which the Iast of all of the Parties has approved and duly executed this Agreement. End Buyer means any Developer, developer, tenant, user, or owner of a Fully Developed and Improved Lot. Fully Developed and Improved Lot means any lot, regardless of proposed use, which is served by the Authorized Improvements and for which a final plat has been approved by the City and recorded in the real property records of Collin County, Home Buyer Disclosure Program means the disclosure program, administered by the Assessment Company as set forth in a document in the form of Exhibit E that establishes a mechanism to disclose to each End Buyer the terms and conditions under which their lot is burdened by the PID. Hurricane Creek Regional Trunk Sewer Improvements means a certain segment of a regional sanitary sewer trunk line to be constructed by the City under this Agreement as generally depicted in Exhibit H-3. Impact Fees means as defined in Chapter 395 of the Texas Local Government Code. Imurovement Account of the Project Fund means the construction fund account created under the Indenture used to pay for the construction or acquisition of the Authorized Improvements. Indenture means an indenture under which PID Bonds are issued. Landowner(s) means the Developer and additional owners of the Property. Landowner Agreement means the agreement, as set forth in a document in the form of Exhibit F of an owner of the Property consenting to the form and terms of the PID Documents. Maximum TIRZ Contribution means an amount estimated to be $23,193,733, which amount is subject to a TIRZ par amount of $10,270,000.00 plus six and a half percent (6.5%) interest and TIRZ Administrative Expenses, and further subject to adjustment as provided in Section 8.2 and as may be adjusted in accordance with the model set forth in Exhibit P. Neighborhood Trails mean a system of neighborhood hike and bike trails funded and constructed by the Developer and maintained by the HOA as said trails are described and depicted in further detail in Exhibit G and in accordance with design/construction plans to be approved by the City. Notice means any notice required or contemplated by this Agreement (or otherwise given in connection with this Agreement). Offsite Sanitary Sewer Facilities mean any and all offsite connection lines to the City's main regional sewer line as said offsite connection lines are described and depicted in further detail in Exhibit H-1 and in accordance with design/construction plans to be approved by the City. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 6 Oversized Sanitary Sewer Facilities mean the over-sized onsite sanitary sewer main lines as described and depicted in further detail in Exhibit H-1 and in accordance with design/construction plans to be approved by the City. Phase I Development means development of those portions of the Property and offsite improvements to be constructed by the Developer or the City, as set forth in this Agreement, and included in the first phase and first final plat of the Development in accordance with Exhibit 1. PID means a public improvement district created by the City for the benefit of the Property pursuant to Chapter 372, Texas Local Government Code, known as the Villages of Hurricane Creek Public Improvement District. PID Act means Chapter 372, Texas Local Government Code, as amended. PID Bonds means the revenue bonds or other obligations secured solely by the Bond Security. PID Resolution means the resolution adopted by the Council creating the PID. Previous Facilities Agreement means the document titled Anna 376 Facilities Agreement, a copy of which is attached to this Agreement as Exhibit K. Pr0Re_r1y means the real property described by metes and bounds and depicted on Exhibit A. Public Infrastructure means all water, sewer, drainage and roadway infrastructure necessary to serve the full development of the Property. Service and Assessment Plan means the PID Service and Assessment Plan, to be adopted by the City Council for the purpose of assessing allocated costs against property located within the boundaries of the PID having terms, provisions and findings approved and agreed to by the Developer and City, as required by this Agreement. TIRZ means the tax increment reinvestment zone the City intends to create for the benefit of the Property pursuant to Chapter 311, Texas Tax Code. TIRZ Act means Chapter 311 of the Texas Tax Code, as amended. TIRZ Board means the board of directors of the TIRZ that will be established in accordance with the TIRZ Act if the TIRZ is created. TIRZ Documents means the TIRZ project and finance plan and the TIRZ Ordinance if the TIRZ is created. TIRZ Fund means the fund set up by the City if the TIRZ is created, in order to receive the TIRZ funds in accordance with this Agreement, state law and the TIRZ Documents. TIRZ Increment means an amount currently estimated at 64.19%, which actual percentage shall be determined at the sale of the first series of PID Bonds (such bonds to include financing of major improvements for the Property in one or more series), of the ad valorem tax increment, as FIRST AMENDED AND RESTATED VILLAGES OF HURR[CAN[: CREEK SUBDIVISION IMPROVEMENTAGREEMENT PAGE 7 determined on a parcel by parcel basis each year under Section 311.012 of the Texas Tax Code, that is generated by the Property from ad valorem taxes levied and collected by the City in fiscal year 2018-2019 through and including fiscal year 2047-2048, less TIRZ administrative expenses. TIRZ Ordinance means the City Ordinance creating the TIRZ. TIRZ Project and Finance Plan means the project plan and finance plan that governs TIRZ operations. TIRZ Projects means a certain portion of the Authorized Improvements, as described in Exhibit B, not to exceed $7,400,000.00 to be undertaken by the PID as well as the TIRZ. ARTICLE IIT PUBLIC IMPROVEMENT DISTRICT 3.1 Creation and Levy of Assessments. The City shall use its best efforts to initiate and approve all necessary documents and ordinances required to effectuate this Agreement, to create the PID, and to levy the Assessments. The City will prepare and the City will approve the Service and Assessment Plan providing for the levy of the Assessments on the Property. Promptly following preparation and approval of a Service and Assessment Plan acceptable to the Developer and the City and subject to City Council making findings that the Authorized Improvements confer a special benefit on the Property, the City Council shall consider an Assessment Ordinance. The Developer shall develop the Property consistent with the terms of this Agreement. Nothing contained in this Agreement, however, shall be construed as creating a contractual obligation that controls, waives, or supplants the City Council's legislative discretion or functions. 3.2 Acceptance of Assessments and Recordation of Covenants Running with the Land. Concurrently with the levy of the Assessment, the Developer shall approve and accept in writing the levy of the Assessment(s) on all land owned by the Developer and shall approve and accept in writing the Home Buyer Disclosure Program and shall cause to be recorded against the Property covenants running with the land that will bind any and all current and successor Developers and owners of the Property to: (i) pay the Assessments, with applicable interest and penalties thereon, as and when due and payable hereunder and that the purchasers of such land take their title subject to and expressly assume the terms and provisions of such assessments and the liens created thereby; and (ii) comply with the Home Buyer Disclosure Program. 3.3 City PID Fee. The Developer shall pay to the City, simultaneously with the closing on the first PID Bonds issued under this Agreement, the full amount of the City PID Fee. The full amount of the City PID Fee shall be deemed to be $2,223,600 (654 lots multiplied by $3,400) and shall not be refundable for any reason. The City PID Fee shall not be increased, decreased or discounted for any reason, including without limitation a change in the number of lots ultimately developed within the Development. ARTICLE IV AUTHORIZED IMPROVEMENTS FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 8 4.1 Authorized Improvements, The Budgeted Costs are subject to change and shall be updated by the City consistent with the Service and Assessment Plan, the PID Act and the TIRZ Act, and shall be included on each approved final plat(s) for the Property as each final plat for each phase of the Property is approved by the City Council. The Developer shall include an updated Exhibit B with each final plat application which shall be submitted to the City Council for consideration and approval concurrently with the submission of each final plat. Upon approval by the City Council of an updated Exhibit B, this Agreement shall be deemed amended to include such approved updated Exhibit B and same will be attached as an addendum to this Agreement. The Authorized Improvement Costs and the timetable for installation of the Authorized Improvements will be reviewed annually by the Parties in an annual update of the Service and Assessment Plan adopted and approved by the City. 4.2 Construction, Ownership, and Transfer of Authorized Improvements. (a) Contract Award. The Developer's engineers shall prepare, or cause the preparation of, and provide all contract specifications and necessary related documents. Certain portions of the Budgeted Cost(s) shall be paid from the proceeds of PID Bonds in accordance with the Indenture. (b) Construction Standards and Inspection. The Authorized Improvements and all other Public Infrastructure required for the development of the Property shall be constructed and inspected—and all applicable fees shall be paid by Developer—in accordance with applicable state law, City Regulations, the Bond Ordinance and other development requirements, including those imposed by any other governing body or entity with jurisdiction over the Authorized Improvements. (c) Contract Letting. This Agreement and construction of the Authorized Improvements, including the TIRZ Projects, are anticipated to be exempt from competitive bidding pursuant to Texas Local Government Code Section 252.022(a)(9) and 252.022(a)(I 1) based upon current cost estimates. However, in the event that the actual costs for the Authorized Improvements do not meet the parameters for exemption from the competitive bid requirement, then either competitive bid or alternative delivery methods may be utilized by the City as allowed by law. Further, the City may elect to require that all or any part of the construction contracts be let using competitive bidding and/or sealed proposals. The Parties acknowledge that the construction contracts for the construction of Authorized Improvements have not been awarded as of the Effective Date and contract prices have not yet been determined. Before entering into any construction contract for the construction of all or any part of the Authorized Improvements, the Parties agree as follows. (1) Developer's engineers shall prepare, or cause the preparation of, and submit to the City all contract specifications and necessary related documents, including but not limited to the proposed construction contract showing the negotiated total contract price and scope of work. (2) Developer shall submit all such documents along with a written notice of intention to let a construction contract at least 20 days in advance of the date that Developer intends to execute such contract. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 9 (3) Within 15 days after receipt of the written notice and associated documents, the City Manager may: (i) approve the amount of the contract price and provide written notice to the Developer that the Developer may execute the construction contract; or (ii) require that the contract be procured through competitive bidding or competitive sealed proposals ("Competitive Procurement"). If the City fails to notify the Developer within such 15 day period, the City shall be deemed to have approved the contract price and authorized the Developer to execute the construction contract. (4) In order to require Competitive Procurement, the City must provide the Developer with written notice of said requirement within 15 days of delivery to the City of the written notice as required under Section 4.2(c)(2), above. (5) if the City Manager requires Competitive Procurement, then the Developer must: (i) advertise for and award the contract in the same manner set forth for competitive sealed bids or competitive sealed proposals Local Government Code Chapter 252 as if the City were pursuing a public improvement contract subject to said Chapter 252 as approved by the City Manager; and (ii) supply the City with true and complete copies of all notices of bid/proposal requests and all bids/proposals subsequently received. (6) The City Manager reserves the right to cause the Developer to reject all bids and re -advertise, but the City Manager may do so only once for each construction contract sought by the Developer. (d) Ownership. All of the Authorized Improvements shall be owned by the City upon acceptance of them by the City. The Developer agrees to take any action reasonably required by the City to transfer or otherwise dedicate or ensure the dedication of, easements for the Authorized Improvements to the City and the public. (e) Applicability. Subsections (a) -(c), above, shall not apply to Public Infrastructure that the City is obligated to fund and construct under this Agreement. ARTICLE V ADDITIONAL OBLIGATIONS 5.1 Sanitary Sewer Facilities. (a) Developer's Obligations. (1) Developer is responsible for funding and construction of all sanitary sewer improvements required to serve the Property that are not constructed by the City under this Agreement. (2) Prior to recording a final plat in the Land Recordings with the Collin County Clerk's Office for any phase of the Development Developer shall complete in FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 10 a good and workmanlike manner construction of the Offsite Sanitary Sewer Facilities and the Oversized Sanitary Sewer Facilities necessary to serve such phase, including without limitation any such facilities that connect to the offsite Hurricane Creek regional trunk sewer improvements to be funded and constructed by the City under this Agreement. (b) City's Obligations. Within two (2) years of the Effective Date the City is responsible for the funding and construction of the offsite Hurricane Creek Regional Trunk Sewer Improvements as shown on Exhibit H-3. As a result of the offsite Hurricane Creek regional trunk sewer improvements, Developer is not responsible for the funding and construction of the offsite sanitary sewer improvements on Exhibit H-1. 5.2 Water Facilities. (a) Developer's Obligations. Developer is responsible for the construction of all water improvements required to serve the Property that are not constructed by the City under this Agreement. Developer agrees to construct a minimum twelve (12) inch diameter water line estimated to cost $329,007 and known as the "Standridge oversized waterline improvements" and the estimated $24,617 FM 455 water improvements as shown in Exhibit M, which water lines shall be a TIRZ projects, and which costs are reimbursable to the Developer as a qualified TIRZ projects. (b) City's Obligations. Not later than the second (2"a) anniversary of the Effective Date the City is responsible for the funding and the construction of the estimated $435,000 segment for Collector "C" water improvements as shown in Exhibit M. 5.3 Roadwgy Facilities. (a) Developer's Obligations. Developer is responsible for the funding and the construction of all roadway improvements required to serve the Property that are not funded and constructed by the City under this Agreement, as follows. (1) Prior to recording a final plat in the Land Recordings with the Collin County Clerk's Office for the first (Ist) phase of the Development, but not later than March 31, 2021, Developer shall complete in a good and workmanlike manner construction of all of the Phase 1 offsite roadway facilities shown in Exhibit D-1 (subject to the Northbound Lanes Commencement/Construction Deadlines defined in Section 5.10, to the extent of any conflict with this subsection, Section 5.10 shall control} and the onsite and offsite portion of Phase 1 of the Collector "B" Roadway Improvements as shown in Exhibit D-1 and Exhibit D-2; (2) Prior to recording a final plat in the Land Recordings with the Collin County Clerk's Office for the second (2nd) phase of the Development, but not later than March 31, 2023, Developer shall complete in a good and workmanlike manner construction of Phase 2 of the Collector "B" Roadway Improvements and Phase 1 of the onsite portion FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE I 1 of Collector "C" Roadway Improvements as shown in Exhibit D-2, and Exhibit D-3; and (3) Prior to recording a final plat in the Land Recordings with the Collin County Clerk's Office for the fourth (4th) phase of the Development, but not later than March 31, 2027, Developer shall complete in a good and workmanlike manner construction of Phase 2 of the Collector "C" Roadway Improvements, and the Collector "D" Roadway Improvements as shown in Exhibit D-3 and Exhibit D-4. (b) City's Obligations..Not later than the third (3rd) anniversary of the Effective Date the City is responsible for the funding and construction of an estimated $909,000 for two lanes of Collector "C" (offsite only) roadway improvements as shown on Exhibit D-3. 5.4 Amenity Center. Within one year of the recording of a final plat in the Land Recordings with the Collin County Clerk's Office for the first (I st) phase of the Development, Developer shall complete construction on the Amenity Center. At a minimum, the primary building of the Amenity Center shall be required to be at least four thousand square feet. Amenities shall consist of at least (i) a swimming pool, (ii) a sports court, (iii) a tennis court, (iv) a fitness room consisting of weight training equipment and cardiovascular exercise equipment, (v) a kitchen, (vi) a meeting area, and (vii) restrooms as set forth in Exhibit C. 5.5 Neighborhood Trails. Developer is responsible for funding and construction of the Neighborhood Trails. Neighborhood Trails shall be constructed as required or necessary for each phase of the Development in accordance with the trail construction and development plan depicted in Exhibit G. The City Manager may, at his sole discretion, approve alterations to the construction phasing schedule of Neighborhood Trials if requested by the Developer. Developer shall execute and deliver to the City a permanent easement in a form acceptable to the City granting public access to the trails depicted in Exhibit G-1. 5.6 Mandatory Homeowners Association. The Developer will create, in a manner acceptable to the City, a mandatory homeowner association ("HON), which HOA, whether one or more, shall be required to levy and collect from home owners annual fees in an amount calculated to maintain the open spaces, common areas, hike and bike trails located in common areas, portions of which will be open to the public, the Amenity Center, right-of-way irrigation systems, raised medians and other right-of-way landscaping, and screening walls within the PID. Common areas including but not limited to all landscaped entrances to the PID and right-of-way landscaping shall be maintained solely by the HOA. Maintenance of public rights-of-way by the HOA shall comply with City Regulations and shall be subject to oversight by the City. The hike and bike trails shall be constructed and maintained in accordance with Exhibit G or as the trail plan may be modified by the Developer and approved by the City Manager. 5.7 Fire Station/Public Safety Facilities Land Dedication. Within 30 days of recording a final plat of the Phase 1 Development in the Land Recordings with the Collin County Clerk's Office, Developer shall, at no cost to the City, donate to the City by irrevocable deed of dedication for public use, the form and content of which shall be approved by the City, a certain tract of land identified in Exhibit N. Prior to this dedication to the City, Developer shall not encumber said tract or any portion thereof and shall furnish documentation acceptable to the City verifying that FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 12 said tract is free of all liens and other encumbrances that could cloud the title to the property upon said dedication. 5.8 Parkland Dedication. Within thirty (30) days of the City providing the Developer with written notice requesting dedication, Developer shall donate by irrevocable deed of dedication for public use, the form and content of which shall be approved by the City, certain tracts of land identified in Exhibit O to the City of Anna, which dedication may be conveyed in separate parts upon different requests from the City. Prior to dedication to the City, developer shall not encumber said tracts or any portions thereof and shall furnish documentation acceptable to the City verifying that said tracts are free of all liens and other encumbrances that could cloud the title being granted to the City. The City agrees that such dedication shall satisfy the park land dedication requirement outlined in the Anna City Code, Part 111-A ("Subdivision Regulations"), Article 4, Section 5.03(a) for the development of Property. 5.9 Performance Window. Development Agreement Extension Fee; Election to Terminate. In the event that the Developer satisfies all of its obligations under its control pursuant to Section 6.1 below and has requested that the City issue PID Bonds on or before December 31, 2018 (and has done so within a time period that reasonably allows the City to issue PID Bonds on or before December 31, 2018), Developer is not otherwise in default under this Agreement, and the City does not issue the PID Bonds on or before December 31, 2018, neither Party shall thereafter be required to perform under this Agreement and this Agreement will terminate. In the event that the Developer does not satisfy all of its obligations under its control pursuant to Section 6.1 or does not request that the Cijy issue PID Bonds on or before November 10. 2018, neither Party shall thereafter be required to perform under this Agreement and this Agreement will terminate. Notwithstanding the foregoing, the Developer shall take all actions required under City Regulations and this Agreement necessary to: (i) obtain the City's approval of a final plat of the Phase 1 Development and commence construction on Phase 1 Development by the latter of January 31, 2019 or thirty (30) days after the closing of the PID Bonds; and (ii) record a final plat of the Phase 1 Development in the Land Recordings with the Collin County Clerk's Office within (2) years of the Effective Date. As it pertains to this Agreement, "commence construction" includes initial grading or other site preparation as necessary for further development. If any of the requirements set forth in Section 5.1(a)(2), Section 5.2(a), Section 5.3(a), Section 5.10 or in this Section 5.9 are not timely satisfied in accordance with this Agreement, the City may elect to terminate this Agreement by providing the Developer with written notice of such failure(s) and its intent to terminate this Agreement. If the City provides such written notice, the Developer shall have 120 days from the date that the City delivers said written notice in which to cure such failure(s). If the Developer fails to cure such failure(s) before the expiration of said 120 -day period, the City may terminate this Agreement by delivering written notice of termination to the Developer, and the Parties shall have no further obligations under this Agreement, including without limitation the obligations set forth under Article VIII of this Agreement. If this Agreement is terminated under this Section 5.9 or is otherwise terminated early under any other provision of this Agreement, Developer must within 30 days of such termination file or caused to be filed with the City an irrevocable petition by the owners of the Property to dissolve the PID and shall thereafter promptly undertake any and all reasonable actions to facilitate the dissolution of the PID and—notwithstanding anything to the contrary in this Agreement—the Developer's obligations regarding the dissolution of the PID in accordance with this section shall survive such termination. Notwithstanding any provision of this Agreement, Developer shall pay to the City the FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 13 Development Agreement Extension Fee on or before the 10`i' day after the Effective Date. If Developer shall fail to timely pay the City the Development Agreement Extension Fee, then this Agreement shall terminate, and Developer shall have the surviving obligations set forth in this section to take all necessary steps to dissolve the PID. The Development Agreement Extension Fee shall not be refundable for any reason, including without limitation termination of this Agreement for any reason. 5.10 Roadway impact Fee Reimbursement. As stated in Section 5.3(a)(1), the Developer is responsible for the funding and construction of all four lanes of the Phase 1 offsite roadway facilities shown in Exhibit D-1. Solely with respect to the construction of the two northbound lanes of said offsite roadway facilities, Developer shall have a deadline to commence said construction within one year after the Effective Date and shall further have a deadline to complete said construction in a good and workmanlike manner within two years after the Effective Date (collectively, the "Northbound Lanes Commencement/Construction Deadlines"). If Developer meets the Northbound Lanes Commencement/Construction Deadlines, then the City shall reimburse the Developer $366,943 from roadway impact Fees levied and collected on the Property. If Developer fails to meet the Northbound Lanes Commencement/Construction Deadlines, then the City may elect to undertake the completion of the construction of said two northbound lanes of such offsite roadway facilities in which case Developer shall not be entitled to the above - referenced reimbursement of $366,943 from roadway Impact Fees levied and collected on the Property. ARTICLE VI PID BONDS 6.1 PTD Bond Issuance. Subject to the satisfaction of conditions set forth in this article, the City may issue PID Bonds solely for the purposes of acquiring or constructing Authorized Improvements. The Developer may request issuance of PID Bonds by filing with the City a list of the Authorized Improvements to be funded with the PID Bonds and the estimated costs of such Authorized Improvements. The Developer acknowledges that the City may require at that time a professional services agreement that obligates the Developer to fund the costs of the City's professionals relating to the preparation for and issuance of PID Bonds, which amount shall be agreed to by the Parties and considered a cost payable from such PID Bonds. The issuance of PID Bonds is subject to the following conditions: (1) the adoption of a service and assessment plan (the "Service and Assessment Plan") and an assessment ordinance levying assessments on all or any portion of the Property benefitted by such Authorized Improvements in amounts sufficient to pay all costs related to such PID Bonds; (2) the aggregate principal amount of PID Bonds issued and to be issued shall not exceed $25,015,000.00; (3) each series of PID Bonds shall be in an amount estimated to be sufficient to find the Authorized Improvements or portions thereof for which such PID Bonds are being issued; FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 14 (4) delivery by the Developer to the City of a certification or other evidence from an independent appraiser acceptable to the City confirming that the special benefits conferred on the properties being assessed for the Authorized Improvements increase the value of the property by an amount at least equal to the amount assessed against such property; (5) approval by the Texas Attorney General of the PID Bonds and registration of the PID Bonds by the Comptroller of Public Accounts of the State of Texas; (6) the Developer is current on all taxes, fees and obligations to the City; (7) the Developer is not in default under this Agreement; (8) no outstanding PID Bonds are in default and no reserve funds have been drawn upon that have not been replenished; (9) review and approval by the City of the plats and construction plans for the Authorized Improvements; (10) the Administrator has certified that the specified portions of the costs of the Authorized Improvements to be paid from the proceeds of the PID Bonds are eligible to be paid with the proceeds of such PID Bonds; (11) the Authorized Improvements to be financed by the PID Bonds have been or will be constructed according to the approved design specifications and construction standards imposed by this Agreement including any applicable City Regulations; (12) a finance officer of the City, jointly with the City's Iegal and financial advisors, determine that there will be no negative impact on the City's creditworthiness, bond rating, access to or cost of capital, or potential for liability and that the PID Bonds are structured and marketed appropriately, meet all regulatory and legal requirements and are marketable under financially reasonable terms and conditions; (13) the City has determined that the amount of proposed PID assessments and the structure, terms, conditions and timing of the issuance of the PID Bonds are reasonable for the project costs to be financed and the degree of development activity within the PID, and that there is sufficient security for the PID Bonds to be creditworthy; (14) the maximum maturity for PID Bonds shall not exceed 30 years from the date of delivery thereof; FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 15 (15) the final maturity for any PID Bonds shall be not later than 45 years from the date of this Agreement; (16) unless otherwise agreed to by the City, the PID Bonds shall be sold and may be transferred or assigned only (i) in compliance with applicable securities laws and (ii) in minimum denominations of $25,000 or integral multiples of $1,000 in excess thereof; provided, however, that the limitation on transferability or assignment in this subparagraph (ii) shall not apply if the PID Bonds have a rating of not less that BBB- from Fitch Ratings or Standard & Poor's Ratings Services or Baa3 from Moody's Investors Service, Inc. (17) no information regarding the City, including without limitation financial information, shall be included in any offering document relating to PID Bonds without the consent of the City; (18) simultaneous with closing the PID Bonds, Developer shall fund or cause the funding of the Authorized Improvements to the extent that the Authorized Improvements have not already been completed and paid for by Developer or otherwise to the extent that the PID Bonds are insufficient to fund such Authorized Improvements; (19) simultaneous with closing the PID Bonds, Developer shall pay or cause to be paid to the City the City PID Fee; (20) the Developer agrees to provide periodic information and notices of material events regarding the Developer and the Developer's development within the PID in accordance with Securities and Exchange Commission Rule I5c2-12 and any continuing disclosure agreements executed by the Developer in connection with the issuance of PID Bonds; (21) the Developer satisfies the City's consulting engineer that the Budgeted Cost(s) are reasonable; (22) the Developer has timely paid to the City the Development Agreement Extension Fee as set forth in Section 5.9; and (23) minimum value to lien ratio of 50% for PID Bonds; provided that any receivables due under any reimbursement agreement may sold or assigned in accordance with Section 11.1 of the Agreement; such value shall be confirmed by appraisal from licensed MAI appraiser based on the assumption that development of property only includes the public improvements in place and to be constructed with the PID Bond proceeds and any Developer Cash Contribution deposited with trustee and finished lots (without vertical construction) for an improvement area. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 16 6.2 Disclosure Information. The Developer agrees, represents and warrants that any information provided by the Developer for inclusion in a disclosure document for an issue of Bonds will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. 6.3 Qualified Tax -Exempt Status. The Developer agrees to pay the City any additional costs ("Additional Costs") the City may incur in the issuance of PID Bonds and/or in the issuance of other City obligations because the PID Bonds or other City obligations are deemed not to qualify for the designation of "qualified tax-exempt obligations" as defined in section 265(b)(3) of the Internal Revenue Code of 1986, as amended, as a result of the issuance of the PID Bonds. The City's Financial Advisor shall calculate such amount and the City shall provide a written invoice to the Developer. The Developer shall pay such costs to the City within fifteen days of the date of City's invoice. 6.4 Developer Cash Contribution. At closing on any series of PID Bonds intended to fund construction of Authorized Improvements that have not already been constructed by the Developer, Developer shall deposit into the Developer Improvement Account a pro -rata amount of the Developer Cash Contribution. ARTICLE VII PAYMENT OF AUTHORIZED IMPROVEMENTS 7.1 Improvement Account of the Project Fund. The Improvement Accounts of the Project Fund shall be administered and controlled by the City and funds in the Improvement Account of the Project Fund shall be deposited and disbursed in accordance with the terms of the Indenture. 7.2 Cost Overrun. If the total cost of the Authorized Improvements in the aggregate exceeds the total amount of monies on deposit in the Improvement Account of the Project Fund, the Developer shall be solely responsible for the remainder of the costs of the Authorized Improvements, except as provided in Section 7.3 below. 7.3 Cost Underrun. Upon the final acceptance by City of an Authorized Improvement and payment of all outstanding invoices for such Authorized Improvement, if the Actual Cost of such Authorized Improvement is less than the Budgeted Cost (a "Cost Underrun"), any remaining Budgeted Cost, to the extent available in the monies on deposit in the Improvement Account of the Project Fund, will be available to pay Cost Overruns on any other Authorized Improvement. The City shall promptly confirm to the Trustee that such remaining amounts are available to pay such Cost Overruns, and the Developer and the City will agree how to use such moneys to secure the payment and performance of the work for other Authorized Improvements. 7.4 Remainder for Authorized Improvements. If funds remain in the Improvement Account of the Project Fund after the completion of all Authorized Improvements and the payment of all Authorized Improvements Costs, then such funds shall thereafter be the exclusive property of the City and shall be used by the City for the purpose of paying or retiring the PID Bonds as FIRST AMENDED ANIS RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 17 provided in the Indenture, the Services and Assessment Plan, and any construction funding agreement entered into by the Parties. ARTICLE VIII TIRZ 8.1 Tax Increment Reinvestment Zone. If the PID Bonds are issued in accordance with this Agreement, the City agrees that it will create, operate and maintain the TIRZ over the Property with the intention to provide revenue to pay for: (i) the construction or acquisition of Authorized Improvements to serve the Property; (ii) to reimburse the Developer for any costs advanced or expended by the Developer related to the construction or acquisition of Authorized Improvements; and/or (iii) to pay PID Bond Assessments or to retire all or part of the debt created by PID Bonds. Determination of which of the three purposes (or a combination of those purposes), referenced above, for which the TIRZ Increment shall be expended will be at the City's sole discretion. The City shall deposit and disburse, or cause to be deposited and disbursed, the TIRZ Increment in accordance with the TIRZ Project and Finance plan. Notwithstanding any other provision of this Agreement, the term of the TIRZ shall not extend beyond December 31, 2048 and the total combined amount of the TIRZ Increment to be provided for the purposes described above shall not exceed the Maximum TIRZ Contribution; provided that any TIRZ Increments due and uncollected as of the termination date of the TIRZ shall be deposited and disbursed, when and if received by the City, in accordance with the TIRZ Project and Finance Plan. If the total amount of the TIRZ Increment collected and disbursed reaches the Maximum TIRZ Contribution during the term of the TIRZ, then the TIRZ may be tenninated at the City's sole discretion and the City shall have no further obligations with respect to the TIRZ. The members of the TIRZ Board shall be appointed by the City Council in accordance with Chapter 311, Texas Tax Code. 8.2 Adjustment. The amount of the Maximum TIRZ Contribution shall be reduced by: (i) the amount that actual debt service and additional interest for delinquency and prepayment reserves on the PID Bonds (plus TIRZ administrative expenses) issued to fund the first $7,400,000 of Authorized Improvements is less than the amount shown as "Net Debt Service and Other Payments" on page 6 of Exhibit P; (ii) the amount of debt service of the PID Bonds issued to fund the first $7,400,000 of Authorized Improvements is reduced as a result of the City providing funds, other than PID Bond Assessment or TIRZ Increments, to discharge or pay debt service on such PID Bonds; and (iii) the amount of any payments of assessments made by the City from funds other than PID Bond Assessment or TIRZ Increments. 8.3 Additional TIRZ Qualified Projects. In addition to the listed Authorized Improvements, qualified public improvement projects such as roads, sewers, drainage, water, right-of-way and real estate acquisition projects (including the public safety property) totaling $2,629,943.00 is included in the total TIRZ project amount as defined above, and shall be added to the TIRZ Authorized Improvement list if not already included. 8.4 Conflict. To that this Agreement conflicts with the TIRZ Project and Finance Plan approved by the City, this Agreement shall control. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEL{ SUBDIVISION IMPROVEMENT AGREEMENT PAGE 18 ARTICLE IX INTENTIONALLY LEFT BLAND ARTICLE X EVENTS OF DEFAULT, REMEDIES 10.1 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given in writing (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time to be determined based on the nature of the alleged failure, but in no event more than thirty (30) days (or any longer time period to the extent expressly stated in this Agreement as relates to a specific failure to perform) after written notice of the alleged failure has been given except as relates to a type of default for which a different time period is expressly set forth in this Agreement). Notwithstanding the foregoing, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. Notwithstanding the foregoing, however, a Party shall be in default of its obligation to make any payment required under this Agreement if such payment is not made within twenty (20) business days after it is due. 10.2 Remedies. As compensation for the other party's default, an aggrieved Party is limited to seeking specific performance of the other party's obligations under this Agreement. However, the Parties agree that the Developer will not be required to specifically perform under this Agreement in the event that the Developer satisfies all of its obligations under Section 6.1 and the City does not issue PID Bonds on or before December 31, 2018. The City will not be required to specifically perform under this Agreement in the event that the Developer does not satisfy all of its obligations under its control pursuant to Section 6. l ; or, regardless of Developer's actions with regard to its obligations under Section 6.1 if Developer does not request that the City issue the PID Bonds by November 10, 2018. ARTICLE XI ASSIGNMENT; ENCUMBRANCE 11.1 Assigninent. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. The obligations, requirements, or covenants to develop the Property in this Agreement shall be able to be assigned to any affiliate or related entity of the Developer, or any lien holder on the Property, without the prior written consent of the City. The obligations, requirements or covenants to the development of the Property shall not be assigned by Developer to a non -affiliate or non -related entity of the Developer without the prior written consent of the City Manager of the City, which consent shall not be unreasonably withheld if the assignee demonstrates financial ability to perform. Any receivables due under this Agreement, any construction funding agreement, or any reimbursement agreement may be assigned by the Developer upon written notice to the City pursuant to Section 11.5 of this Agreement. An Assignee shall be considered a "Party" for the purposes of this Agreement. Each assignment shall be in writing executed by Developer and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 19 obligations, rights, title, or interests being assigned. No assignment by Developer shall release Developer from any liability that resulted from an act or omission by Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. Developer shall maintain written records of all assignments made by Developer to Assignees, including a copy of each executed assignment and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity, and this obligation shall survive the assigning Party's sale, assignment, transfer, or other conveyance of any interest in this Agreement or the Property. 11.2 Intentionally Deleted. This Section 11.2 has been intentionally deleted by the Parties. 11.3 Assignees as Parties. An Assignee authorized in accordance with this Agreement and for which notice of assignment has been provided in accordance with Section 11.5 of this Agreement shall be considered a "Party" for the purposes of this Agreement. With the exception of the end-user of a lot within the Property, any person or entity upon becoming an owner of land within the PID or upon obtaining an ownership interest in any part of the Property shall be deemed to be a "Developer" and have all of the obligations of the Developer as set forth in this Agreement and all related documents to the extent of said ownership or ownership interest. 11.4 Third Party Beneficiaries. Subject to Section 11.1 of this Agreement, this Agreement only inures to the benefit of, and may only be enforced by, the Parties. No other person or entity shall have any right, title, or interest under this Agreement or otherwise be deemed to be a third -party beneficiary of this Agreement. 11.5 Notice of Assignment. The following requirements shall apply in the event that the Developer sells, assigns, transfers, or otherwise conveys the Property or any part thereof and/or any of its rights or benefits under this Agreement: (a) the Developer must provide written notice to the City to the extent required under Section 11.1 at least fifteen (15) business days in advance of any such sale, assignment, transfer, or other conveyance; (b) said notice must describe the extent to which any rights or benefits under this Agreement will be sold, assigned, transferred, or otherwise conveyed; (c) said notice must state the name, mailing address, and telephone contact information of the person(s) that will acquire any rights or benefits as a result of any such sale, assignment, transfer or other conveyance; and (d) said notice must be signed by a duly authorized person representing the Developer and a duly authorized representative of the person that will acquire any rights or benefits as a result of the sale, assignment, transfer or other conveyance. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 20 ARTICLE XII RECORDATION AND ESTOPPEL CERTIFICATES 12.1 Binding Obligations. This Agreement and all amendments thereto and assignments hereof shall be recorded in the property records of Collin County. This Agreement binds and constitutes a covenant running with the Property and, upon the Effective Date, is binding upon the Developer and the City, and forms a part of any other requirements for development within the Property. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns as permitted by this Agreement and upon the Property. 12.2 Estoppel Certificates. From time to time upon written request of the Developer or any future owner, and upon the payment to the City of a $100.00 fee plus all reasonable costs incurred by the City in providing the certificate described in this section, the City Manager, or his/her designee will, in his official capacity and to his reasonable knowledge and belief, execute a written estoppel certificate identifying any obligations of an owner under this Agreement that are in default. ARTICLE XIII GENERAL PROVISIONS 13.1 Term. The term of this Agreement shall be fifteen (15) years after the Effective Date unless extended by mutual agreement of the Developer and the City. Upon expiration of the Term, the City shall have no obligations under this Agreement with the exception of: (i) maintaining and operating the PID in accordance with the Service and Assessment Plan and the Indenture; and (ii) fulfilling its obligations under the TIRZ Documents. The term of the TIRZ shall be as stated in Article VIII of this Agreement. 13.2 Public Infrastructure, Generally. Except as otherwise expressly provided for in this Agreement, Developer shall provide all Public Infrastructure, including streets, utilities, drainage, sidewalks, trails, street lighting, street signage, and all other required improvements, at no cost to the City except as provided herein, and in accordance with City Regulations, and as approved by the City's engineer or his or her agent. Developer shall cause the installation of such improvements within all applicable time frames in accordance with the City Regulations unless otherwise approved herein. Developer shall provide engineering studies, plan/profile sheets, and other construction documents at the time of platting as required by City Regulations. Such plans shall be approved by the City's engineer or his or her agent prior to approval of a Final Plat. Construction of any portion of the Public Infrastructure shall not be initiated until a pre - construction conference that includes a City representative has been held regarding the proposed construction and City has issued a written notice to proceed. 13.3 Performance Bond, Pgyment Bond and Other Security. For each construction contract for any part of the Development, Developer or Developer's contractor must execute a performance bond in favor of the City and a payment bond for the construction and work covered by those contracts, which bonds shall be in accordance with Texas Government Code, Chapter 2253 and applicable City Regulations. For each construction contract for any part of the Public Infrastructure, Developer or Developer's contractor further must execute a Maintenance Bond in FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 21 accordance with applicable City Regulations that guarantee the costs of any repairs which may become necessary to any part of the construction work performed in connection with the Public Infrastructure, arising from defective workmanship or materials used therein, for a full period of two (2) years from the date of final acceptance of the Public Infrastructure constructed under such contract. 13.4 Inspections, Acceptance of Public Infrastructure, and Developer's Remedv. The City shall inspect, as required by City Regulations, the construction of all Authorized Improvements, and any Public Infrastructure necessary to support the proposed development within the Property, including water, sanitary sewer, drainage, streets, park facilities, electrical, and street lights and signs. The City's inspections shall not release the Developer from its responsibility to construct, or ensure the construction of, adequate Authorized Improvements and Public Infrastructure in accordance with approved engineering plans, construction plans, and other approved plans related to development of the Property. Notwithstanding any provision of this Agreement, it shall not be a breach or violation of the Agreement if the City withholds City utility services as to any portion of the Development until all required Public Infrastructure necessary to such portion is properly constructed according to the approved engineering plans and City Regulations, and until such Public Infrastructure has been dedicated to and accepted by the City. From and after the inspection and acceptance by the City of the Public Infrastructure and any other dedications required under this Agreement, such improvements and dedications shall be owned by the City. Developer's sole remedy for nonperformance of this Agreement by the City shall be to seek specific performance and cost reimbursements pursuant to the terms of this Agreement. 13.5 Approval of Plats/Plans. Approval by the City, the City's Engineer or other City employee or representative, of any plans, designs or specifications submitted by Developer pursuant to this Agreement or pursuant to City Regulations shall not constitute or be deemed to be a release of the responsibility and liability of Developer, his engineer, employees, officers or agents for the accuracy and competency of their design and specifications. Further, any such approvals shall not be deemed to be an assumption of such responsibility and liability by the City for any defect in the design and specifications prepared by Developer or Developer's engineer, or engineer's officers, agents, servants or employees, it being the intent of the parties that approval by the City's engineer signifies the City's approval on only the general design concept of the improvements to be constructed. 13.6 Insurance. Developer or its contractor(s) shall acquire and maintain, during the period of time when any of the Public Infrastructure is under construction (and until the full and final completion of the Public Infrastructure and acceptance thereof by the City: (a) workers compensation insurance in the amount required by law; and (b) commercial general liability insurance including personal injury liability, premises operations liability, and contractual liability, covering, but not limited to, the liability assumed under any indemnification provisions of this Agreement, with limits of liability for bodily injury, death and property damage of not less than $1,000,000.00. Such insurance shall also cover any and all claims which might arise out of the Public Infrastructure construction contracts, whether by Developer, a contractor, subcontractor, material man, or otherwise. Coverage must be on an "per occurrence" basis. All such insurance shall: (i) be issued by a carrier which is rated "A-1" or better by A.M. Best's Key Rating Guide and licensed to do business in the State of Texas; and (ii) name the City as an additional insured and contain a waiver of subrogation endorsement in favor of the City. Upon the execution of Public FIRST AMENDED AND RESTATED VILLAGES Or HURRICANE CREEK SUBDIVIS[ON IMPROVEMENT AGREEMENT PAGE 22 Infrastructure construction contracts, Developer shall provide to the City certificates of insurance evidencing such insurance coverage together with the declaration of such policies, along with the endorsement naming the City as an additional insured. Each such policy shall provide that, at least 30 days prior to the cancellation, non -renewal or modification of the same, the City shall receive written notice of such cancellation, non -renewal or modification. 13.7 INDEMNIFICATION and HOLD HARMLESS. THE DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, HEREBY COVENANT AND AGREE TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY THE CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ALL THIRD -PARTY CLAIMS, SUITS, JUDGMENTS, DAMAGES, AND DEMANDS (TOGETHER, "CLAIMS") AGAINST THE CITY, WHETHER REAL OR ASSERTED INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES, RELATED EXPENSES, EXPERT WITNESS FEES, CONSULTANT FEES, AND OTHER COSTS, ARISING OUT OF THE NEGLIGENCE OF THE DEVELOPER, INCLUDING THE NEGLIGENCE OF ITS RESPECTIVE EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, MATERIAL MEN, AND AGENTS, IN CONNECTION WITH THE DESIGN OR CONSTRUCTION OF ANY PUBLIC INFRASTRUCTURE, STRUCTURES, OR OTHER FACILITIES OR IMPROVEMENTS THAT ARE REQUIRED OR PERMITTED UNDER THIS AGREEMENT AND/OR CITY REGULATIONS AND/OR ANY APPLICABLE DEVELOPMENT STANDARDS AND/OR ANY OTHER GOVERNING REGULATIONS; AND IT IS EXPRESSLY UNDERSTOOD THAT SUCH CLAIMS SHALL EXCEPT AS MODIFIED BELOW INCLUDE CLAIMS EVEN IF CAUSED BY THE CITY'S OWN CONCURRENT NEGLIGENCE SUBJECT TO THE TERMS OF THIS SECTION. THE DEVELOPER SHALL NOT, HOWEVER, BE REQUIRED TO INDEMNIFY THE CITY AGAINST CLAIMS CAUSED BY THE CITY'S SOLE NEGLIGENCE. IF THE CITY INCURS CLAIMS THAT ARE CAUSED BY THE CONCURRENT NEGLIGENCE OF THE DEVELOPER AND THE CITY, THE DEVELOPER'S INDEMNITY OBLIGATION WILL BE LIMITED TO A FRACTION OF THE TOTAL CLAIMS EQUIVALENT TO THE DEVELOPER'S OWN PERCENTAGE OF RESPONSIBILITY. THE DEVELOPER, INCLUDING ITS RESPECTIVE SUCCESSORS AND ASSIGNS, FURTHER COVENANTS AND AGREES TO RELEASE, DEFEND, HOLD HARMLESS, AND INDEMNIFY, THE CITY AGAINST ANY AND ALL CLAIMS BY ANY PERSON CLAIMING AN OWNERSHIP INTEREST IN THE PROPERTY WHO HAS NOT SIGNED THIS AGREEMENT IF SUCH CLAIMS RELATE IN ANY MANNER OR ARISE IN CONNECTION WITH: (1) THE CITY'S RELIANCE UPON THE DEVELOPER'S REPRESENTATIONS IN THIS AGREEMENT; (2) THIS AGREEMENT OR OWNERSHIP OF THE PROPERTY; OR (3) THE CITY'S APPROVAL OF ANY TYPE OF DEVELOPMENT APPLICATION OR SUBMISSION WITH RESPECT TO THE PROPERTY. At no time shall the City have any control over or charge of the Developer's design, construction or installation of any of the Public Infrastructure that is the subject of this Agreement, nor the means, methods, techniques, sequences or procedures utilized for said design, construction or installation. This Agreement does not create a joint enterprise or venture between the City and Developer. 13.8 Eminent Domain. Developer agrees to use reasonable efforts to obtain all third - party rights-of-way, consents, or easements, if any, required for the Public Infrastructure. If, however, Developer is unable to obtain such third -party rights-of-way, consents, or easements FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 23 within ninety (90) days of commencing efforts to obtain the needed easements and right of way, the City agrees to take reasonable steps to secure same (subject to City Council authorization after a finding of public necessity) through the use of the City's power of eminent domain. Developer shall be responsible for funding all reasonable and necessary legal proceeding/litigation costs, attorney's fees and related expenses, and appraiser and expert witness fees (collectively, "Eminent Domain Fees") paid or incurred by the City in the exercise of its eminent domain powers that for any reason are not funded by the proceeds of the PID Bond or TIRZ Increment and shall escrow with a mutually agreed upon escrow agent the City's reasonably estimated Eminent Domain Fees both in advance of the initiations of each eminent domain proceeding and as funds are needed by the City. Provided that the escrow fund remains appropriately funded in accordance with this Agreement, the City will use all reasonable efforts to expedite such condemnation procedures so that the Public Infrastructure can be constructed as soon as reasonably practicable. If the City's Eminent Domain Fees exceed the amount of funds escrowed in accordance with this paragraph, Developer shall deposit additional funds as requested by the City into the escrow account within ten (10) days after written notice from the City. Any unused escrow funds will be refunded to Developer with thirty (30) days after any condemnation award or settlement becomes final and non -appealable. Nothing in this subsection is intended to constitute a delegation of the police powers or governmental authority of the City, and the City reserves the right, at all times, to control its proceedings in eminent domain. 13.9 Payee Information. With respect to any and every type of payment/remittance due to be paid at any time by the City to the Developer under this Agreement, the name of the payee for such payment shall be CADG Hurricane Creek, LLC, and the payment/remittance shall be sent or delivered to the following address: CADG Hurricane Creek, LLC 1800 Valley View Lane Suite 300 Farmers Branch, Texas 75234 Developer may change the name of the payee and/or address set forth above by delivering written notice to the City designating a new payee and/or address. 13.10 Previous Facilities A reement Void. To the extent that the Previous Facilities Agreement or any other agreement with. the City or incentive program previously undertaken by the City—other than this Agreement ----affects or relates in any way to the Property, said agreements and incentive programs are null and void. ARTICLE XIV ADDITIONAL PROVISIONS 14.1 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 24 consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 14.2 Notices. Any notice, submittal, payment or instrument required or permitted by this Agreement to be given or delivered to any party shall be deemed to have been received when personally delivered or 72 hours following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows: To the City: Attn: City Manager City of Aima, Texas 111 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: Attn: Bond Counsel McCall, Parkhurst & Horton, LLP 717 North Harwood, Suite 900 Dallas, TX 75201 To the Developer: CADG Hurricane Creek, LLC Attn: Mehrdad Moayedi 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Attn: Robert Miklos Miklos CincIair, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any Party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other Party. 14.3 Interpretation. The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which Party originally drafted the provision. 14.4 Time. In this Agreement, time is of the essence and compliance with. the times for performance herein is required. FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 25 14.5 Authority and Enforceability. The City represents and warrants that this Agreement has been approved by official action by the City Council of the City in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Agreement has been approved by appropriate action of the Developer, and that each individual executing this Agreement on behalf of the Developer has been duly authorized to do so. Each Party respectively acknowledges and agrees that this Agreement is binding upon such Party and is enforceable against such Party, in accordance with its terms and conditions and to the extent provided by law. 14.6 Severability. This Agreement shall not be modified or amended except in writing signed by the Parties. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then: (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible and upon mutual agreement of the parties, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 14.7 Applicable Law; Venue. This Agreement is entered into pursuant to, and is to be construed and enforced in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Collin County. Exclusive venue for any action related to, arising out of, or brought in connection with this Agreement shall be in the Collin County District Court. 14.8 Non Waiver. Any failure by a Party to insist upon strict performance by the other Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same tern or condition. 14.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 14.10 Exhibits. The following exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Metes and Bounds Description and Depiction of the Property Exhibit B Authorized Improvements with their Budgeted Costs Exhibit C Amenity Center Exhibit D-1 Roadway Improvements — Phase 1 Exhibit D-2 Collector "B" Roadway Improvements Exhibit D-3 Collector "C" Roadway Improvements Exhibit D-4 Collector "D" Roadway Improvements Exhibit E Home Buyer Disclosure Program FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 26 Exhibit F Landowner Agreement Exhibit G Neighborhood Trails Plan Exhibit G-1 Public Access Trails Plan Exhibit H-1 Oversized and Offsite Sanitary Sewer Facilities Exhibit H-2 Intentionally Omitted Exhibit H-3 Hurricane Creek Regional Trunk Sewer Improvements Exhibit I Phase 1 Development Plan Exhibit J Intentionally Omitted Exhibit K Previous Facilities Agreement Exhibit L Intentionally Omitted Exhibit M Water Facilities Exhibit N Public Safety Property Exhibit O Parkland Sites Exhibit P City PID Bond financing and TIRZ Contribution Analysis - draft for illustration purposes only 14.11 Force Majeure. Each Party shall use good faith, due diligence and reasonable care in the performance of its respective obligations under this Agreement, and time shall be of the essence in such performance; however, in the event a Party is unable, due to force majeure, to perform its obligations under this Agreement, then the obligations affected by the force majeure shall be temporarily suspended. Within three (3) business days after the occurrence of a force majeure, the Party claiming the right to temporarily suspend its performance, shall give Notice to all the Parties, including a detailed explanation of the force majeure and a description of the action that will be taken to remedy the force majeure and resume firlI performance at the earliest possible time. The term "force majeure" shall include events or circumstances that are not within the reasonable control of the Party whose performance is suspended and that could not have been avoided by such Party with the good faith exercise of good faith, due diligence and reasonable care. 14.12 Complete Agreement. This Agreement embodies the entire Agreement between the Parties and cannot be varied or terminated except as set forth in this Agreement, or by written agreement of the City and Developer expressly amending the terms of this Agreement. 14.13 Consideration. This Agreement is executed by the Parties hereto without coercion or duress and for substantial consideration, the sufficiency of which is hereby acknowledged. [SIGNATURES PAGES FOLLOW, REMAINDER OF THIS PAGE INTENTIONALLY LEFT L' LANK] FIRST AMENDED AND RESTATED VILLAGES OF 14URRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 27 EXECUTED BY THE PARTIES TO BE EFFECTIVE ON THE EFFECTIVE DATE: CITVOXA�NA By: Name: Maurice Schwanke Title: C a r f D Date: f APPROVED AS TO FORM (1- Name: Clark McCo Title: City Attome STATE OF TEXAS § COUNTY OF COLLIN § This instrument was acknowledged before me on th&ray of " , 2018 by Maurice Schwanke, City Manager of the City of Anna, Texas on behalf of said City. A17A'A i ' CARRIE L. sM1tN Notary Public, Stat of Texas t�? Notary Public, State of Texas (SEAL) s ' • ;:c My Commission Expires °•'f Januory 27, 2014 Name printed or typed Commission Expires: t g 1 FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE28 IA WK17�" CADG Hurricane Creek, LLC, a Texas limited liability company By: CADG Holdings, LLC, a Texas limited liability company Its: Member By: MMM Ventures, LLC, a Texas limited liability company Its: Manager By: 2M Ventures, LLC, a Delaware limited liability company Its: Manager By: 4, -44 ,--� Name: Mebrdad Moayedi Its: Manager STATE OF TEXAS COUNTY OF DALLAS This instrument was acknowledged before me on the � day of 2018 by Mehrdad Moayedi, Manager of 2M Ventures, LLC, a Delaware limitedd liabflity company, as Manager of MMM Ventures, LLC, a Texas limited liability company, as Manager of CADG Holdings, LLC, a Texas limited liability company, as Member of CADG Hurricane Creek, LLC, a Texas limited liability company, on behalf of said company. \pY >>��A TREVOR KpLLINGER Notary Public State of Texas �� h / y rifttftPublic,StateQfTexas ' f Comm. EXOGS01-OW021 440% NotarylD 190990327 FIRST AMENDED AND RESTATED VILLAGES OF HURRICANE CREEK SUBDIVISION IMPROVEMENT AGREEMENT PAGE 29 Exhibit A . METES AND BOUNDS DESCRIPTION .AND DEPICTION OF THE PROPERTY 4�4 N 89°52'55"E 465.63' WWI N23008'27"W 67.47' — N88°26'26'W 365.15' � ,� . 387.21' 1°2fi �__= P E LOTO N LAND SOLUTIONS IM6lO NW. awn M SmE l FR45CO, T.,., 46-3.,m N89°11'00"E S00°10'57"W 794.06' 232.18' $90°00'00"E, 1755.97' �! N89 5612 184.36 801 °06'39" E R=700.00' 55.96' =205.39' D=16°48'41" CB=S7°17'41 " W CD=204.65 S 15°42'02"W, 121.60' R=700.00' =205.39' D=16°48'41" CB=87°17'41" W CD=204.65 R=699,99' »116.43' D=9°31'48" CB=S3°39'15"W CD=116.30 R=700.03' =101.69' D=8° 19'23" CB=S4°15'28"W CD=101.60 R=700.00' =530.61' °'" R25.41Q0 8777S D=00°02'48" CB=S43°40'02"W CD=25.41 S00°56'11" E 265.80' N89°44'50" Li ommummom 587.06' N 0 to m 0 EXHIBIT A - DEPICTION OF PROP VILLAGES OF o HURRICANE CREEK 75 BEING all that certain tract of land situated in then Joseph Boyle Survey, Abstract Number 105, the John Coffman Survey, Abstract Number 197 the J. M. Kincade Survey, Abstract Number 509 J. W. Mitchel Survey, Abstract Number 565 the W. Rattan Survey, Abstract Number 752 and the T. Rattan Survey, Abstract Number 785, Collin County, Texas and being all of a called 262.41 acre tract as described by deed to Villages of Hurricane Creek, LP recorded in Volume 5430, Page 9864 of County Records, Collin County, Texas and being part of a called 114.252 acre of land described by deed to Don Collins, et al recorded in Volume 5257, Page 4877 of said County Records and being more particularly described by metes and bounds as follows: BEGINNING at the southeast corner of said 262.41 acre tract, in the west line of said 114.252 acre tract; THENCE S 89°54'24"W, 2687.84 feet; THENCE N 00°04'27"W, 387.21 feet; THENCE N 89°58'14"W, 849.21 feet; THENCE N 03°33'44"E, 1188.00 feet; THENCE N 88026'26"W, 365.15 feet; THENCE N 23°08'27"W, 67.47 feet; THENCE N 02°48'15"E, 1930.31 feet; THENCE N 89°52'55"E, 465.63 feet; THENCE N 89°15'32"E, 742.56 feet; THENCE S 90°00'00"E, 1755.97 feet to the northeast corner of said 262.41 acre tract of land and being the northwest corner of said 114.252 acre tract; THENCE N 89°11'00"E, 794.06 feet; THENCE S 00°10'57"W, 232.18 feet; THENCE N 89°56'12"E, 1184.36 feet; THENCE S 01°06'39"E, 55.96 feet to the beginning of a curve to the right; THENCE with said curve to the right, an arc distance of 205.39 feet, through a central angle of 16°4841", having a radius of 700.00 feet, the long chord Which bears S 07°17'41"W, 204.65 feet; THENCE S 15'42'02"W, 121.60 feet; THENCE with said curve to the left, an arc distance of 205.39 feet, through a central an 9.1e of 16°4841", having a radius of 700.00 feet, the long chord which bears S 07 17'41"W, 204.65 feet; THENCE S 01°06'39"E, 201.55 feet; curve THENCE with said to the right, an arc distance of 116.43 feet, through a central angle of 09°31'48", having a radius of 699.99 feet, the long chord which bears S 03°39'15"W, 116.30 feet; THENCE S 08°25'09"W, 393.86 feet; THENCE with said curve to the left, an arc distance of 101.69 feet, through a central angle of 08°19'23", having a radius of 700.03 feet, the long chord which bears S 04 15'28"W, 101.60 feet; THENCE S 00°05'44"W, 1035.62 feet; THENCE with said curve to the right, an arc distance of 530.61 feet, through a central angle of 43°25'52", having a radius of 700.00 feet, the long chord which bears S 21°48'40"W, 518.00 feet; THENCE S 43031'37"W, 241.38 feet; THENCE with said curve to the right, an arc distance of 25.41 feet, through a central angle of 00°02'48", having a radius of 400.00 feet, the long chord which bears S 43°40'02"W, 25.41 feet; THENCE N 89°44'50"W, 655.06 feet; THENCE S 00°56'13."E, 265.80 feet to the Point of Beginning and containing 16,037,378 square feet or 368.2 acres of land more or less. EXHIBIT Al - METES AND BOUNDS VILLAGES OF HURRICANE CREEK 1 P E LOTO N 1' LAND SOLUTIONS 1MIS ) MW-aMTT MFMSpil l F"$= T T=Stl fi4M-16W EXHIBIT Al - METES AND BOUNDS VILLAGES OF HURRICANE CREEK Exhibit B AUTHORIZED IMPROVEMENTS WITH THEIR BUDGETED COSTS AND MAP 75 112 4#0 PROPOSED SEWER NNW mm � w PROPOSED WATER PROPOSED ROADS R EXHIBIT B - OVERALL MAP !'I-- i9l PELOTON VILLAGES OF iffl-P LAND SOLUTIONS STE, A001 FAMCOJX754331489�213.15W HURRICANE CREEK :rotal Phase One LA! costs 1 Land $8,000,000 $8,000;000 2 Earthwark A2:921.E4s 4f nKa arc 4 Server 5 Storm 6 Paving 7 Miscellaneous 8 Collector 8 9 Collector C 10 :Collector i) 11 OS Sewer. Improvements 12 FM.456 13 :CollectorA - G11268- 4L- Roads 14 'Colllector S - 4L- Roads 1S`Goilector G zL � Roads 16 Collector C- Offsite 2L- Roads 17 Collectw D - 2L- Roads 18 FM455 Water 19 Coil A Water 20 Coll 0 Water 23 UitStat1dnTr4ASeW:er.FMSewer 24 Trall System 25 District formation /Legal/Consulting 26 Flood Study 21 MOP "$1,655,062 $6;746,731 $601,008 $476,457 $721,032 $120,852 $1;918,141 $a $0 $1,558,242 $2,084;464 $0 $334;039 $0 $44,601. $77,150 $596,655 $600,000 $M236, $932,450 $25,006 $9,000 $622,535 $2,368,608 $488,764 $305,683 $721,032 $120,852 $1,318,141 $0 $0 $1,ssa,142 $0 $0 $0 $0 $44,601 $77,150 $596,655 $250,000 $V0,426,28 $586,788 $25,000 $4,000 Future Phase' costs $1,032,527 $4,37$,123 $112,244 $170,774 $0 $0 $0 $0 $a $0 .$2,084,464 $0 $334,039 $0 $0 $o $o $$50,000 13 810'618' $345;662 $0 $0 33' Wastewater Impact Fee $0 $0 $0 34 Park Fees 4n en e 37 RetainingWalis 36 Amenity Center / Other Amenities 39 TOTALS Note: 1CoRectorA-CR268-41-Roads z Us naravity main 3 Coil*Or'C- Ojfslte2t - Roads 4, FM.455Water 5 Coll Mater $784,600 $x;000;000 $9,301,891 $43,529, 795 $105,460 $428,230 $1,500,000 AM; ; 28347 050 $366943 CityProjectlAugust12018 Phase $4763,000 City:Project/August12018 Phase $$09,000 City ProlectlAugast 12018 Phase 1 $24,617 CityProject lAugust 12018 Phase $435,000 City Project/August 12018 Phase 1 $3,998,560 S356;57Q $500,000 1313 12T 25191 i45 1 Land 2 Earthwork 4 Sewer .S Storm 6 Paving 7 MlscellaMeaus s Collector 9 9 Collector 10 Collector d ii OSSewerlmprovements 12 FNS 455 13 Collector A,-CR268-4L-Roads 14 Collector 8 -4L -Roads 15 Collector. C - 2L- Roads 16 Collector C.-Offslte2L-Roads '17 Collector 0 -41. - Roads 18 FM 456 Water 19 Coll A Water 20 Coll Meter .28 .UftStation Trunk AL-.qer OM 24 Trill System 25 DistrictFormatlon./Legal/Consulting 26 Flood Study' 2T SWPPP Total PlUTIRZ PID Pte, private Costs MI COU M! Costs D/rect Costs hosts $8,000,000 $0 $0 $0 $8,00010oo ift Addtl t Note @&5% $0 $3,591,524 $0 $0 $3;581;524' $0 $0 $1,6SS,062 $0 $0 $1,655,062 $0 $0 $6;746,731 $0 $0 $6,746,731 $0 $0 $601,008 $0 $0 $501,008 $0 SD $476,457 $0 $476,457 $0 $0 $0 $721,032 $0 025,032 $0 $0 $0 $1201852 $0 $.120,852 $0 $0 $0 $1,318,141 $0 $1,318,141 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,558;142 $1,558,142 $0 $0 $0 $0 $2,084,464 $2,084,464 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $334,039 $334,039 $0 $0 $0 $9 $0 $0 $0 $0 $0 $0 $44,601 $44,601 $0 $0 $0 $0 $77,150 $0 $77,150 $0 $0 $0 $0 $0 $0 $0 $0 SO $6001000 $0 $0 $0 $60.91900 $0 $341=9M 350 253 28 $Is,860 2 $10,716,236 o $932,450 $0 $932,450 $0 $0 $0 $25,000 $0 $25,000 $0 $0 $0 $9,000 $0 $9,000 $0 $0 $0 33 WastewaterImpact Fee $0 $0 $0 $0 $0 $6 ;34_ Park Fees $0 $0 $0 SO SO SO 3T RetalningWal)s 38 AmeOlty.Center/Other Amenities 39 TOTALS Note: 1 C0llectorA-0-4268-4L-Roads 2 US 75, Gravity Main 3 CollectorC-Ofj's1te2L.-Roads 4 FM455 Water ter. Cali C Water $42166 $0 $784;800 $0 $2,0901000 $0 $9,201,8191 629943 $415M, 795 6 80 296 $282,160 $0 $0 $0 $0 $0 1257 208 `00 "467, 492 1S 860128 $366,943 City Project/August 12018 Phase 1 $2,263,000 My Project /August 12018 Phase 1 $909,000 City Project/August 12018 Phase 1 $24,617 City Project/August 12018 Phase 1 $435,000 CityProJect/August1.2018 Phase 1 $$,998;560 $7.8+11500 $2,000,000 S 414,743 26130 978. $0 $0 $2,629,943 $2,62,p 94 I Land 2 Earthwork 4 Sewer S storm 6 Paving 7 Miscellaneous 8 Collector 8 9 Collector C 10 Collector D 21 O5 Sewer Improvements 12 FM 455 13 .CollectorA- CR268-41.- Roads 14 Collector 0.4L -Roads 25 Collector C - 2L- Roads 16 Collector C-'Offslte 21.- Roads 17 Collector0-2L-Roads 1& FM 455 Water 19 Coll A Water 20 gall 6 Water 21 Coll C water 22Stanridg� 4vers(ze Waterliiria 23 l.iR $ta#ion Trunk Sewar FM Seu 24 Trail System, 25 District Fotmation /Legal/Consulting 26 Flood Study 27 $WPPP rse one-'Cbsts 1D .TtRZ PID PID Prl, vote rrzAddtl Carry Costs, Ml Costs M1 Costs Direct Costs Cas Note, 6:576Im m000,000 $0 $0 $0 $$0001000 $0 $1,054,625 $0 $0 $263,06 $190969 $0 1365" 2$ $1,309.263 $0 1920 7A 12,029043 732 648 �5`Q Amu X2,62_ 994 $622,535 $0 $0 $622,535 $0 $0 $2,368,608 $0 $0 $2,368,608 $0 $0 $488,764 $0 $0 $488,764 $0 $0 $305,683 $0 $305,683 $0 $0 $0 $721,032 $0 $721,032 $0 $0 $0 $120,852 $0 $120;852 $0 $0 $0 $1,319,141 $0 $1,318,141 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $1,558,142 $1,558,142 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $o $0 $0 $0 $0 $0 $0 -$0 $0 $0 $0 $0 $0 $0 $0 $44,601 $44,601 $0 $0 $0 $0 $77,150 $0 $77,150 $0 $0 $0 $o $o $0 $0 $$a $0 $250,000 $0 $0 $0 $250,000 $0 20 26 Z86 1931 750 3 ]39 513 6 314 054 9040 ff9. yp $586,788 $0 $586,788 $0 $0 $0 $25,000 $0 $25,000 $0 $0 $0 $91000 $0 $9,o00 $0 $0 $0 33 wastewater impact Fee $0 $0 $0 $0 $0 $0 34 Park Fees $0 $0 0 $0 $ 0 `3b Rl fit�o Wa R al f r 86 GeotechnicaETesting $105,46D $D ..��..: $505;460 $0 $0� : $p $7 Retaining Wells :$428,230 $0 $0 $0 $428,230 $D 38 Amenity Center/ Other Amenities $1,5o0,000 $0 $0 $0 $10500,000 $0 1920 7A 12,029043 732 648 �5`Q Amu X2,62_ 994 39 TOTALS $2&347,050 562 $3i872,161 Sam,054 W1599. 42 2 6 9 Note: 1 CollectorA - CR268 - 4L - Roads $366,943 City Project/August 12018 Phase 1 2.0s 75 Gravity main $2,263,000 City Project /August 12018 Phase .3 Collector C=.. dotte 2L - Roads $909,000 City Project/August 12018 Phase l 4 FM 455 Water $24,617 City Project %August 12018 Phase 1 5 coil C water $435,000 City Project /August 1. 2018 Phase l $3;998,560 Ml Apportionment Notes (Linear) i4tail M171'rsApponYoned MJ NON nRZ 2 Mi costs $8;433,854 $4,561;693 S3,872,161 2 Lots 654 654 654 3 Per Got $12,895.80 $6,975.07 $5,920.73 4 Phase One $2,772;597 $1,439,639 $1,272,958 its 5 Ml paper Zone $5,661,256 $3,062,054 $2,599,203 439 Anr>�a t�i1laskcaf Huricare�Cret� 4 �� zr Eu. �j���d �h�.+.x. —w. �i"�,,�.. �..r� s"�r.� S C.x. s ✓e, � Phar;etpr�e�astt~stlmatasCategot;esf � �� � ' '` � � AuaustTs�20lSrAssvl%,�'ititi»s"��� ,L_.n1 _ .c`'. , cP1D Fpture:Ptiases P1D .T11a PID Private 71rzAddE1CarN Costs M1Costs 1LV1 Costs Direct Costs Costs: NOM 9i6.5%int 1 Land $0 $0 $0 $0 $0 $0 2 Earthwork $1,767;023 $0 $0 $441,756 $1;325,267 $0 3 Water, $1,309,163 $0 $0 $1309;163 $0 $0 4 Sewer $2,272,261 $0 $0 $2,272,251 $0 $0 5 Storm $1,032,527 $0 $0 $1,032;527 $0 $0 6 Paving $4,378,123 $0 $0 $4,378;123 $0 $0 7 Miscellaneous $112,244 $0 $0 $112,244 $0 $Q 8 Collector8 $170,774 $0 $170;774 $0 $0 $0 9 CollmorC $0 $0 $0 $0 $0 $0 10 'Collector D $0 $0 $0 $fl $0 $0 11 OS Sewer improvements$D $0 $O $0.$0 $Q 12 FM 455 $0 $0 $0 50 $0 $0 13 CollactwA-CR268.4L-Roads $0 $0 $0 $0 $Q $Q 14 Collector8-4L•Roads $0 $0 $0 $0 $0 $0 15 Collettor.0-21.«Roads $2,084,464 $2,084,464 $0 $0 $0 $0 16 Collector C. Offsite 2L -Roads $0 $0 $0 $0 $0 $0 17 Collector D -.21. -Roads $334,039 $334,039 $0 $0 $0 $0 18 FM455.Water $0 $D $0 $0 $Q $0 19 GolIAWater $0 $0 $0 $0 $D $0 20 .Coll B Water $0 $0 $0 $0 $0 $0 21 Coli C Water $0 $0 $0 $0 $0 $0 22 Stanridge Overslxe Water Line $0 $0 $0 $0 $0 $Q 23 Litt.Stathm-Trunk Sewer FM Sewer $0 $0 $0 $0 $0 $0 24 Trail System $350,000 $0 $0 $0 $350,000 $0 13810618 2418 0 17077 AVOW $1,675,267 $0 25 District Formation /Legal/Consulting $345,662 $0 $345,662 $0 $0 $p 26' F1eod Study $0 $0 $0 $0 $0 $0 27 SWPPP $0 $0 $0 $0 $0 $0 28 Final Flattin&Fee $2,195 $0 $2,195 $0 $0 $0 29 Development.AgieementFee $0 $0 $0 $0 $0 $0 30 Engineering Review $0 $0 $0 $0 $0 $0 31 FID:Fee $0 $0 $0 $0 $0 $0 32 Water Impact. Fee $0 $0 $0 $0 $0 $0 33. Wastewater; Impact Fee $0 $0 SO $0 $0 $0 34 Park Fees $0 $0 $0 $0 $0 $0 35 Right of Ways/ Real Fstate.Acquis. $0 $0 $0 $0 $Q $Q 86:Geotechtifca4Testing $176,700 $0 $176,700 $0 $0 $0 37 Retaining Walls $356,570 $0 $0 $0 $356,570 $Q 38; Amenity 4nter I Other Amenities $500,000 $0 $0 $0 $500;000 $0 3 381127 $0 $524,557 �fiQ 6 370. 39 TOTALS $2,418, $2,531,837 $0— DNote, Note, 1:CollectorA-CR268-41-Roads $366,943 CityProject/August 12018 Phased 2 US'75GMvltymain $2,263,000:CityProjectjAugu5t12018 Phosel 3 Collectore-OffsJte2L-Roads $909060 City Project /August12038 Phosel 4 FM 455 i&oter $24,617 CityProject %August 12018 Phase 1 5 Co!►:C Winer $435;000 City Project jAugust 12018 Phase 1 $3,998,560 Exhibit C AMENITY CENTER li'11" P E LCAT® N 1-11IT LAND SOLUTIONS 10815 MM V?, UjJ07T oR BTE. at91 fNSC-0, 1X 730731 <6F21LIpD3 t i ♦ �� lrr� r//�/� W-1 ii■ r; AMENITY CENTER t 2,25 ACRES EXHIBIT C - AMENITY CENTER IMPROVEMENTS AND MINIMUM STANDARDS VILLAGES OF HURRICANE CREEK Wl Exhibit D -1 ROADWAY IMPROVEMENTS - PHASE 1 80' ROW 2 - 2613-11 LANES i 120'ROW 2 - 25' B -B LANES I COMMENCEMENT/CONSTRUCTION DEADLINE FOR ROADWAY IMPACT FEE REIMBURSEMENT 80- ROWI 2 - 25' B- LANES THE PHASE 1 OFFSITE ROADWAY FACILITIES SHALL INCLUDE THE FOLLOWING: 1) CONSTRUCTION OF A PORTION OF CR 368 AS DEPICTED WHICH SHALL BE LOCATED IN A 120 FOOT WIDE RIGHT-OF-WAY DEDICATED TO THE CITY, AND WHICH SHALL INCLUDE THE CONSTRUCTION OF 4 CONCRETE LANES (ULTIMATE 6 LANES) DIVIDED BY A RAISED MEDIAN. 2) PERIMETER SIDEWALKS SHALL BE CONSTRUCTED ADJACENT TO ALL DIVIDED ROADWAYS. 3) STREET LIGHTING WITHIN ALL RAISED MEDIANS SHALL BE PROVIDED AS PART OF THE REQUIRED ROADWAY IMPROVEMENTS. ELECTRIC SERVICE LINES FOR STREET LIGHTS SHALL BE LOCATED UNDERGROUND. ❑in THE FINAL LOCATION AND ALIGNMENT OF THE PHASE 1 OFFSITE ROADWAY FACILITIES SHALL BE SUBJECT TO APPROVAL BY THE CITY. THE DESIGN AND CONSTRUCTION OF THE PHASE 1 OFFSITE ROADWAY FACILITIES SHALL CONFORM TO THE MOST CURRENT CITY REGULATIONS. STATE OF TEXAS REGULATIONS SHALL APPLY WHERE APPLICABLE. EXHIBIT D1 - ROADWAY IMPROVEMENTS PHASE 1 ROADWAY N 1i!I;�1 PELOTON VILLAGES OF ,,.� I•�i[ LAND SOLUTIONS HURRICANE CREEK 1ppr5."w ally POR Sm'� IfR OIT%TSOl04l 21Ys*w Exhibit D -2 COLLECTOR "B" ROADWAY IMPROVEMENTS 14 - THE COLLECTOR "B" ROADWAY IMPROVEMENTS SHALL INCLUDE THE FOLLOWING: 1) CONSTRUCTION OF THE COLLECTOR "B" ROADWAY AS DEPICTED WHICH SHALL BE LOCATED IN AN 80 FOOT WIDE RIGHT-OF-WAY DEDICATED TO THE CITY, AND WHICH SHALL INCLUDE THE CONSTRUCTION OF 4 CONCRETE LANES DIVIDED BY A RAISED MEDIAN. 2) PERIMETER SIDEWALKS SHALL BE CONSTRUCTED ADJACENT TO COLLECTOR "B", 3) STREET LIGHTING WITHIN ALL RAISED MEDIANS SHALL BE PROVIDED AS PART OF THE REQUIRED ROADWAY IMPROVEMENTS, ELECTRIC SERVICE LINES FOR STREET LIGHTS SHALL BE LOCATED UNDERGROUND. STREET PAVEMENT ROW LENGTH PHASE COLLECTOR B 2 @ 25` B -B 80' 2155 LF 1 COLLECTOR B 2 @ 25' B -B 80' 285 LF 2 TOTAL 2440 LF EXHIBIT D2 - COLLECTOR "B" ROADWAY IMPROVEMENTS PELOTON VILLAGES OF a 600 1600 IMI L~N& soturM14 HURRICANE CREEK f3RAPNIC SCALE IN FEET 1N2E JGYW VI.E410Tf DR. SfE. 401 fAlyC0,1%J507] Id6}21}fEt7 Exhibit D-3 COLLECTOR `°C" ROADWAY IMPROVEMENTS '�,��►�+- �ar�rrrr��rr�l ►�0�+� 4�rrrrrr rrrrrrrrr �� jlrrrrrrrr rrrrrrrr ; �S`��,� rrrrrrr rrrrrrrr _��.,,, ,rrrr�r rrrrrrrrr 1 ammmomwEe+■ aw rrr/raw rrrrrrrrr rrrrrrrr rrrrr,N� �rr111M*rte l�rrrr� r r rr rr ,�,rrrrr ♦ ! ,►!+�* ��,��r► r r mom rs •two. r ray ■rar rr /► r !� j to U 75 THE COLLECTOR "C" ROADWAY IMPROVEMENTS SHALL. INCLUDE THE FOLLOWING: 1) CONSTRUCTION OF THE COLLECTOR "C" ROADWAY AS DEPICTED WHICH SHALL BE LOCATED IN AN 60 FOOT WIDE RIGHT-OF-WAY DEDICATED TO THE CITY, AND WHICH SHALL INCLUDE THE CONSTRUCTION OF A 37 FOOT WIDE (B -B) CONCRETE STREET. STREET PAVEMENT ROW LENGTH PHASE COLLECTOR C 1 @ 37' B -B 60' 1647 LF 1 ® COLLECTOR C 1 @ 37' B -B 60' 2713 LF 2 TOTAL 4360 LF EXHIBIT D3 - COLLECTOR "C" ROADWAY IMPROVEMENTS ' PELOTON VILLAGES OF 0 800 000 1600 I,e�l LAND SOLUTIONS HURRICANE CREEKGkAPHIC P SC J 09)3 JOti4 W. ELLIOTT Op. STE SMI FPtPCO, TX]l91f 1 w?1JYJ6rA ALE IN FE -F Exhibit D-4 COLLECTOR "D" ROADWAY IMPROVEMENTS THE COLLECTOR "D" ROADWAY IMPROVEMENTS SHALL INCLUDE THE FOLLOWING: 1) CONSTRUCTION OF THE COLLECTOR "D" ROADWAY AS DEPICTED WHICH SHALL BE LOCATED IN AN 60 FOOT WIDE RIGHT-OF-WAY DEDICATED TO THE CITY, AND WHICH SHALL INCLUDE THE CONSTRUCTION OF A 31 FOOT WIDE (B -B) CONCRETE STREET, STREET PAVEMENT ROW LENGTH COLLECTOR D 1 @ 31' B -B 60' 890 LF EXHIBIT D4 - COLLECTOR "D" ROADWAY IMPROVEMENTS hill PELOTON VILLAGES OF I� LAND SOLUTIONS 0 800 1600 103t6wnsw,euwnmSre4001FRISCO.n7503Su69,213 wa HURRICANE CREEK GRAPHIC SCALE IN FEET Exhibit E HOME BUYER DISCLOSURE PROGRAM The Administrator (as defined in the Service and Assessment Plan) shall facilitate notice to prospective homebuyers in accordance the following notices. Administrator shall monitor the enforcement of the following minimum requirements: 1. Record notice of the special assessment district in the appropriate land records for the property. 2. Require builders to include notice of the special assessment district in addendum to contract on brightly colored paper. 3. Collect a copy of the addendum signed by each buyer from builders and provide to the City. 4. Require signage indicating that the property for sale is located in a special assessment district and require that such signage be located in conspicuous places in all model homes. 5. Prepare and provide to builders an overview of the District for those builders to include in each sales packets. 6. Notify builders who estimate monthly ownership costs of the requirement that they must include special taxes in estimated property taxes. 7. Notify Settlement Companies through the builders that they are required to include special taxes on HUD I forms and include in total estimated taxes for the purpose of setting up tax escrows. 8. Include notice of the special assessment district in the homeowner association documents in conspicuous bold font. 9. The City will include announcements of the special assessment district on the City's web site and community channel. 10. The disclosure program shall be monitored by the Developer and Administrator. Exhibit F LANDOWNER AGREEMENT LANDOWNER AGREEMENT This LANDOWNER AGREEMENT , among the City of Anna, the State of Texas (the "State"), and "Landowner"). (the "A re_g_ ement"), is entered into as of Texas (the "City"), a home -rule municipality of , a Texas (the RECITALS: WHEREAS, Landowner owns the Assessed Parcels described by a metes and bounds description attached as Exhibit A to this Agreement and which is incorporated herein for all purposes, comprising all of the non-exempt, privately -owned land described in Exhibit A (the "Landowner Parcel") which is coterminous with the Villages of Hurricane Creek Public Improvement District (the "District") in the City; and WHEREAS, the City Council has adopted an assessment ordinance for the Authorized Improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as an exhibit to the Assessment Ordinance (the "Service and Assessment Plan") and which is incorporated herein for all purposes, and has levied an assessment on each Assessed Parcel in the District (as identified in the Service and Assessment Plan) that will be pledged as the security for the payment of bonds or other obligations (the "Bonds") to be issued for the purpose of paying the costs of constructing the Authorized Improvements that will benefit the Assessed Property (as defined in the Service and Assessment Plan); and WHEREAS, the Covenants, Conditions and Restrictions attached to this Agreement as Exhibit C and which are incorporated herein for all purposes, include the statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended (the "PID Act"), to the purchaser. NOW, THEREFORE, for and in consideration of the mutual promises, covenants, obligations and benefits hereinafter set forth, the City and the Landowner hereby contract, covenant and agree as follows: DEFINITIONS; APPROVAL OF AGREEMENTS Definitions. Capitalized terms used but not defined herein (including each exhibit hereto) shall have the meanings ascribed to them in the Service and Assessment Plan. Affirmation of Recitals. The findings set forth in the Recitals of this Agreement are hereby incorporated as the official findings of the City Council. I. AGREEMENTS OF LANDOWNER A. Affirmation and Acceptance of Agreements and Findings of Benefit. Landowner hereby ratifies, confirms, accepts, agrees to, and approves: (i) the creation and boundaries of the District, and the boundaries of the Landowner's Parcel which are coterminous with the District, all as shown on Exhibit A. and the location and development of the Authorized Improvements on the Landowner Parcel and on the property within the District; (ii) the determinations and findings as to the benefits by the City Council in the Service and Assessment Plan and the Assessment Ordinance; (iii) the Assessment Ordinance and the Service and Assessment Plan. B. Acceptance and Approval of Assessments and Lien on Property. Landowner consents to, agrees to, acknowledges and accepts the following: (i) each Assessment levied on the Landowner's Parcel within the District, as shown on the assessment roll attached as Appendix `to the Service and Assessment Plan (the "Assessment Roll"); (ii) the Authorized Improvements specially benefit the District, and the Landowner's Parcel, in an amount in excess of the Assessment levied on the Landowner's Parcel within the District, as such Assessment is shown on the Assessment Roll; (iii) each Assessment is final, conclusive and binding upon Landowner and any subsequent owner of the Landowner's Parcel, regardless of whether such landowner may be required to prepay a portion of, or the entirety of such Assessment upon the occurrence of a mandatory prepayment event as provided in the Service and Assessment Plan; (iv) the obligation to pay the Assessment levied on the Landowner's Parcel owned by it when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance; (v) each Assessment or reassessment, with interest, the expense of collection, and reasonable attorney's fees, if incurred, is a first and prior lien against the Landowner's Parcel, superior to all other liens and monetary claims except liens or monetary claims for state, county, school district, or municipal ad valorem taxes, and is a personal liability of and charge against the owner of the Landowner's Parcel regardless of whether such owner is named; (vi) the Assessment lien on the Landowner's Parcel is a lien and covenant that runs with the land and is effective from the date of the Assessment Ordinance and continues until the Assessment is paid and may be enforced by the governing body of the City in the same manner that an ad valorem tax lien against real property may be enforced by the City; (vii) delinquent installments of the Assessment shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act; (viii) the owner of an Landowner's Parcel may pay at any time the entire Assessment, with interest that has accrued on the Assessment, on any parcel in the Landowner's Parcel; (ix) the Annual Installments of the Assessments (as defined in the Service and Assessment Plan and Assessment Roll) may be adjusted, decreased and extended; and, the assessed parties shall be obligated to pay their respective revised amounts of the annual installments, when due, and without the necessity of further action, assessments or reassessments by the City, the same as though they were expressly set forth herein; and (x) Landowner has received, or hereby waives, all notices required to be provided to it under State law, including the PID Act, prior to the Effective Date (defined herein). C. Mandatory Prepgyment of Assessments. Landowner agrees and acknowledges that Landowner may have an obligation to prepay an Assessment upon the occurrence of a mandatory prepayment event, as provided in the Service and Assessment Plan. D. Notice of Assessments. Landowner further agrees as follows: (i) the Covenants, Conditions and Restrictions attached hereto as Exhibit C shall be terms, conditions and provisions running with the Landowner's Parcel and shall be recorded (the contents of which shall be consistent with the Assessment Ordinance and the Service and Assessment Plan as reasonably determined by the City), in the records of the County Clerk of Collin County, as a lien and encumbrance against such Landowner's Parcel, and Landowner hereby authorizes the City to so record such documents against the Landowner's Parcel owned by Landowner; (ii) reference to the Covenants, Conditions and Restrictions attached hereto as Exhibit C shall be included on all recordable subdivision plats and such plats shall be recorded in the real property records of Collin County, Texas; (iii) in the event of any subdivision, sale, transfer or other conveyance by the Landowner of the right, title or interest of the Landowner in the Landowner's Parcel or any part thereof, the Landowner's Parcel, or any such part thereof, shall continue to be bound by all of the terms, conditions and provisions of such Covenants, Conditions and Restrictions and any purchaser, transferee or other subsequent owner shall take such Landowner's Parcel subject to all of the terms, conditions and provisions of such Covenants, Conditions and Restrictions; and (iv) Landowner shall comply with, and shall contractually obligate (and promptly provide written evidence of such contractual provisions to the City) any party who purchases any Landowner's Parcel owned by Landowner, or any portion thereof, for the purpose of constructing residential properties that are eligible for "homestead" designations under State law, to comply with, the Homebuyer Education Program described on Exhibit D to this Agreement. Such compliance obligation shall terminate as to each Lot (as defined in the Service and Assessment Plan) if, and when, (i) a final certificate of occupancy for a residential unit on such Lot is issued by the City, and (ii) there is a sale of a Lot to an individual homebuyer, it being the intent of the undersigned that the Homebuyer Education Program shall apply only to a commercial builder who is in the business of constructing and/or selling residences to individual home buyers (a "Builder") but not to subsequent sales of such residence and Lot by an individual home buyer after the initial sale by a Builder. Notwithstanding the provisions of this Section, upon the Landowner's request and the City's consent, in the City's sole and absolute discretion, the Covenants, Conditions and Restrictions may be included with other written restrictions running with the land on property within the District, provided they contain all the material provisions and provide the same material notice to prospective property owners as does the document attached as Exhibit C. II. OWNERSHIP AND CONSTRUCTION OF AUTHORIZED IMPROVEMENTS A. Ownership and Transfer of Authorized Improvements. Landowner acknowledges that all of the Authorized Improvements and the land (or easements, as applicable) needed therefor shall be owned by the City as constructed and/or conveyed to the City and Landowner will execute such conveyances and/or dedications of public rights of way and easements as may be reasonably required to evidence such ownership, as generally described on the current plats of the property within the District. B. Grant of Easement and License Construction of Authorized Im rovements. (i) Any subsequent owner of the Landowner's Parcel shall, upon the request of the City or Developer, grant and convey to the City or Developer and its contractors, materialmen and workmen a temporary license and/or easement, as appropriate, to construct the Authorized Improvements on the property within the District, to stage on the property within the District construction trailers, building materials and equipment to be used in connection with such construction of the Authorized Improvements and for passage and use over and across parts of the property within the District as shall be reasonably necessary during the construction of the Authorized Improvements. Any subsequent owner of the Landowner's Parcel may require that each contractor constructing the Authorized Improvements cause such owner of the Landowner's Parcel to be indemnified and/or named as an additional insured under liability insurance reasonably acceptable to such owner of the Landowner's Parcel. The right to use and enjoy any easement and license provided above shall continue until the construction of the Authorized Improvements is complete; provided, however, any such license or easement shall automatically terminate upon the recording of the final plat for the Landowner's Parcel in the real property records of Collin County, Texas. (ii) Landowner hereby agrees that any right or condition imposed by the Improvement Agreement, or other agreement, with respect to the Assessment has been satisfied, and that Landowner shall not have any rights or remedies against the City under the Improvement Agreement, or under any law or principles of equity concerning the Assessments, with respect to the formation of the District, approval of the Service and Assessment Plan and the City's levy and collection of the Assessments. III. COVENANTS AND WARRANTIES; MISCELLANEOUS A. Special Covenants and Warranties of Landowner. Landowner represents and warrants to the City as follows: (i) Landowner is duly organized, validly existing and, as applicable, in good standing under the laws of the state of its organization and has the full right, power and authority to enter into this Agreement, and to perform all the obligations required to be performed by Landowner hereunder. (ii) This Agreement has been duly and validly executed and delivered by, and on behalf of, Landowner and, assuming the due authorization, execution and delivery thereof by and on behalf of the City and the Landowner, constitutes a valid, binding and enforceable obligation of such party enforceable in accordance with its terms. This representation and warranty is qualified to the extent the enforceability of this Agreement may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws of general application affecting the rights of creditors in general. (iii) Neither the execution and delivery hereof, nor the taking of any actions contemplated hereby, will conflict with or result in a breach of any of the provisions of, or constitute a default, event of default or event creating a right of acceleration, termination or cancellation of any obligation under, any instrument, note, mortgage, contract, judgment, order, award, decree or other agreement or restriction to which Landowner is a party, or by which Landowner or Landowner's Parcel is otherwise bound. (iv) Landowner is, subject to all matters of record in the Collin County, Texas Real Property Records, the sole owner of the Landowner's Parcel. (v) The Landowner's Parcel owned by Landowner is not subject to, or encumbered by, any covenant, lien, encumbrance or agreement which would prohibit (i) the creation of the District, (ii) the levy of the Assessments, or (iii) the construction of the Authorized Improvements on those portions of the property within the District which are to be owned by the City, as generally described on the current plats of the property within the District (or, if subject to any such prohibition, the approval or consent of all necessary parties thereto has been obtained). (vi) Landowner covenants and agrees to execute any and all documents necessary, appropriate or incidental to the purposes of this Agreement, as long as such documents are consistent with this Agreement and do not create additional liability of any type to, or reduce the rights of, such Landowner by virtue of execution thereof. B. Waiver of Claims Concerning Authorized Improvements. The Landowner, with full knowledge of the provisions, and the rights thereof pursuant to such provisions, of applicable law, waives any claims against the City and its successors, assigns and agents, pertaining to the installation of the Authorized Improvements. C. Notices. Any notice or other communication to be given to the City or Landowner under this Agreement shall be given by delivering the same in writing to: To the City: Attn: City Manager City of Anna, Texas 1 I1 N. Powell Parkway Anna, Texas 75409 With a copy to: Wolfe, Tidwell & McCoy, LLP Attn: Clark McCoy 2591 Dallas Parkway, Suite 300 Frisco, Texas 75034 And to: Attn: Bond Counsel McCall, Parkhurst & Horton, LLP 717 North Harwood, Suite 900 Dallas, TK 75201 To the Developer: CADG Hurricane Creek, LLC 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 With a copy to: Attn: Robert Miklos Miklos Cinclair, PLLC 1800 Valley View Lane, Suite 360 Farmers Branch, Texas 75234 Any notice sent under this Agreement (except as otherwise expressly required) shall be written and mailed, or sent by electronic or facsimile transmission confirmed by mailing written confirmation at substantially the same time as such electronic or facsimile transmission, or personally delivered to an officer of the recipient as the address set forth herein. Each recipient may change its address by written notice in accordance with this Section. Any communication addressed and mailed in accordance with this provision shall be deemed to be given when so mailed, any notice so sent by electronic or facsimile 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, or actually received by, the addressee. D. Parties in Interest. This Agreement is made solely for the benefit of the City and the Landowner and is not assignable, except, in the case of Landowner, in connection with the sale or disposition of all or substantially all of the parcels which constitute the Landowner's Parcel. However, the parties expressly agree and acknowledge that the City, the Landowner, each current owner of any parcel which constitutes the Landowner's Parcel, and the holders of bonds issued by the City to finance the costs of the Authorized Improvements and which are secured by a pledge of the Assessments or any part thereof, are express beneficiaries of this Agreement and shall be entitled to pursue any and all remedies at law or in equity to enforce the obligations of the parties hereto. This Agreement shall be recorded in the real property records of Collin County, Texas. E. Amendments. This Agreement may be amended only by written instrument executed by the City and the Landowner. No termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the then -current owners of the property within the District and recorded in the Real Property Records of Collin County, Texas. F. Effective Date. This Agreement shall become and be effective (the "Effective Date") upon the date of final execution by the latter of the City and the Landowner and shall be valid and enforceable on said date and thereafter. G. Estoppels. Within 14 days after written request from a party hereto, the other party shalt provide a written certification, indicating whether this Agreement remains in effect as to the Landowner's Parcel, and whether any party is then in default hereunder. H. Termination. This Agreement shall terminate and be of no further force and effect as to the Landowner's Parcel upon payment in full of the Assessment(s) against such Landowner's Parcel. [Signature pages to follow] [Signature Page Landowner Agreement] EXECUTED by the City and Landowner on the respective dates stated below. Date: STATE OF TEXAS COUNTY OF CITY OF ANNA, TEXAS By: City Manager LANDOWNER a Texas By: its manager This instrument was acknowledged before me on the _ day of , 2015, by in his capacity as Manager of > known to be the person whose name is subscribed to the foregoing instrument, and that he executed the same on behalf of and as the act of Manager of Notary Public, State of Texas My Commission Expires: LANDOWNER AGREEMENT - EXHIBIT A METES AND BOUNDS DESCRIPTION OF LANDOWNER'S PARCEL LANDOWNER AGREEMENT - EXHIBIT B SERVICE AND ASSESSMENT PLAN LANDOWNER AGREEMENT - EXHIBIT C DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS This DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (as it may be amended from time to time, this "Declaration") is made as of by a Texas (the "Landowner"). RECITALS: A. The Landowner holds record title to that portion of the real property located in Collin County, Texas, which is described in the attached Exhibit A (the "Landowner's Parcel"). B. The City Council of the City of Anna (the "City Council") upon a petition requesting the establishment of a public improvement district covering the property within the District to be known as the Villages of Hurricane Creek Public Improvement District (the "District") by the then current owners of 100% of the appraised value of the taxable real property and 100% of the area of all taxable real property within the area requested to be included in the District created such District, in accordance with the Public Improvement District Assessment Act, Chapter 372, Texas Local Government Code, as amended (the "PID Act"). C. The City Council has adopted an assessment ordinance to levy assessments for certain public improvements (including all exhibits and attachments thereto, the "Assessment Ordinance") and the Service and Assessment Plan included as an exhibit to the Assessment Ordinance (as amended from time to time, the "Service and Assessment Plan"), and has levied the assessments (as amended from time to time, the "Assessments") on property in the District. D. The statutory notification required by Texas Property Code, Section 5.014, as amended, to be provided by the seller of residential property that is located in a public improvement district established under Chapter 372 of the Texas Local Government Code, as amended, to the purchaser, is incorporated into these Covenants, Conditions and Restrictions. DECLARATIONS: NOW, THEREFORE, the Landowner hereby declares that the Landowner's Parcel is and shall be subject to, and hereby imposes on the Landowner's Parcel, the following covenants, conditions and restrictions: 1. Acceptance and Approval of Assessments and Lien on Property: (a) Landowner accepts each Assessment levied on the Landowner's Parcel owned by such Landowner. (b) The Assessment (including any reassessment, the expense of collection, and reasonable attorney's fees, if incurred) is (a) a first and prior lien (the "Assessment Lien") against the property assessed, superior to all other liens or claims except for liens or claims for state, county, school district or municipality ad valorem property taxes whether now or hereafter payable, and (b) a personal liability of and charge against the owners of the property to the extent of their ownership regardless of whether the owners are named. The Assessment Lien is effective from the date of the Assessment Ordinance until the Assessments are paid and may be enforced by the City in the same manner as an ad valorem property tax levied against real property that may be enforced by the City. The owner of any assessed property may pay, at any time, the entire Assessment levied against any such property. Foreclosure of an ad valorem property tax lien on property within the District will not extinguish the Assessment or any unpaid but not yet due annual installments of the Assessment, and will not accelerate the due date for any unpaid and not yet due annual installments of the Assessment. It is the clear intention of all parties to these Declarations of Covenants, Conditions and Restrictions, that the Assessments, including any annual installments of the Assessments (as such annual installments may be adjusted, decreased or extended), are covenants that run with the Landowner's Parcel and specifically binds the Landowner, its successors and assigns. In the event of delinquency in the payment of any annual installment of the Assessment, the City is empowered to order institution of an action in district court to foreclose the related Assessment Lien, to enforce personal liability against the owner of the real property for the Assessment, or both. In such action the real property subject to the delinquent Assessment may be sold at judicial foreclosure sale for the amount of such delinquent property taxes and Assessment, plus penalties, interest and costs of collection. 2. Landowner or any subsequent owner of the Landowner's Parcel waives: (a) any and all defects, irregularities, illegalities or deficiencies in the proceedings establishing the District and levying and collecting the Assessments or the annual installments of the Assessments; (b) any and all notices and time periods provided by the PID Act including, but not limited to, notice of the establishment of the District and notice of public hearings regarding the levy of Assessments by the City Council concerning the Assessments; (c) any and all defects, irregularities, illegalities or deficiencies in, or in the adoption of, the Assessment Ordinance by the City Council; (d) any and all actions and defenses against the adoption or amendment of the Service and Assessment Plan, the City's finding of a `special benefit' pursuant to the PID Act and the Service and Assessment Plan, and the levy of the Assessments; and (e) any right to object to the legality of any of the Assessments or the Service and Assessment Plan or to any of the previous proceedings connected therewith which occurred prior to, or upon, the City Council's levy of the Assessments. 3. Amendments: This Declaration may be terminated or amended only by a document duly executed and acknowledged by the then -current owner(s) of the Landowner's Parcel and the City. No such termination or amendment shall be effective until a written instrument setting forth the terms thereof has been executed by the parties by whom approval is required as set forth above and recorded in the real Property Records of Collin County, Texas. 4. Third Party Beneficiary: The City is a third party beneficiary to this Declaration and may enforce the terms hereof. 5. Notice to Subsequent Purchasers: Upon the sale of a dwelling unit within the District, the purchaser of such property shall be provided a written notice that reads substantially similar to the following: TEXAS PROPERTY CODE SECTION 5.014 NOTICE OF OBLIGATION TO PAY PUBLIC IMPROVEMENT DISTRICT ASSESSMENT TO THE CITY OF ANNA, COLLIN COUNTY, TEXAS CONCERNING THE PROPERTY AT [Street Address] As the purchaser of this parcel of real property, you are obligated to pay an assessment to the City of Anna, Texas, for improvement projects undertaken by a public improvement district under Chapter 372 of the Texas Local Government Code, as amended. The assessment may be due in periodic installments. The amount of the assessment against your property may be paid in full at any time together with interest to the date of payment, if you do not pay the assessment in full, it will be due and payable in annual installments (including interest and collection costs). More information concerning the amount of the assessment and the due dates of that assessment may be obtained from the City of Anna, 111 N. Powell Parkway, Anna, Texas 75409 Your failure to pay the assessment or the annual installments could result in a lien and in the foreclosure of your property. Signature of Purchaser(s) Date: The seller shall deliver this notice to the purchaser before the effective date of an executory contract binding the purchaser to purchase the property. The notice may be given separately, as part of the contract during negotiations, or as part of any other notice the seller delivers to the purchaser. if the notice is included as part of the executory contract or another notice, the title of the notice prescribed by this section, the references to the street address and date in the notice, and the purchaser's signature on the notice may be omitted. EXECUTED by the undersigned on the date set forth below to be effective as of the date first above written. LANDOWNER a Texas , M its manager STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the _ day of , 20, by in his capacity as Manager of , known to be the person whose name is subscribed to the foregoing instrument, and that he executed the salve on behalf of and as the act of Manager of Notary Public, State of Texas My Commission Expires: LANDOWNER AGREEMENT - EXHIBIT D HOMEBUYER EDUCATION PROGRAM As used in this Exhibit D, the recorded Notice of the Authorization and Establishment of the Villages of Hurricane Creek Public Improvement District and the Covenants, Conditions and Restrictions in Exhibit C of this Agreement are referred to as the "Recorded Notices." I. Any Landowner who is a Builder shall attach the Recorded Notices and the final Assessment Roll for such Assessed Parcel (or if the Assessment Roll is not available for such Assessed Parcel, then a schedule showing the maximum 30 year payment for such Assessed Parcel) as an addendum to any residential homebuyer's contract. 2. Any Landowner who is a Builder shall provide evidence of compliance with I above, signed by such residential homebuyer, to the City. 3. Any Landowner who is a Builder shall prominently display signage in its model homes, if any, substantially in the form of the Recorded Notices. 4. If prepared and provided by the City, any Landowner who is a Builder shall distribute informational brochures about the existence and effect of the District in prospective homebuyer sales packets. S. Any Landowner who is a Builder shall include Assessments in estimated property taxes, if such Builder estimates monthly ownership costs for prospective homebuyers. Exhibit G NEIGHBORHOOD TRAILS PLAN THS NEIGHBORHOOD TRAILS SHALL INCLUDE AN 8 FOOT WIDE CONCRETE HIKE AND BIKE TRAIL ALONG THE APPROXIMATE ROUTE DEPICTED. THE FINAL LOCATION AND ALIGNMENT OF THE NEIGHBORHOOD TRAILS SHALL BE SUBJECT TO APPROVAL BY THE CITY, THE DESIGN AND CONSTRUCTION OF THE NEIGHBORHOOD TRAILS SHALL CONFORM TO THE MOST CURRENT CITY REGULATIONS. F C'UftE� PHASE 1 TRAIL PHASE 2 TRAIL PHASE 3 TRAIL PHASE 4 TRAIL li P E LOTO N 'I LANb SOLUTIONS 1 W]$ JOHN ri, ELUOR M ZTE..001 FMI.. i%7.5 .11.1111. l lC' fit' I' Hii - 1' L- -IF -1 _ l -I F--, -t -� 8' CONC TRAIL EXHIBIT G - NEIGHBORHOOD TRAILS PLAN VILLAGES OF HURRICANE GREEK 10 8' CONC TRAIL EXHIBIT G - NEIGHBORHOOD TRAILS PLAN VILLAGES OF HURRICANE GREEK Exhibit G-1 PUBLIC ACCESS TRAILS PLAN THE FINAL LOCATION AND ALIGNMENT OF THE NEIGHBORHOOD TRAILS SHALL BE SUBJECT TO APPROVAL BY THE CITY. THE DESIGN AND CONSTRUCTION OF THE NEIGHBORHOOD TRAILS SHALL CONFORM TO THE MOST CURRENT CITY REGULATIONS. IL FUTURE PARK • -� l•—COL'S. til0il�_ - � _ _ \C, ,Q JI ` A °`' . - J L. FUTURE W CONC TRAIL EXHIBIT Gl - PUBLIC TRAILS PLAN ij PELOTON VILLAGES OF `^Ns Sa`"Tto"s HURRICANE CREEK soe'rs.ww+w,swon on sT¢. uat awsto, tx rwrit �sgzisteco Exhibit H-1 OVERSIZED AND OFFSITE SANITARY SEWER FACILITIES THE FINAL LOCATION AND ALIGNMENT OF THE OVERSIZED SANITARY SEWER FACILITIES SHALL BE SUBJECT TO APPROVAL BY THE CITY. THE DESIGN AND CONSTRUCTION OF THE OVERSIZED SANITARY SEWER FACILITIES SHALL CONFORM TO THE MOST CURRENT CITY REGULATIONS. li'I P E LOTO N 1111 LANP SOLUTION3 10515 JOHN wI fuo" 0"m 001sR16CO3�Jc160131�6Ftt11to0 EXHIBIT H-1 - OVERSIZED AND OFFSITE SANITARY SEWER FACILITIES VILLAGES O F a 800 1800 HURRICANECREEK GRAPHIC SCALE IN FEET Exhibit H-2 [INTENTIONALLY OMITTED] Exhibit H-3 HURRICANE CREEK REGIONAL TRUNK SEWER IMPROVEMENTS Exhibit I PHASE I DEVELOPMENT PLAN P E LOTO N LAND SOLUTIONS 108:3 )WW.EtU0n0R SMA00(FR=, U7$031 14WZtMl00 EXHIBIT I - PHASE 1 DEVELOPMENT PLAN VILLAGES OF HURRICANE CREEK (o 0 800 1600 GRAPHIC SCALE IN FEET Exhibit 3 [INTENTIONALLY OMITTED] Exhibit K PREVIOUS FACILITIES AGREEMENT t'[:JMit,s:� LMt'fG. ANNA 376 FACi1',iTRA AGREEMENT MIS FACILITIES AGREEMENT (tis "Aag=j 'j is entered itttc� as of the Bf1'eative Bate (he aflex de&ed) by snd between the CITY' Op ,tl,NNA' TRUS„ a municipal corparadon, existing twder the Iaws of the State: Of Texas (the ", it % and VILLAO)38 OF HMICANE CREEK, X.,,P., a Texas Jl cited pKInership, ax&ur 4, assigns (erxffectively, `T?eyeisa� RECITALS., .A. )Devafzrper desires to develop two treats of lmttt loeatesi wiihin, the City std consiacing of "Pproxmmately 376 aores cominonly knojn as the 33radiey Weaver tracts (ct>licetivr y+, tlta '4p�"y'"), whiOb trficts are illustrated on Exhilai A. The Propoa)os eastern tract, comntoniy known as the Bradley tract, colmista of 114 acres described bar mows and �uunds on ' i 13. The Prmpea�fy's ' Veatem tract, ICOM uo by known as the Weaver tract, ucvn i%s of 262 cores desodbed by►metes aqd bounds on Ex i it C. Developer oWn,,1 the ptopWy. B. Developer desires tQ develop the Property to inclose an e$6mated 1,027 si4e~fkinj y bats acid six acees ofxtietail de'vejopm=t (collectively, fhe ,, C. On duly 8, 2003, the City appxoved a preliminary plat of the Weaver traot (the " eavar ?'tO-D", #tar„y*B-1ia "), 4n Febattary 11, 2003, the City appxavcd V. preliminary plat of, the $.troley tract (tine "Brad(�PIAW tary Sat" and together with the WvAVer px4iminary plat, fl1e: :`�ivary lel s' . The Preliminary Plata, as extendod by the City on January 20, 200. Pur$=W to Seetinn 4.3 Of tlae QV's subdivision ordimce, exPife January 20, 2005. The P=limi1ry Plata indude developmetzt rights that W consistcutt with thex p opo&ed Development, D. Developnient **the Xtroperty requires the construction afwater, sanitary server, anti road ltnprovenicAts slOWR On RdulLP anti described as follows (collectively. the " � ,i�.iprov cuts'1- {i) a storage tank and a$906iated �atex lines the "'_.'irate' (li) lift stations, force .mains Aad ( 'u}rq� graVaty lint {t; `�'astewa#er iXn ro-�.y��'); (iii) a 3i! ftrot Wide right-of-way for a north gag -west ottriuection fmd a south east -west aomAtudon to be ,constructed as 25 foot edge -t` -edge 00060M (0012eadvely, the "C`pnrtecior Road -0 and a Hutdcane Creek conacodon, extePding from )FU 455 north 770 linear fee[ (collectively, the ('*'Wectstr .Roads V: d the Hurricae Creek connec.-tion am the attd (iv) atzy Oft -site wastcwator matin nt plant construction anVor expansion required to sem the Do;TelOpment, including, but not hulitW to a Huxr7aauc L'Mmk or �» st Pork p�ertte"t or paakage^piant ,vastevafior treaimertt facility {a ' vct vt a _i*aa'"). 1# is e twsly understood and agreed *at the TegX `0,M mt for a 30 -font xjot-of-way for �asttttetitra�f the Ctaractector toads is the width Of right-of-way aurretatty roquired foT the Development and 1rlattinE of the V"eIOPment, but that should any additional developmedt of the property otOux (including but mutt limited to cawA mscW d.6yelopment) --- which z,0quixes that pltctCirag (selaat�te and apart &tam the platc+atg fbr a I36velopment) be submitted for Rte, City's rtpproval — the T'gbt-*f way a*Ad c0nstruoti0A xequiremeato for the Connector Roads under t'bis Agreement shall yield to arty atfditiopal requirements (including but not limited to any applicable retluirem nts, xcgutations nor ordinances t2 at aro in, effect at the tittle that a ptvposed prelitu nary plat tzar such additional denrafcaprxzezat is sttbtititteti for appro�vaf by tate City) that may require, oxpaxtsitm of the Oaa�iG9dtaua �:76s9rao�s light -of -way, additio=t construction (including but not limited %Y tread-widorihg, sm aoit�g a C1 edge regvimments) in connection with tiro Co»tledor Roads, or bo& L. The City tlesixss to razlstt'uet the public improvements_ if the City is unable to completO t3esigtz attd Gorrsirtncf�on of the 1't'blic Xt PM'VCments OU a schedule cortaistent with the l7evelopruent schsdtries I3eveioper is tvillirtg to Catnge srzclt i'zzbliC Itxavernents to be eonstntcted futon the c.Ottdition that ah costs in exoess of.l�Mvjcnper`s ploflortionattr share }said ox snourred ley DevOlVar and other for such Public Sraprovements aro rcimisuraed from fees or nrtdits for fees} and tarts paid to the City in rD meetion V&h ills development of prespc- benaf ed by such Public Ynzprovempnis, in accordance With the trams of WS .Agmemeor rty F. The Property does rant include axy =jor thorougblates or arterials shoft air the City's Thorott are Plait; th"Dre, flevelaper is nett roquired to design of construct any thorn-oghfam or arterials vtidlin the property. G- Developisr and the City desire to set forth, theix roepecntiva obligations �rii% raspeai to tlevobligatio p lithe Pxal►erty and design grid coilstttzCtiatl of the Public Xmprovemeats, including the obligation o. Aeveio�er to NY Catlin *ts for the Developmeut's proportionate shm of tlxe Public kupra'V=ft'ts and the right of Developer and€ others to be reimbursed for cosfs of providing the Public ImprovMCATs, Zl. Devefoper aeknowltd$es that its obligations trbder ibis ,A,gtseattzent, including but not limited to file Payment or fees azld the dewcation of propartY, ,are not exactions or Concessions ('.Marden by tho City but rather M volunteered. by Developer- actM collsisteticy, quality, �-' and adequato Infrastmo#ttte for the DOVCIo men#. i�eve obtigatlorts zzndc r this P lope also aGk�oo�,vtedges that its share of rile Public Agreement, with the "Ceptioin of oWigations beyozxd ire lsraparhioitate Srrtpmo��emetita, rtre for the bcrtefi# of the Property. Devetoper turttzer acknowledges iktat all DOMOPMennt Feng paid, dodicati o ns matte or Costs inmwed 6Y it i r Cozut�eotian aritkn this A ,reerrlent (with the 00606'k Of obligations beyond its prtspordonate sham of the :pub"c JEznpxvv0nents} am r0u8MY pro Mtianaal bath in nature and extent to the pwjected impact Ofthe Developmo nt. M NOW, 'I'I3ERI71701, int considatation of the prMises astd the rntntm, ccsveslatlta contained ie1 this ,Agreern m, rho City and De'Veloper agree as follows: Y. D.EiX,t?PMi3% �S. 'X'}tc City a -94e5 that the fallowing water fees, wastewater fees, road fees and park fm (coileotively, the `AV!d°gn �'� represent the Developmwes pm rata sham of the cost of the Public SrnPmvemealts. Developer ar s to pry to the t:, t the l�eveltsp�ue'nt Fops m ittstnre that the, Public, pry treinezlts ares oausttretCted and available to terns the Devdopramt. (a) 'gate :M- The `INVOt9trcr�" for the Developzs at shall ire Axed at $ 1,000 per M'Sidential lot and the par Meterfee described on the a€tat 'led Ex_�' E ,per iron xesideritial lot for the fWl build ort of all tots within the DMIOpme ni. Water Few will be psi in tine amou-un Of $$500pr�r r, iderntisl lot wl eu.the fir€tel plot for the Obdivision is recorded; $500 per resideantxal a OJ 366 P.00011166974.D t S lot lvhen ewb residential building permit is issbBd; and thO peoscnbed permetw £ee doscribed on the attae#red kftAIA Nvlze;tx each noir rosidontial building permit is issued, (b) lVpateuvator Fps. 'lett: " fast .RIM" for the Deverjopwem shall be fixed at $1,000 per residential lot and the meter fee: desmibcd an€ the attached 90—i_b—JU per nonm Usidezitial lot fOr the full build taut ofail lots ^within the Nvelopmebr. W;pstewater Fees will be paid in the amount of $SOO M residential lot when tine f�zxal pini for the sirbdsvisior is e$r wal b $5tJJff per residential lot vvben each resltlektial izpilding permit is issaed; rad the prescribed per meter s sisscnbed On tlza atfacl3ed Exhibzt jB wlren each noo-reaideaIt3al buildjug pentit is issced. (4) rad ,pea, The " oad Fees" fbr tlto Develolsrnent shall be fixed at $62S per lx for the full build oett of dots within 1be Development. Road lees will Im paid in the amount of 862S per lot when eaoh residential buildittgpermit is issimd, (d) L'a s, No park fees Ehall be due acrd payy4ble in connection with the laevelapnzMt IU lieu, of park des, Developer shall dedicate parldand acwrdin,g w tits terns of 9990MI of this Aj 't ent. (e,) ESorr3w Accazrnt. All Development pees paid p+artusnt to rile forms of this AgZeemen#, shall be deposited into an escrow accouat (tbe "gvcrow Accaurtt,).TheUs w AoCorznt atzail be establisltecl by the ENty And shall bo usod unly to pay s>osta Moai22ed with ri?za-of-way and easement acquisitions anst desigr], corzstructioxa, and inspection sof the l'airlic .lrrpro'V4e tents, including izzterest and fihanelal adminiotratioza oosts incorrect as aTos& of loans ' resluized to ztuYd the Public mpresiYezn ts. IJpcstz written r4luest of Developer, the city shad submit to Developer an accoungng Oz all fiords paid fr= tits .IrSM)w Account, itzclud ng copies of invoices paid and cl wft issued in payment of such ir£voiices. ( F —I etioi s. The obligatioA ofDe*reloprr to pay the Developmen, fees as reeluired by this Agreement shall constitute the sole and oxaluslve ObliZadoLL of Develapex math respect to payment of the ousts and expenses related to the desiga aad coustru66,D t ofthe public buprovemdnts. 'Ilse Citsy has the obligation to pay the amotmt by which the actetaI costs andexpenses its desigtl and co') the T"ablic fmproYe»tents MOOds tho I�eveioptuent F am The City agre's that inion payment of the Development I'm, Delvaloper shy have 310 ktther -Obligations %vltb respect to the costs of expenses of the isublk Tiztprovem ,and that the (lily shall not condition the issuance of say devel*pment perwits upon the payment by Daveioper of any additional ainount& The ChY furiher Wees, that to the extent impact fts axarty tztlter fear of s;api l reeoversr fees or Ctarges (apart from the lDevelopnimit Fee$) arc assesses# and oollCOtr.d against tto Development, rhe City shalt rebate to Developer such additional fees or charges. 2. HAIMER, (a) i] v bl; o, , Developer will be Mpowible, for all on-site traW intprovemants rNui red to serve the De'Velopmont. Developer will hsvo no additional szl?ligatjort8 wj, h respect to water imprbYen�ettts other thantho payment. oftete Nater I~eo desmibed above. 8i3C6 -0001 t-76074.05 Since Developer xs constructing aiE on-site water impv)Vemouts, the City will not charge water tap or impact fees associated with =11 water imprOVarnents, esccept those Water l'acs described try this ima OfiW11 Dtevelopft' shall Pay the City a water Meter installation ffs of MO per meter at the time ofissttawo of buildbV permit for fhe structure smell by such meter. the Citysl7a2i bo responsible fox water meter installation. If the City fails to install a water meter withitx 60 d'a frarn the d"a fife Meter baftflation ;fee is paid, Developer sball have the option of installing such meters and anooiatod appurtenanots, to be fitruishett by the City at cost plus 1U91o. N 9.i tom. 'rhe Citi' agret's to pravlela po(uirle waler to serve the DevelOPYnOnt in an amount, gUality, and quantity to rpest las Comnligsi4n ott fiNCty onwenta[ Quality ('TCEE") axu€ Texas Department t af h4umc§ standards. The City or water supplier to wbichthe City assigps the right to supply water will be responsibie for such water supply to the Development as lung as the property is within the city's certificate of convenience attd lrec"Sity service arm In addition, the City will be Mponsible for consttuctim of the Water Improvesneiats, The City shall be& design anti cottsttuctiozzoftiaeWAW 1MPr0vemezzta afkTDevelvperxcquests t}ze City to issue a building permit forthO 240th dtveiliug unit within the Development The City stili cvraaplete oonsttlletion of the Wstex h4Provements befbrt Develoj)e r requests the City to issue a cerffficattc of occupaxtoy for tine 400th dwelling unit vdtbiu the Development, 3. Al2Y SEAR. `'`-'� (tz) �3cvelrrnor �rlies ons. lOveloper will be responsible for all ort -site wastewater improy=U rcrluired to servo the D"0101=0nt (other than the Wastewater Improvements). Developer will Stave no adMional obligatlom with rnapect to wastewater improvemeats othvz' than tate payment of theW'astewater Fees described above- Since bove Since Developer is constmetIng at' cert -site wastewater isztprMntents (other than the Wastewater lmpro'ver IMU), the City will not charge sauitwy Solder tap or Wastewater impact fees, kept the Wasteivatot Pm dmcdbed an this Areemertt, tili er i_ xr�es. 'l be City sFxall allow T3e�telopEr to ufili�c fife nnolMdon selves lire arzd the existing ooruteation tttxder �,5. 7� {a , C metal lx.�(rressvray) &nna fire periy, tlzxough boot plaotted Ttut}ekmo�xc►tt tvzee lift stakiana, to fire Slater triek Wastewater `D enttettE ]?aeility {the " Waste�yaicr FactV„). Xn atiditExazt, iiia Cite will be responsible for nonsttu dns the FNat3te;vater 7zttprovements. 1'fae City s13aFi begrnt desi�a and cortstructidrt qi' the Y astax�atcr Iznprgvem is after DeyeFaper requests the City to issue a building permit for the 4,50tb dwelling unit within the Developmontw The City stta3l cam late oonstauctaon of the Wastewater kV roverrzents Before Developer requests the City to issue a "rafleate of ocettparzay for the 650th dwelling unit witWu the l?ro�zty, 013&%.a 0j11.740974.AiS ox) Mese ik of W ,nt_ T mMwt Gat?at i Tate city UVees #a coMMMI or cause to be constructed addifionat permanent wastawatm #reat€nent capacity (the in alae Existing Wast6water Facility, which Additional Capacity will be Adequate to serve 650 'Of the Proposed 1,027 single-family lots iztcluded ixx the be,velopinent. 'Elie Gil}+ received a disclEaige POradt front TC�Q dated February 25, 2003, lbat includes the Additional Capacity. The City represents Emd waxrants tbat fim6s i r tllg. cogatA1 otlou of the Additio,-al Capacity are currently available and brave been dedicated for such pmposm The, City bas awarded a contract fOr cttxtstMetion of the Additiotal Capacity, and expects consmic#ion of the Additional Capacity to btu oomplete no Iater that March 31, 2004_ fine Additiotml Capacity shatil be reamyed for $fe Development for a period ending 15 yeaxs after the effeoxivc date of this .Agreement. (iii) eiN A—mansign. The City agreas to tete actions ttemssatw to secure additional opacity to serve t}le remainder Or the bovelopment Once the Psxisting Wastptvatw Fac4lfrty reaches 600A of its pant tted capacity (as identified ju its February 2$, 2003, discharge pm -wit) or before Developer reclualu the City to issuo a cer ftaate of o4.' upatxcy for #ate 3001h dwelling tulit wiglin the DevelOpluent, Tho City may usa Development Fen deposited into the Escrow Account to pay all costs anti wg)enses .assoEriated with a New WastuWater Facility discharge permit rtpp1jeWorn. N the City fails to apply to TC P.Q for the necessgy capacity, Developer may, at its option, make application for a discharge per;WL If Developer applies for a discharge ,permit, the City shall not oppose .Developer's applicatim The City consents (and waives jll rights to abject) to laeveloper's discharge pexmit application. 4, APARS. (a) D Wr Ob iUgafingS. DeveIoper will be responsible for all on site road construction acquired by the krelimjnary Plats to serve lite Ltevclopntt nt (other t= the R*4d ImMvernenl$), including the 27-1oot edge -to - edge rolled glob sectioxxs required for local nkde7ntial streets and the 37�foot bank-to—back Tolled otub sections required for colledar stresets. Except as apeeiftoally ideWified fa this Agreement, Developer shall insure that all oa site r43ads am coAsttucted in accvxdMue hath City surds and regtttaiions, Developer vAll have no additional obligations �Vith respect to read improvements outer than those obligations referenced in this Section d and tate payment of the lLoad ]Fees described above. (b) Q" i atn�. The City shall hiclude the Road Improvelmnts ill the C`Itf8 norougttfaxe Plait and Capital 1~nzprovements Plan. The City -shalt not condition the issuance of a builftg pemtit, certificate Of ttccvpattasy Of any outer developritent permit on Developer's 003truction tsf the Connector Roads if Developer has, after using cornM0t rWjy reasonable of Qry s to secure the needed right�of-way, requested (hr. City to Erse its pt?wer of Mdemnation to obtain the r ight c►f way. d'•.3669(Rl 1060 4.06 ►MW 5, PION 'EN Sgt. Developer will dedicaw to the. (7,RV tb,at Portion of the Pimperty adj;ewot to and 1noluding the Iske rnaintairted bye Collin County Soil attd Water COUSematicm Oistrict #533 and koovcA as Site $5, East Pork Above l�von Watftibed, Site 45, JBPA.L that is-:Aftiu the floodplain (the t`.Parkleud")' apou the MUM= of the following events: (a) the City approve& Atte or more park improvement pians for the ParMend, iWlUdhn a detaalcd list orprt�ixasecl itnpmven3etrt&, �vhith shall include 4 to um of three saceer f'aids and four b0eball iiettis, and a acbedtde for to MAstructlon of such improvements; (b) the fifty applies :for and is awwded grant ftutds for tho Parklatad itrtprovements; acid (0) the MY requests Developer to donate tho Parkland as a c-oattibucion towards grant matobing finch. Developer will have no obligazioAs tirzth regeot to nfsite Open apacc UnWor parldaQtd improvements other than the 1?arklmd dedication(s) described in the immediately pre coding sgritenae. :Prior to dedicating the ft1daud to the City, Mveloper shall, (x.) at Developer's expense, complete a detailed. &Dd study; and (y) at tltc City's expense, comPle*, or cause to be completed a c+tz mt on,&e-grolmd survey (the " rvim'.,°) Of the Patklfid prepared by Doug Connelly & Associates. Upon delilrery of the SM vey ter the Citjr Bad Mveloper, the legal description set fm fi in the Survey shall be doeined to be tlto legal descriptiOn of the :Parkland =d this Agraement ahali airto atically be deemed amended by welt substitud n. Doveloper reserves fbr itself acid its sumessors and assigns ate right to use the :Parkland .for hugting and agdculturrci purposes Imtil mcb time as the City begins coxxsttuctloa Of the ftx land improveritanfis, In addition, UevelQper re�i^vee for itself and its successors and assigns a drainage easement over and across tho Parkland for the benefit of the DMIopntett, These reservations sball be coveMm ruxttting with the land and shall be included in the Parkland d &wtticxit instrument. (a)gign autd Core 'a>n. UDless oiheivise slreciffed fa this Agreement, tht City Shall design and 0onstMet all :Public irnprovementc eonsWout vet% the City's subdivision rcigstiations Aud generally accWted Ongxneer3ttgpractices, If tho City fails to design: end cwnstruet the Public ltnprovemonlf' on. a sehe 0k, cvnsistettt with the DevelopMont schedule, then (i) upcn Developer's Nro'iften notice thereof to tate City, tate City,s right to obts. o draws limn the gsorow Account shall cease and teminelte, Ci) tltc then remainffig futxds in the I~scroev .Accottrtt shall be Immediately rcturaed Sts I>oveioper (or the owner tivho paid the bads in questittxi into the l3scraw Accorarrt), and, (iii) )Daveloper Aall have the d8bt (in a dditiorr to its o*,e r Tufts fund rMt3dfes), but 'lot the obligation, to perm m the Chy's obligat}ons -that it has sc fAiled to perform on behalf of and for the account of the City: if Developer elects to pursue its selfvhelp remedy under ulatase (ill) of tlto'Mmed'ately preceding sentence, titch tho City sbaIl pay to Developer on dev"d all axrtotrnts cor mdod by Developer iu perfonning such obiigaeons on behalf of the City, together u4th intend thereon at the maximum tion-usttsious Mte pmbtitted by Vylicable law, from the time such amounts --re expended by Developer until Developer is reimbursed the mfor by the City, provided that (x) the city' has approved (Which Appraval shall riot be uMusonebIy withhold) khc contractor forthepx*Ct along with the pians and specificatiotas; null (Y ii required by state Iaw, .Developer ltfl,9 complied with the coiupetitiue scaled bidding procedure ofTeXas LOGQ fiuveMMeiit Code Chapter 252, 01360,Wl 1-146914.015 It is expressly understood and agree "'at the elty shalJ 11"0 no fight of, c It�I, s�perv�isi�n or direction over the design► or construcoon of any public Improveanent _ oam Dovstoper undertakes to destgn or 00nstsuct a Pubiic .huprovetncnt -- nor Io mean,,$ metlppds, se4 encas, procedures and techrzi tees wili2ecl to complete the publ io Impxovenxen�. 'Iizare sfaali he no joint Gan MI over any Publiu hnproverrtcrpt design or constAiction. Developer agrees to felly deiead, iriftmnafy and hold hampless the qty frmn any olaim, proaeoding, cause of action, judgment:, penalty or arty other cost or expense, including, but not limited ta, attorneys fees, arig9Wwiqing or evelop not of or assticiafied cs�itir all P'abiic h4mvenaents siesigwd or ct nstructed Dy Developer. (b) Cotrdep nation DVeloper agrees t* use t'easoptable efforts to t iitobtaalird- paright-of-way, if any, required far the pUblie Improvements at na tpnst to #ze in t the tiy Developer. WDeveloper is unable to abtatn. third party light -of -way ragWred fsrr the Cormootor .12024 the City agrees to secure such right ofway (subject to city council authorization) through the use of the City's poWsx of cnndetnr WoA. Developer $trail be responsible far all re ouable and direct iAstg and 6Xperes08 pant or incurred by the City in the exercise of its odea nation powers fbr the Cotuzector Roads and sitali escxow ,vith a third party the City's reasonable esti Sated casts and etcpewes as frrbtds ace needed by the Gats Out in no event later dzau tine date The City files a petltrou for oonderanation, wM the appropriate, (~ouaty Court at Law) itpcludittg, but tier limited to, all attorney feces i nctltred ley tine City in presecudng, mortitoyi ng or otherwise Isartic'*ng int the condemnation. .Developer shall have the right, but not the obligation, to macua.A on behalf Ofthe City, the expenditure of such ewrowoti%cxrttl.� including,.bus net limitedto, the seZc bort and payment Of attrptueys and App raimt, rodded that funds ate not tuxrseasonably Withheld, Developer .ray Seiect attordoys for conder=ation if agreed to by the Cary Attoway, providW ho`s ever that in such event the Oily A.ttomey shall Monitor and approve all activities of Developer's selected at.# mey, The City Attoxxley's authority in this regard shall include, but not be Iimited to; apptaval of psPW Mcd with any count in advance of glit1g; approval of all strategic orprocedural Legal decisions made drrriug any $gage orthe totzdemnatirp:r pmceedlrtgs, revieW bf art doemuents, papers and itrfOyMadon tMived by De'tRClolpeea idtorney relatinS to the condenntion proceedings, and attendance at all hearings, pmueedings or triab at Arty point in the r,c+udemnatiou ptocC gs. TJre ait mem fes charged by City Attorney for Performance of work =der this authority shall constitute, attoravy fees meted by tho City in prosecuting, moxjtorittg. or otherwise parti4ating in the ctmdernailtion as referenced above. The City Attomey shall t;plaear 25 an attorney► ofrecordon all papers fled with a court in abxpneotion with atry conrlmmnatku proceedings, The City will use all reasonable cffolU to expedite such coruic3aazratirnt ptt3cedes0 that the C�tcclor toads can be constructed as soon as possible. If the City's costs and expenses 'exceed thea aunt of escrroued fiwds, Develolw shell deposit additional ftx6, within 30 clays after Nwitten r otiao from to City. .Any uutxtsed escrow Amds jv9.il be x0fitndert to Dsvoloper with 30 days after any candemuation award becoram fiml artd azonappealablo. Nothing in this jection U is intended to consi7ituts a delegation of the police powers ar 90vermxzez1121 authority of the City - (0) lei ! anent �, ` br City acimowledges and agrees that Developer, at l5, velOpec's option, IDay design and construct all or. any portion of the publje hnprovernents through cost sharir egxeezrtertts with participat?ng dovclopmernts provided Ebo City Jas net initiated consixuetaon of socia hit IiO Itnpmvdmenls, The City alsa 9 knowledges and a;rees that Developer shalt be entitlod to be minibursed in AcWrdzme with this Apveinent for oortaiia cclsts 7 af365a�fi4tlti$6�7�.tiiS anti expenses paid or incurred by Aeve;oper coin 00=1'80604 13ritt?E the �evelop2r}s design u11d lastxtlGtian r1# stxall l'tlblie Improventetlts which shall be deemed tc include, but not be limited to, costs slid expenses paid ar incurred for or in connection with (i) the negotiation and execution of th"; A.gre=ent;, (A) tbird PKIY Tight-Of4v and right-ofway acquisition, (9u) desi,gll, (iv} enginemiag, (v) construction, (VI) con -,41=00'x Management, (vi) legal expenses, (viii) all review and inspection fees paid to the Citj; (ix) all })evelopment Fees paid to the City pursuant to this .Agreement, as (x) all siMilar casts and expansm paid or incurred. by DewloWr (collectively, the 'Z! ib ement IA I, TIM l 0!Mbuteetrxent Amount will be 4usod to wheat Actuat casts and Won= when the Pttblio JMprgva menti have been carapletcci, approved by the City Bugxtte4r Ot his Agent and accepted by the City and when all elipjblo costs and expetl.mes that are deemed by this Agrerttenx to be included as part of the Reimbursement Amount haveIsean roxally determined. (d) > ut e sx evoloRCe r r. Developer is entitled to rehnbursetment of the rltially adjustod Mmbuusexnent Amount, JOSS an Mount equal to the Development Fees, f Onl the MlOwi;xg scnrres, but only to the extent needed for such teimbmernent,, (i) rust, in The faran Of IL Credit to Developer Aar the $Soo per tat water Fees and the $500 pet' lot Wastowatsr Fees duo at the time of 1140 plat recordation; {ii) second, in the form Oafs pavnxa t to Developer £rant ;feuds deposited in the escrow Acme tt; (iii) third, In the fonn of a payment to Developer fD-r the $500 per tot Water pees, $500 per' lot Wastewater Fees, and $625 per Int itoaci Fees collected (or to be collected) from builders at the time building permits are issued:, and {xv) fotnilt, in the f of payillents to De-veIOW frrsux amounts collected from other owners, developcos, or btzitders who, at arty UMO itt the .#inure, dimctly or indirectly tap into or use r11e Public .Ixt FOVewenrs, whether such payments tako the feria ofpro rata payments, impact fees, or any Atha form of capital recovezyp�t, I'aymettia by tllc City its beveDopor sha11 be made within 30 days after the anxowtts have been collc eted by the City. NotwitbAtanding the foregoing, however, Developar is not entitled its be mfinbmsed in excess of the fully ad aged ReirMbW mtMt Amount, less the DevelpPmeat Fees. To the extant tha Baume$ of r@i 4�ltr8ETrient set fort]; in clauses `°(i),, `"(1;)T'a "(till" and `°(iY)'� shoos exceed the ftally adjusted. R.einabursement Amount, lem the Developmcut pies, such excess shall bo retained by tlxe City for ac nSIT t401, or payment of additional vusstewater treatment capa3city. Ct N TD U DtON if 'the citydesires to ernlaltty an ettgisaeerand/or other qualifted pmon(s) to provide inspection of the cotsstru06011 of on-site sanitary saver lit%, Water lanes, drahmge facilities attd public. roads situated v►itbin the Nveiopment (collrctiveiy, the - m'ect_l�pxnvements"), the City may do so. Developer shalt pay to the City as inspection tete of three pmreent (30/0) of total "hard casts" of e onsLitlCiian of t11,0 Frnjsct Improvetcxeuts (specifically exclueiing design t}tid bngineet tng OXpenses and expensesxelated to obtaining easements orrights of way). UpOn camp1e4" of the I"rOject .Improvements, Developer will certify to the City the total 11rd costs" oi'a3l constrt3otxpta. Upon r 1pt rsPtite certification nailed fox 11min and acceptance bar the City of the Project TmMvealents, Developer shall pay the i:vVection The and convey to tho City Developer's right, title, and interest is all public Prer)ect brlprovemonts, lift and aider of any and ,all liens and monetuy enzwnbrauces, and the City sh911 take over and assume fall Mponsibility for the Operation and mainte=ee of#he public Project Improvements..Itreioper 01360-0001 116W4.015 MIA agrees to transfer a w and all of its right, title, and interw in the pnbtic. Project Tmprovments to the aty at "Ke brie the City takes ovex the operMOn and nnaWenance of setup public project Improv=ents. It is expressly Lmderstood and agreed that the City shall have no right of controlr sopervisioa or direction over tate design or MmtnWtiont of'the Project Itrtprovethents Clone or cal vtd. to be done by Developer, nor &e mead% methods, soqueuoes, procedures and itchniques utilized to Complete the Project Improvements. Developer ag am to ;Cully defend, indemnify and bold harmlM the City f om any claim, proceeding, cause Of action, Ndgmeot, penalty or any other cost or expense, izoluding, but not lln*W to, attoruwys fees, arising or growing out of or associated with the Project improve4lents. Notwithstartdiug anything to the Cort MY Contained herein, this Agremont shall be effective only upon the SatlsfactiOn of eacb of the follgwing Conditions: (a) the approval orthis Agtooment by the City CaM61 of the City such fhat it is the binding and enfo=eaa%ioobligation of tbo City, and (b) the acguisitiou of the PNPerty by DeveIGM or its assignee u ndm the Contract, The date On Which the Gast Of the foregoing c0nditiatls is satisfied is w1l,ed the °Ik cave pate, Developer shall advise the City as to tlx date of acgtusztioxt of the Property by Developer or its assignee, 9. RELEASE. Upon the full and final satisfaction I?Y ft City and Developer of all their respective obligations sad egvenarets nutdear this Agresmeitt, the City W lDeVel Pa shall Oxecute a relowe of thio AgreMont On recordabie i'orna) terminating this A,w waent as to the pordon of the Propexty in VOStion and fully xeleasitlg the City and Developat, their succe, v= and assign, from any ftuthhet obligations or coven nts hereunder rotating to the POAion of the Propo* being rel d. The Kelease contemplated by this Segtion 2 s'f91, at Developer's xequest� be effective with respect to a specifc phase of the IDevelopmeAt, as applicable,11pon fiord satisf'aOtion by the City and Developer of their xespective obligations with respect to ,such phase of the Development. 10, ST7L__.. CCRSSOR4 Alm AMQwg, The ptt%liC ?xtaprovements both benefit and ivurdeti the Property and all obligations .and covenants Of Developer wder this Agreernottt shall eonstltute covWants tt miag with the Torii, and shep bind Developer aad each stnCcoeszvo owner of all or ar;y portion of the property; provided, however, the terms ofibis.A.x" ent shall (i) not. be,63nding on the ovmer of any M--idence that is purchased by seoh owner f vm a homebuilder, and (ii.) he suborn !=6 to the Tien of (and shall not be binding on) Any mortgagee who finances or ref roams tesidereoes cansttuc l on the Pt'ttpeIIy. Without limiting the genexatity of the fare ing: (a) Developer may sssigtt this Agrownent to ft paxty to whom Develop= agsips its xWs as purottaser under the Coutta0% and (b) Developer as welt ars Arty successor owner of sill ox a portions of'tfte Ploporty who is bouad by this .A,greemetnt (IDWeioper or any such successor owner is reftufA- to harein as the "Ownee) nraiy assign ibis Agreement either W hs entiiray (if the sscigneo is tet,e4vn all of"the Property) or in part (if the assignee is to MM only a portion of the Property) and in suaft event 01a659,0011IM74.014% LIM (r) the Owner conveying std portio(( of The PrOpettY sW) be automatically released from the Obligations of "Developer' as to all or a portinlr Of the Property (as applicable), and (ti) tJM aesigmmee to whom WE Agreement is so assigned in whole or in part slmall be deemed to have asst»ed ffitabliptions 6f ` evetaper.' as to tha portlon of the Property which is owned by such esstVlee. in the event of try partial sssig;otrient of this Agreement, Thou :ftatwftstaading anytlting to Iiia contrary c*nWwd h in, the ahligatioYis of Developer middr tWs Agmment shall Ire the several (and nOt time - Joint and scverai) obligations of each suoim Developer. Tune. tams% and prov410ns of this Agreement shall othemwise bind and inure to the benefit of the City, "evoloper and their :respective successors and .signs. 33ach parson sign4 this A,greerzmesmt represeut` wd warrants that 0 he/she has the autlmorit 'tO enta into this Agr" mMt on behalf of (and to bind) the party on whose Iebatf each person %s bag Pg this Agreement, and (H) no (lather a ttt ongatioir or constat front auyorte else iifi nect.S&3 to make this Agreement the binding obligation Of theparty on whose behalf suoh pemon is sifting this A, reexmcnt, 11, 9QW—L&TJ_ASJBKW�LT. This AVememnt embodies the- entire A.greor etr# between time parties hereto and camiot be varied or temunated except by the written agreement of the parties, The City acknowledges the toms Of tl�s ageeernent have been adopted pursw mt to Tmvas Loog GUvanUMM Code Section 380,041. If anyr PYOVision of tivis Agireement is MOO, irtvvalid, or yr enforceable, then the a-maindex af this ASMMO t $hail not be affected, and tbm slim" be added as a part of tWs Agreer ant a pravlsion as similar in Dww to such illegal, lwagd, or unenforceable pXv-vision as MAY be possible and be legal, 'valid, and onforaeable. 12. OIL' *i SER This Agrwntent may be ex=Qted in any zmtuzmbtr Of WI'nWparts, oach Of which droll be an ©xi&arl, /but all of which together shall constitute otte and the. same i7r�ut. Bach( extubit "Ifcd in ibis .A weerneat is at(whed hereo and incorporated herein by Teferennce. WMMMS WREP MP, the City mid I)vveloper have oxacuteri thisA&MMot to be effectl^ve as Ofthe AfifeetiVe .gate. VYLLACES OFHURRICAIVE CRXAI. L.F., a Texas /united paftej s$Wp )3,y: 376 A, C, r a Texas 't liabiii corm y Br Name.- than W. it _ Title: lutager CM OF ANNA, TEXAS iO 01309.00OM74014.015 JBIY eth 0 am Mayor Atiaciz en. s ExWbir A. — Propmy JUttstzarion Exhibit B w Jkadley Tract ExbIbit C -- Weaver That 8xhibit D m Pubtio IriViYivments Exhibit E w Non Rosidential Water Fees ,Md WaSIZVater Fees ... t t it136b4A00i 1:745ri7'4AI5 Nl-. 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Wb Won roa aW far pdmy; SDAM4 on .4a` 'o'+Ati6periM►v4p, 4 C IF i1EiKKitr{t ft* of Mr�iatJ Iii r4at,wS fus sqa" WO ar10AT ears► M Io Ubibit C - Page ! G 7 36W.W011!76d914.p t 5 Exhibit L [INTENTIONALLY OMITTED] Exhibit M WATER FACILITIES THE FINAL LOCATION AND ALIGNMENT OF THE WATER FACILITIES SHALL BE SUBJECT TO APPROVAL BY THE CITY. THE DESIGN AND CONSTRUCTION OF THE WATER FACILITIES SHALL CONFORM TO THE MOST CURRENT CITY REGULATIONS. PROPOSED OFFSITE 12' WATER LINE EXISTING 12' WATER LINE 1i! � RELOTON LANA $CLUT10NS 1WISJOWIW ELLIOTT00. &1E 4W IilztscV, T%15M11�641t}fppp 75 OFFSITE EXISTING 16' WATER LINE BY THE CITY OF ANNA EXISTING 12" WATER LINE BY THE CITY OF ANNA PROPOSED OFFSITE l�i l 7_LEfl 12' WATER LINE i FM 455 WATER DEVELOPER 08LiGA1 EXHIBIT M - WATER FACILITIES VILLAGES OF HURRICANE CREEK W] 0 800 1600 GRAPHIC SCALE IN FEET Exhibit N PUBLIC SAFETY FACILITIES ♦��� WA PAP MEN PAPr rttt�tt t��ttM ��titr wigwag rtt �r `.._ __ �..■ rte LN #1 LN #2 LN #3 LN #4 811" 359' N 685 47 09" E S 23° 45' E N 86 15" W N 37° 44 14" W 4� % r 5 ass CV #1 CV #2 CV 93 CV #4 R=925.00' R=300.00' R=300.00'R=2340.00' A =287.89 A =55.44 =54.85 =68.69 D=17' 49' S6" D=10° 35' 15" D=10'28'35" D-;01'40'55" CB=N 77° 35' 28" E CB=N 73° 58' 08" E CB=N 74° 01' 27" E CB=S 22° 54' 43" E CD=286.73 CD=55.36 CD=54.78 CD=68.69 EXHIBIT N - FIRE STATION -6121 tJ :II PELOTON VILLAGES OF I11II LANDFMCO.rzM IpNS + HURRICANE CREEK cers.+a+.vw. euwrco+c s� <oot Fwsco, rma 14W213 -IM Exhibit 0 PARKLAND SITES CV #1 R=2925.00' © =526.92 0-10° 19' 17" CB=S 05° 00'34" E C0=526.21 LN #1 LN #2 LN #3 LN #4 1687.75' 101.38' 593.29' 615.11' N 00'44'12"E N 55° 37' 16" E N 88° 22'22" E S 00" 09'05" LN #5 LN #6 LN #7 LN #8 130.25' 195.92' 558.48` 891.47' S56°41'16"E N82°22'13"E S15°59'05'W N90°00'00'W 00 ■_ icg oil �0 ■ n ��� ri�r'� rr■��1,� .... � . ���� ���iiiiii� � ■iiia �i iiii �♦ + �♦�� �WA pw �/■ �� it �� ter■ �� 41 z LN #1 LN #2 LN 43 LN #4 367.30' 492.78' 264.17' 262.94' 00° 15'27"E N 90° 00'W E S 65" 56'53" E S 00° 00' 00" W LN #5 735.67' 89° 44' 33" W arm EXHIBIT 4 - PARKLAND SITES Hill PEL OTON VILLAGES OF P-1, LAND SOLUTIONS HURRICANE CREEK gars wia4 w. 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