Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Resolution No. R2024-02
RESOLUTION NO. R2024-02 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS, AUTHORIZING A DEVELOPMENT AGREEMENT WITH MADISON DEVELOPMENT CORP., LLC, RELATING TO TIIE FRIENDSWOOD CITY CENTER DEVELOPMENT AND THE FRIENDSWOOD CITY CENTER PUBLIC IMPROVEMENT DISTRICT; ENACTING OTHER PROVISIONS RELATING THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Madison Development Corp., LLC, a Texas limited liability company (the "Developer") owns and plans to develop, in phases, approximately 106 acres of real property within the City (the "Property"); and WHEREAS, the City of Friendswood, Texas (the "City") wishes to incentivize the development of the Property and encourage and support economic and housing development within the City through the financing of certain public infrastructure (the "Public Improvements") within the Property; and WHEREAS, in order to finance the Public Improvements, the City Council intends to create a public improvement district (the "PID") coterminous with the boundaries of the Property in accordance with Chapter 372, Texas Local Government Code, as amended; and WHEREAS, the City has also created a Tax Increment Reinvestment Zone in accordance with Chapter 311, Texas Tax Code, as amended (the "TIRZ") that includes the Property, in order to further incentivize the development and financing of the Public Improvements; and WHEREAS, the City and the Developer desire to enter into a development agreement (the "Development Agreement") that sets forth the agreement between the parties with respect to development of the Property, the Public Improvements, the levy of assessments in the PID and the use of TIRZ revenues from within the Property; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, STATE OF TEXAS: Section 1. The recitals set forth in the preamble of this resolution are true and correct in all material respects. Section 2. The City Council of the City of Friendswood authorizes the City Manager to execute and the City Secretary to attest to a Development Agreement with the Developer in substantially the form in Exhibit A, which is attached hereto and incorporated herein for all intents and purposes, with such changes as may be approved by the City Manager. Section 3. That this resolution shall be effective immediately upon its passage and approval. INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City of Friendswood this the 8°' day of January, 2024. STEVE ROCKEY, Mayor M L TICIA BRYSCH, City ecr tazy V V APPROVED AS TO FO F OF 1�� KAREN L. HORNER, City Attorney HACity Council\Resolutions\2024\01-08-2024Wesolution -City Center Development Agreement.docx FRIENDSWOOD CITY CENTER DEVELOPMENT AGREEMENT BETWEEN MADISON DEVELOPMENT CORP., LLC AND THE CITY OF FRIENDSWOOD, TEXAS Dated: 2024 Document Number: 8405060 ARTICLE I DEFINITIONS ARTICLE II THE DEVELOPMENT 2 3 Section 2.01. Scope of Agreement..............................................................................................8 Section 2.02. Project Overview —The Development....................................................................8 ARTICLE III PUBLIC IMPROVEMENT DISTRICT 9 Section3.01. Creation...................................................................................................................9 Section 3.02. Issuance of PID Bonds............................................................................................9 Section 3.03. Developer Cash Contribution................................................................................12 Section 3.04. Apportionment and Levy of Assessments.............................................................13 Section 3.05. Transfer of Property.............................................................................................13 Section 3.06. City Participation in Drainage Improvements.......................................................14 Section 3.07. City provements..............................................................................................14 Section3.08. Condo Regime.....................................................................................................14 ARTICLE IV TIRZ 15 Section 4.01. Tax Increment Reinvestment Zone........................................................................15 Section 4.02. Flow of Funds in District TIRZ Account............................................................15 Section 4.03. Duration of TIRZ Revenue....................................................................................15 Section 4.04. Refunding of PID Bonds.......................................................................................15 Section4.05. TIRZ Fund.............................................................................................................16 ARTICLE V DEVELOPMENT 16 Section 5.01. Full Compliance with City Standards....................................................................16 Section 5.02. Planned Development..........................................................................................16 Section 5.03. Property Acquisition............................................................................................16 Section5.04. Conflicts...............................................................................................................17 ARTICLE VI DEVELOPMENT CHARGES 17 Section6.01. Fees.......................................................................................................................17 Document Number: 8405060 ARTICLE VII DEVELOPMENT SPECIFIC REQUIREMENTS 17 Section 7.01. Compliance with PUD.........................................................................................17 Section 7.02. Timing of Development ......................................... Error! Bookmark not defined. ARTICLE VIII CONSTRUCTION OF THE PUBLIC IMPROVEMENTS, DRAINAGE IMPROVEMENTS AND CITY IMPROVEMENTS 17 Section 8.01. Designation of Construction Manager, Construction Engineers ...........................17 Section 8.02. Construction Agreements....................................................................................18 Section 8.03. Project Scope Verification.....................................................................................21 Section 8.04. Joint Cooperation; Access for Planning and Development...................................21 Section 8.05. City Not Responsible.............................................................................................21 Section 8.06. Construction Standards and Inspection.................................................................21 Section 8.07. Public Improvements, Drainage Improvements and City provements to be Owned by the City — Title Evidence.....................................................................22 Section 8.08. Public Improvement Constructed on City Land or the Property ...........................22 Section 8.09. Additional Requirements.......................................................................................22 Section 8.10. Revisions to Scope and Cost of Public Improvements, Drainage Improvements and CityImprovements................................................................................................24 Section 8.11. City Police Powers.................................................................................................24 Section 8.12. Title and Mechanic's Liens...................................................................................25 Section8.13. City Consents.........................................................................................................25 Section 8.14. Right of the City to Make Inspection....................................................................25 Section 8.15. Competitive Bidding............................................................................................26 ARTICLE IX PAYMENT OF PUBLIC IMPROVEMENTS 26 Section 9.01. Overall Requirements............................................................................................26 Section 9.02. Remaining Funds after Completion of a Public Improvement .............................27 Section 9.03. Payment Process for Public Improvements...........................................................27 Section 9.04. Public Improvements Reimbursement from Assessment Fund In the Event of a Non -Issuance of PID Bonds..................................................................................28 Section 9.05. Rights to Audit.......................................................................................................28 ARTICLE X REPRESENTATIONS AND WARRANTIES 29 Section 10.01. Representations and Warranties of City................................................................29 Section 10.02. Representations and Warranties of Developer......................................................29 -2- ARTICLE XI MAINTENANCE OF CERTAIN IMPROVEMENTS Section 11.01. Property Owners' Association ............................................ ARTICLE XII TERMINATION EVENTS Section 12.01. Developer Termination Events .............. Section 12.02. City Termination Events ........................ Section 12.03. "Termination Procedure .......................... Section 12.04. Citv Actions Unon Termination............ ARTICLE XIII TERM ARTICLE XIV DEFAULT AND REMEDIES 30 mil] 31 ................................................. 31 ................................................. 31 ................................................. 31 ................................................. 32 Section 14.01. Develop Default ...................................................... Section 14.02. Notice and Cure Period .............................................. Section 14.03. City's Remedies......................................................... Section 14.04. City Default............................................................... Section 14.05. Developer's Remedies ............................................... Section 14.06. No Waiver of Immunity ............................................ Section 14.07. Limitation on Damages ............................................. Section14.08. Waiver....................................................................... ARTICLE XV INSURANCE, INDEMNIFICATION AND RELEASE W kX .......................................... 32 .......................................... 33 .......................................... 34 .......................................... 34 .......................................... 34 .......................................... 35 .......................................... 35 .......................................... 35 36 Section15.01. Insurance................................................................................................................36 Section 15.02. Waiver of Subrogation Rights...............................................................................37 Section 15.03. Additional Insured Status. . ......... I .......................... I ............................................... 37 Section 15.04. Certificates of Insurance........................................................................................37 Section15.05. Carriers..................................................................................................................37 Section 15.06. INDEMNIFICATION...........................................................................................38 ARTICLE XVI GENERAL PROVISIONS Section 16.01. Notices............................................................... al 39 ...................... 39 Section 16.02. Make -Whole Provision..........................................................................................39 Section16.03. Assignment ............................................................................................................40 Section 16.04. Table of Contents; Titles and Headings................................................................41 Section 16.05. Entire Agreement; Amendment.............................................................................41 Section16.06. Time.......................................................................................................................42 Section16.07. Counterparts...........................................................................................................42 Section 16.08. Severability; Waiver..............................................................................................42 Section 16.09. No Third -Party Beneficiaries.................................................................................42 Section 16.10. Notice of Assignment..........................................................................................42 Section 16.11. No Joint Venture....................................................................................................43 Section 16.12. Estoppel Certificates............................................................................................43 Section 16.13. Independence of Action.........................................................................................43 Section 16.14. Compliance with Disclosure Program .................................................................43 Section 16.15, Limited Recourse...................................................................................................43 Section16.16. Exhibits..................................................................................................................44 Section 16.17. No Consent to Third Party Financing....................................................................44 Section 16.18. Survival of Covenants...........................................................................................44 Section 16.19. No Acceleration.....................................................................................................44 Section 16.20. Conditions Precedent.............................................................................................44 Section 16.21. No Reduction of Assessments...............................................................................44 Section 16.22. Recording Fees......................................................................................................44 Section 16.23. Anti -Boycott Verification......................................................................................44 Section 16.24. Iran, Sudan and Foreign Terrorist Organizations..................................................45 Section 16.25. Governing Law......................................................................................................45 Section16.26. Petroleum., .............................................................................................................. 45 Section16.27. Firearms.................................................................................................................46 Section16.28. Conflict..................................................................................................................47 Exhibit A — Property Description Exhibit B — PUD Exhibit C —Public Improvements Exhibit D — Concept Plan Exhibit E — Landowner Consent Exhibit F — Form of Payment Certificate Exhibit G — Form of Closing Disbursement Request Exhibit H — Homebuyer Disclosure Program Exhibit I — Drainage Improvements Exhibit J — Form of Drainage Payment Certificate Exhibit K— City Improvements Exhibit L — Phasing Plan me FRIENDSWOOD CITY CENTER DEVELOPMENT AGREEMENT This Friendswood City Center Development Agreement (this "Agreement'), dated as of , 2024 (the "Effective Date"), is entered into between Madison Development Corp., LLC, a Texas limited liability company (the "Developer"), and the City of Friendswood Texas (the "City"), a home -rule city and municipal corporation, acting by and through its duly authorized representative. Recitals: WHEREAS, unless otherwise defined: (1) all references to "sections" shall mean to sections of this Agreement; (2) all references to "exhibits" shall mean exhibits to this Agreement which are incorporated as part of this Agreement for all purposes; and (3) all references to "ordinances" or "resolutions" shall mean ordinances or resolutions adopted by the City Council of the City of Friendswood, Texas (the "City Council"); and WHEREAS the Developer owns and is developing an approximately 106.5 acre tract of land within the corporate limits of the City (together the "Property") as a commercial mixed use development in accordance with City Regulations and the Concept Plan attached hereto as Exhibit D, as defined herein; and WHEREAS, in order to incentivize the development of the Property and encourage and support economic development within the City described by metes and bound on Exhibit A attached hereto and to promote employment, the City desires to facilitate the development of the Property through the financing of certain public infrastructure (the "Public Improvements" as defined herein) and constructing additional public improvements within the Property and the TIRZ Property; and WHEREAS, in order to finance the Public Improvements, the City Council intends to create a public improvement district that includes the Property (the "PID") in accordance with Chapter 372 Texas Local Government Code, as amended (the "PID Act'), and to create a tax increment reinvestment zone that includes the Property pursuant to Chapter 311, Texas Tax Code, as amended (the "TIRZ Act'); and WHEREAS, the City intends to (upon satisfaction of the conditions and in accordance with the terms set forth in this Agreement), adopt the Assessment Ordinance (as defined herein) and adopt Service and Assessment Plans ("SAP") (as defined herein) which provide for the construction, and financing of the Public Improvements pursuant to a Service and Assessment Plan, payable in whole or in part by and from Assessments levied against property within the PID (whether through a cash reimbursement or through an issuance of PID Bonds); and WHEREAS the City also intends to pay or reimburse the Developer for additional improvements within the Property and the TIRZ property consisting of certain drainage improvements and other public improvements (the "Drainage Improvements" and "City Improvements" respectively), the payment and reimbursement for the Public Improvements, the City Improvements and the Drainage Improvements shall be solely from (i) the installment payments of Assessments and/or proceeds of the PID Bonds, (ii) TIRZ Revenues and/or (ii) City Document Number: 8405060 drainage bond proceeds, and the City shall never be responsible for the payment of the Public Improvements, Drainage Improvements and City Improvements or the PID Bonds from its general fund or its ad valorem tax collections, past or future or any other source of City revenue or any assets of the City of whatsoever nature; and WHEREAS, the Parties agree that the Public Improvements, Drainage Improvements and City Improvements are also improvements that qualify as projects under the TIRZ Act; and WHEREAS, the City recognizes the positive impact that the construction and installation of the Public Improvements, Drainage Improvements and City Improvements will bring to the City and will promote state and local economic development; to stimulate business and commercial activity in the City; for the development and diversification of the economy of the State; development and expansion of commerce in the State, and elimination of employment or underemployment in the State; NOW, THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions contained herein, and other good and valuable consideration, the parties hereto agree as follows: ARTICLE I DEFINITIONS For all proposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have the meanings assigned to them in the Recitals or this Article, and all such terms include the plural as well as the singular. "Actual Costs" is defined in the Service and Assessment Plan. "Affiliates" means any other person directly controlling, or directly controlled by or under direct common control with the Developer. As used in this definition, the term "control," "controlling" or "controlled by" shall mean the possession, directly, of the power either to (a) vote fifty percent (50%) or more of the securities or interests having ordinary voting power for the election of directors (or other comparable controlling body) of the Developer, or (b) direct or cause the direction of management or policies of the Developer, whether through the ownership of voting securities or interests, by contract or otherwise, excluding in each case, any lender of the Developer or any affiliate of such lender. "Agreement" has the meaning stated in the first paragraph of this Agreement. "Annual Installments" means with respect to each parcel subject to Assessments, each annual payment of the Assessments, including any applicable interest, as set forth and calculated in the SAP. "Applicable Law" means any statute, law, treaty, rule, code, ordinance, regulation, permit, interpretation, certificate or order of any Governmental Authority, or any judgment, decision, decree, injunction, writ, order or like action of any court, or other Governmental Authority. Applicable Laws shall include, but not be limited to, City Regulations. -2- "Appraisal" means an appraisal of the property to be assessed in the PID by a licensed MAI Appraiser, such Appraisal to include as -complete improvements, including the Public Improvements to be financed in part with PID Bonds (i.e., "as -complete") and the construction and installation of the Private Improvements, necessary to get a Final Lot Value. "Assessment Ordinance" means one or more of the City's ordinances approving a SAP and levying Assessments on the benefitted Property within the PID. "Assessments" means those certain assessments levied by the City pursuant to the PID Act and on benefitted parcels within the PID for the purpose of paying the costs of the Public Improvements, including interest, all as set forth in or modified by the Service and Assessment Plan. "Assessed Property" means property within the PID upon which an Assessment is levied, as set for the in a Service and Assessment Plan. "City" means the City of Friendswood, Texas. "City Center Account" means that account in Section 4.01(a) into which the City Tax Increment from the TIRZ Property shall be deposited. "City Improvements" means the City's fire station within the PID, public water, storm sewer and sanitary improvements, public drainage facilities, traffic signals, public parkland, and public roadways to include the City -owned public road providing additional access to the Brookside Intermediate School, all constructed to City Regulations, as shown on Exhibit K attached hereto. To the extent permitted by the Act, the fire station shall be considered a Public Improvement, payable from assessments and TIRZ Revenues, and the road shall be reimbursable from TIRZ Revenues. "City Regulations" mean provisions of the City's Code of Ordinances, ordinances not codified, design standards, uniform and international building and construction codes, and other policies duly adopted by the City, which shall be applied to the Development, including the PUD. "City Representative" means the City Manager or designee which may include a third party inspector or representative. "City Tax Increment" means, for any given year beginning with the 2023 tax year, seventy percent (70%) of the ad valorem property taxes levied and collected by the City for that year above the base year, on the captured appraised value of real property taxable by the City and located within the TIRZ for the term of the TIRZ, as set forth in Article IV herein. "Closing Disbursement Request" means the Closing Disbursement Request described in Section 4.06, the form of which is attached as Exhibit G. "Commencement of Construction" shall mean that (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the applicable improvement, or portion thereof, as the case may be, on the Property; (ii) all necessary permits for the initiation of construction of the improvement, or portion thereof, -3- as the case may be, on the Property pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Property for the construction of the applicable improvement, or portion thereof, as the case may be, has commenced. "Completion of Construction" shall mean that the City has with respect to applicable Public Improvements, Drainage Improvements and City Improvements accepted the respective Public Improvements, Drainage Improvements and City Improvements and confirmed that Final Completion has been reached with respect to such Public Improvements, Drainage Improvements and City Improvements. "Concept Plan" means the concept plan attached hereto as Exhibit D and included in the "Construction Agreements" mean the contracts for the construction of the Public Improvements, Drainage Improvements and City Improvements. "Cost Overruns" means those Public Improvement Project Costs that exceed the budget cost set forth in the SAP(s) plus the Developer Cash Contribution. "Cost Underruns" means Public Improvement Project Costs that are less than the budgeted cost set forth in the SAP(s). "Deficit" shall have the meaning ascribed thereto in Section 3.03 of this Agreement. "Developer" means Madison Development Corp., LLC, a Texas limited liability company and its successors and permitted assigns. "Development" means the Friendswood City Center Development, a mixed use commercial development to be developed and constructed on the Property pursuant to the City Regulations and this Agreement. "Disclosure Program" means the disclosure program, as set forth in a document in the form of Exhibit H that establishes a mechanism to disclose to each purchaser of property within the PID, the terms and conditions under which their lot is burdened by the PID. "Drainage Improvements" means those drainage improvements set forth in Exhibit I. "Drainage Payment Certificate" means a certificate as set forth in Section 3.06, the form of which is attached as Exhibit J. "Effective Date" means the date set forth in the first paragraph of this Agreement which shall be the earliest date on which (i) the Developer has executed this Agreement and (ii) the Agreement is approved by City Council. "Estimated Build Out Value" means the estimated value of an assessed property with fully constructed buildings, as provided by the Developer and confirmed by the City by considering such factors as density, lot size, proximity to amenities, view premiums, location, market -4- conditions, historical sales, builder contracts, discussions with builders, reports from third party consultants, or any other factors that, in the judgment of the City, may impact value. "Final Completion" means as the point in the construction of the project when the City determines that the project is 100% completed, including punch list work. "Final Lot Value" means the developed lot values established by an Appraisal. "Force Majeure" means any act that (i) materially and adversely affects the affected Party's ability to perform the relevant obligations under this Agreement or delays such affected Party's ability to do so, (ii) is beyond the reasonable control of the affected Party, (iii) is not due to the affected Party's fault or negligence and (iv) could not be avoided, by the Party who suffers it, by the exercise of commercially reasonable efforts. "Force Majeure" shall include: (a) natural phenomena, such as storms, floods, lightning and earthquakes; (b) wars, civil disturbances, revolts, insurrections, terrorism, sabotage and threats of sabotage or terrorism; (c) transportation disasters, whether by ocean, rail, land or air; (d) strikes or other labor disputes that are not due to the breach of any labor agreement by the affected Party; (e) fires; (f) epidemics or pandemics where shut- down of commercial construction or the manufacturing of supplies relating thereto has been ordered by a Governmental Authority; and (g) actions or omissions of a Governmental Authority (including the actions of the City in its capacity as a Governmental Authority) that were not voluntarily induced or promoted by the affected Party, or brought about by the breach of its obligations under this Agreement or any Applicable Law or failure to comply with City Regulations; provided, however, that under no circumstances shall Force Majeure include any of the following events: (i) economic hardship; (ii) changes in market condition; (iii) any shrike or labor dispute involving the employees of the Developer or any Affiliate of the Developer, other than industry or nationwide strikes or labor disputes; (iv) during construction, weather conditions which could reasonably be anticipated by experienced contractors operating the relevant location; (v) the occurrence of any manpower, material or equipment shortages except as set forth in (f) above; or (vi) any delay, default or failure (financial or otherwise) of the general contractor or any subcontractor, vendor or supplier of the Developer, or any construction contracts for Public Improvements, Drainage Improvements or City Improvements. "Governmental Authority" means any Federal, state or local governmental entity (including any taxing authority) or agency, court, tribunal, regulatory commission or other body, whether legislative, judicial or executive (or a combination or permutation thereof) and any arbitrator to whom a dispute has been presented under Applicable Law, pursuant to the terms of this Agreement or by agreement of the Parties. "Indenture(s)" means the applicable indenture of trust pursuant to which PID Bonds are issued. "Landowner Consent" means a consent executed by the applicable owner(s) of the Property consenting to the formation of the PID and the levy of Assessments, in form attached hereto as Exhibit E. "Impositions" shall mean all taxes, assessments, use and occupancy taxes, sales taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, -5- which are or may be assessed, charged, levied, or imposed by any public or governmental authority on Developer, or any property or any business owned by Developer within City. "POA" is defined in Section 10.01. "POA Maintained Improvements" is defined in Section 10.01. "POA Maintenance Agreement" is defined in Section 10.01 "Net PID Bond Proceeds" means the proceeds of the PID Bonds issued pursuant to Sections 3.02, net of costs of issuance, capitalized interest, reserve funds and other financing costs, that are deposited to the project fund for such bonds. "Parties" or "Party" means the City and the Developer as parties to this Agreement. "Payment Certificate" means a Payment Certificate as set forth in Section 9.03, the form of which is attached as Exhibit F as may be modified by an Indenture. "Phasing Plan" means the plan for the construction and timing of the Development attached hereto as Exhibit L. "PID Act" means Chapter 372, Texas Local Government Code, as amended. "PID Bond Proceeds" means the proceeds of the PID Bonds, net of costs of issuance, capitalized interest, reserve funds and other financing costs, that are deposited to the Project Fund. "PID Bonds" means one or more series special assessment revenue bonds issued by the City pursuant to the PID Act for the reimbursement of the Public Improvement Project Costs. "PID" means the Friendswood City Center Public Improvement District. "PID Phase " means a Phase of development within the PID. "Plans and Specifications" means the plans and specifications for Public Improvements, Drainage Improvements and City Improvements approved by the City, together with any changes thereto approved or required by the City. "Private Improvements" means these horizontal improvements described in the Plans and Specifications and in the PUD, submitted to the City, other than the Public Improvements, Drainage Improvements and City Improvements, being constructed in each Phase to get to a Final Lot Value. "Project Cost Cap" means the total amount of reimbursement and/or payment to the Developer for the Public Improvement Project Costs, or the Actual Costs of the Drainage Improvements and City Improvements, from any source, including the proceeds of PID Bonds, TIRZ Revenues, City drainage bond proceeds or Assessment Revenues; such amount shall be equal to the Actual Costs of the Public hnprovements, Drainage Improvements and City -6- Improvements that are to be reimbursed as set forth in this Agreement, the SAP and the TIRZ Project and Finance Plan. "Project Fund" means the fund by that name created under each Indenture into which PID Bond Proceeds shall be deposited. "Property" means the approximately 106.5 acre tract within the City to be developed within the Friendswood City Center Public Improvement District, as described in Exhibit A. "Public Improvements" means public improvements to be developed and constructed or caused to be developed or constructed inside and outside the PID by the Developer to benefit the PID and the Property, which will include improvements described in Exhibit C. "PUD" means the Planned Unit Development - Friendswood City Center PUD approved by the City on November 6, 2023, as attached here to as Exhibit B. As may be amended pursuant to City Regulations. "Public Improvement Completion Date" means a date that is no later than twenty-four (24) months after Commencement of Construction for the Public Improvements, Drainage Improvements and City Improvements for each phase. Such date may be extended by one (6) month extension that may be granted by the City Manager upon request of the Developer. "Public Improvement Project Costs" means the Actual Costs of the Public hmprovements and a portion of the Actual Costs of the City Improvements set forth in the Service and Assessment Plan. "Reimbursement Agreement(s)" means the agreement(s) between the City and the Developer in which Developer agrees to fund the certain costs of Public Improvements and the City agrees to reimburse the Developer for a portion of such costs of the Public Improvements from the proceeds of Assessments pursuant to the SAP(s) or from future PID Bond proceeds, if any. "Service and Assessment Plan" or "SAP" means the service and assessment plans drafted pursuant to the PID Act for the PID and any amendments or updates thereto, adopted and approved by the City that identifies and allocates the Assessments on benefitted parcels within the PID and sets forth the method of assessment, the parcels assessed, the amount of the Assessments, the Public Improvements and the method of collection of the Assessment. "Subsequent Owner" means the owner(s) of land within the PID as a result of a transfer made by the Developer pursuant to a purchase and sale contract for land within the PID. "TIRZ" means the tax increment reinvestment zone created by the City over the TIRZ Property. "TIRZ Act" means Chapter 311, Texas Tax Code, as amended. -7- "TIRZ Cap" means the lesser of the lesser of the (i) amount generated by the City Tax Increment over the life of the TIRZ; or (ii) $100,000,000 in total reimbursement to the Developer (from both the PID and the TIRZ revenues). "TIRZ Fund" means the fund set up by the City in order to receive the TIRZ Revenues in accordance with this Agreement, the TIRZ Act and the TIRZ Project and Finance Plan. "TIRZ Project and Finance Plan" means those certain project plan and finance plan for the TIRZ required by the TIRZ Act, as amended that sets for the projects to be undertaken in the TIRZ. "TIRZ Property" means the approximately 125 acre site over which the TIRZ was created, which includes the Property. "TIRZ Revenues" means the revenues received from the City Tax Increment collected and deposited to the applicable TIRZ Account. "Trustee" means the trustee under the Indenture. "Waiver of Liens" means a complete, final and unconditional waiver of all liens with respect to the Public Improvements, Drainage Improvements and City Improvements. ARTICLE II THE DEVELOPMENT Section 2.01. Scope of Agreement. This Agreement establishes provisions for the creation of the PID, the apportionment, levying, and collection of Assessments on the Property within the PID, the creation of the TIRZ and use of TIRZ Revenues, the construction of the Public Improvements, Drainage Improvements and City Improvements, reimbursement, acquisition, ownership and maintenance of the Public Improvements, Drainage Improvements and City Improvements, and the issuance of PID Bonds for the financing of the Public Improvements benefitting the property within the PID. Section 2.02. Project Overview —The Development. (a) The Developer will undertake or cause the undertaking of the design, development, construction, maintenance, management, use and operation of the Development, and will undertake or cause the undertaking of the design, development and construction of the Public Improvements, Drainage Improvements and City Improvements. The Development will consist of the following elements, in accordance with the PUD: (i) A Town Center consisting of: A. Approximately 500 multi -family units; B. Approximately 191,000 square feet of medical/office use; 191 C. A maximum 150 room hotel and approximately 5,000 square foot conference facility; D. Approximately 63,800 square feet of restaurant and retail space; E. Approximately 52 acres of public parks and approximately 5.2 miles of public trails; F. A maximum of 300 condominium units; G. A minimum 2,188 space parking garage. (ii) A City fire station. (iii) The dedication of land to the City along Clear Creek for a future flood mitigation project, such acreage to be mutually agreed to by the Parties. (b) Subject to the terms and conditions set forth in this Agreement, the Developer shall plan, design, construct, and complete or cause the plaiming, designing, construction and completion of the Public Improvements, Drainage Improvements and City Improvements to the City's standards and specifications and subject to the City's approval as provided herein and in accordance with City Regulations, the Concept Plan and Applicable Law. (c) Upon completion and acceptance by the City, the Public Improvements, Drainage Improvements and City Improvements shall be owned by the City and shall be maintained by the City. ARTICLE III PUBLIC IMPROVEMENT DISTRICT Section 3.01. Creation. The Developer has requested the creation of a PID over the Property, and has submitted a petition to the City that contain a list of the Public Improvements to be financed by the PID and the estimated or actual costs of such Public Improvements in the PID. By resolution, the City accepted such petition by resolution and scheduled a public hearing to consider the creation of the PID in accordance with the PID Act. Developer has entered into professional services payment agreement that obligates Developer to fund the costs of the City's professionals relating to the creation of the PID, the levy of Assessments in the PID and any PID Bond financing costs, which amount shall be considered a cost payable from PID Bond Proceeds. Section 3.02. Issuance of PID Bonds. (a) Subject to the terms and conditions set forth in this Article III, the City intends to authorize the issuance of PID Bonds in one or more series up to an aggregate principal amount of $100,000,000 to pay for or reimburse the Public Improvements Project Costs. The Public Improvements to be constructed or acquired and paid or reimbursed in connection with the PID Bonds are detailed in Exhibit C, which may be amended from time to time, and shall be as set forth in the Service and Assessment Plan for the PID or any updates thereto. The net proceeds from the sale of each series of PID Bonds, including but not limited to, net of costs and expenses of issuance of each series of PID Bonds and amounts for debt service reserves and capitalized interest, will be used to pay or reimburse the Public Improvement Project Costs. Notwithstanding anything in this Agreement, the issuance of PID Bonds and the levy of Assessments are discretionary governmental actions by the City Council and subject to the City's approval and the issuance of PID Bonds is also subject to market conditions at the time of issuance. The issuance of PID Bonds and the levy of Assessments is an action to be taken by a future City Council and such future City Council shall not be bound by the terms of this Agreement with respect to the issuance of PID Bonds and the levy of Assessments. (b) Each series of PID Bonds shall be issued with the terms deemed appropriate by the City Council at the time of issuance, if at all. (c) The following conditions must be satisfied prior to the City's consideration of the sale of PID Bonds: (i) The Developer shall have requested, in writing, the issuance of PID Bonds; (ii) The Developer shall have submitted to the City all requested and required information necessary to evaluate a PID Bond issuance for each Phase and to accomplish the levy of Assessments and the issuance of PID Bonds, which information shall include: A. For the Property, total acreage of commercial property, open space, multi -family property, non -developable property (by Phase if applicable) for which Assessments are to be levied; B. Engineers' opinion of probable costs (dated within the last 3 months prior to submission) for all improvements within the Phase for which Assessments are to be levied; C. Break out of total offsite costs to serve the Phase for which Assessments are to be levied; D. Break out of total oversizing costs of improvements within the Phase for which Assessments are to be levied; E. Breakout of phased costs for all phases versus major improvement cost within the applicable PID; F. Assumptions for number of lots Total number of lots by type; 2. Total estimated value per lot; Total estimated value of lots by use; -10- 4. The values provided in 1-3 above based on phasing plan/absorption schedule G. Map of Property and TIRZ Property H. Proposed Concept Plan 1. With construction phasing identified by map and cost 2. Location of any open space maintained by POA 3. Total acreage of open space maintained by POA 4. Map/locations of improvements to be financed by the applicable PID Onsite improvements by Phase 6. Offsite improvements by Phase L Final private costs (not including the public improvement costs) to reach completed lots (i.e., final lot benching, stabilization, etc.) (iii) The maximum aggregate par amount of the PID Bonds to be issued by the City shall not exceed $100,000,000. (iv) The Assessments shall have been levied at the amount requested by the Developer up to a maximum "tax rate" for each Phase including the projected annual assessment, that shall not (i) exceed $3.05 per $100 of assessed value at the time of the levy of the Assessment on each PID Phase based on the Estimated Build Out Value of each parcel such rate limit for each PID Phase as determined at the time of the levy of the Assessments applies on an individual assessed parcel basis by Lot Type based on Estimated Build Out Value; (ii) exceed the City Tax Increment for each year available for application against the Annual Installment as set forth in the SAP, or (iii) exceed the value to lien ratios as set forth below. The Parties acknowledge and agree that the $3.05 maximum "tax rate" set forth above assumes no changes in the taxing rates of other taxing jurisdictions within the applicable PID and that should other taxing jurisdictions adjust their tax rates, the $3.05 maximum "tax rate" will not be reached. (v) the total assessment value to lien ratio is at least 2:1 at the time of the levy of assessments for phase specific improvements and a total assessment value to lien ratio is at least 2:1 at the time of the levy of assessments for major improvements, and the total assessment value to lien ratio of each series of PID Bonds for each PID Phase is at least 2:1 at the time of the issuance of PID Bonds for phase specific improvements in each PID Phase and 2:1 at the time of the issuance of PID Bonds for major improvements; such values shall be confirmed by appraisal from licensed MAI appraiser. The City may agree to a lower value to lien ratio. -11- (vi) The Developer or its Affiliates, or any Subsequent Owner, shall own all property within the PID (or in each PID Phase, if applicable) prior to the levy of Assessments for such PID Phase, or have otherwise complied with Section 3.05 herein. The City shall not levy Assessments without a consent to the creation of the PID and the levy of Assessments from each property owner within the area to be assessed by the City. (vii) No Event of Default by the Developer has occurred or no event has occurred which but for notice, the lapse of time or both, would constitute an Event of Default by the Developer pursuant to this Agreement, except that if an Event of Default has occurred and has been cured by the Developer, it shall not prevent the issuance of PID Bonds by the City; (viii) The PID Bonds must be marketable by a reputable underwriter to a reputable purchaser at a reasonable rate of interest as determined by the City's financial advisor. (ix) PID bonds may not be issued through a third -party conduit and all PID bond issues must be approved by the Texas Attorney General; (x) The Developer shall have agreed to any continuing disclosure requirements required by the Underwriter or by the purchasers of the PID Bonds and shall be current in all past continuing disclosure obligations. (d) In no event shall the Developer be paid and/or reimbursed from PID Bond Proceeds or Assessment revenues for all Public Improvement Project Costs in an amount in excess of the Project Cost Cap. Section 3.03. Developer Cash Contribution. (a) At closing on any series of PID Bonds intended to fund construction of Public Improvements, if the PID Bond Proceeds are not sufficient to pay the Public Improvement Project Costs for the Phase to which such PID Bond Proceeds relate, the Developer shall be required to provide the following to fund the difference between the Public Improvement Costs for each PID Phase and the amount of PID Bond Proceeds available for such PID Phase and minus any approved Developer expenditures of Public Improvement Project Costs for such PID Phase as confirmed and approved by the City or its PID administrator (the "Deficit") as illustrated below: Total Amount of Public Improvement Project Costs of the PID Phase being finance by Bond Proceeds - PID Bond Proceeds deposited to Project Fund - Verified and approved Developer expenditures of Public Improvement Project Costs for the PID Phase Total amount of Deficit (b) The determination of the amount of the Deficit shall be estimated prior to pricing of each series of PID Bonds and shall be finalized within five (5) days of pricing of each series of PID Bonds. -12- (c) To fund the Deficit, the Developer must provide one or more of the following: (i) A deposit of cash in the amount of Deficit to a designated account under the applicable Indenture from which funds may be drawn to pay the Public Improvement Project Costs for such Phase. Any required cash deposit shall be provided at closing of the applicable series of PID Bonds. (ii) satisfactory evidence to the City that Developer has sufficient available funds to finance as the Deficit for the Public Improvement Project Costs not to be financed by applicable series of PID Bond Proceeds. Such satisfactory evidence may consist of: A. A closed loan with a local bank or financial institution, acceptable to the City and its financial advisor. A representative for the City shall have access to such loan documentation for review. B. A letter of credit with a financial institution in favor of the City to allow for withdrawal by the City without condition, in a form acceptable to the City and its financial advisor. A representative for the City shall have access to such letter of credit documentation for review. (d) No PID Bond Proceeds shall be released to the Developer until evidence of funding of the Deficit has been provided. Section 3.04. Apportionment and Levy of Assessments. (a) In order to be reimbursed from Assessments or from PID Bond Proceeds, a Reimbursement Agreement must be entered into prior to the acceptance of the Public Improvements. The City's apportionment and levy of Assessments shall be made in accordance with the PID Act. The City shall remit the draft Service and Assessment Plan or any amendment thereto to the Developer for review at least two (2) weeks prior to its consideration by City Council. (b) Concurrently with the levy of the Assessments on each PID Phase, the Developer and its Affiliates shall execute and deliver a Landowner Consent in the form attached as Exhibit E for all land owned or controlled by Developer or its Affiliates, or otherwise evidence consent to the creation of the PID and the levy of Assessments therein and shall record evidence and notice of the Assessments in the real property records of Harris County. The City shall not levy Assessments on property within the PID without an executed Landowner Consent from each landowner within the PID whose property is being assessed. Section 3.05. Transfer of Property. Other than the sale of the Property to the Developer, notwithstanding anything to the contrary contained herein, no sale of property within the PID (or in a PID Phase, if applicable) in which Assessments are to be levied, shall occur prior to the City's levy of Assessments in the PID (or PID Phase) unless the Developer provides the City with an executed consent to the creation of the PID and the levy of Assessments, in a form acceptable to the City with respect to the purchased property. In addition, evidence of any transfer of property in the PID prior to the levy of Assessments on such property shall be provided to the City prior to the levy of Assessments on such property. The City shall require consent of each subsequent owner of Assessed Property in the PID to the levy of Assessments on each property and to the -13- creation of the PID prior to Assessments being levied on such owner's property. The Developer understands and acknowledges that evidence of land transfer, the execution of the Landowner Consent, appraisal district certificate and property record recording will be required from each owner of Assessed Property in order to levy the Assessments and shall require the consent of the purchased property owner in any land sale contract. The Developer shall provide all necessary documentation to the City with respect to any land transfers. Section 3.06. City Participation in Drainage Improvements. (a) The City has available bond funds for the construction or reimbursement of the Drainage Improvements as set forth in Exhibit I up to a maximum amount of $5,000,000, which amounts will not be paid or reimbursed from the PID or the TIRZ unless approved by the City. The Parties acknowledge that any costs spent for the Drainage Improvement prior to the execution of this Agreement shall be eligible for reimbursement by the City provided that such expenditures comply with City Regulations and the PUD. The City intends to contribute such funds during construction of the drainage improvement within the PID. The design and construction of the Drainage Improvements shall be pursuant to City Regulations and approved by the City, as shall any bid for such Drainage Improvements, if required by applicable law. The timing and manner of such contribution shall be as set forth below as may be modified by the City. (b) The City shall authorize reimbursement of the Drainage Improvements existing drainage bond proceeds. The Developer shall submit a Drainage Payment Certificate to the City for reimbursement for the costs of the Drainage Improvements, which request shall include invoices, contracts, Waivers of Liens or any other information requested by the City that is customary for the City to review prior to payment of any public improvement cost. Prior to any payment or reimbursement, all Plans and Specification associated with the Drainage Improvement have been approved by the City. The City shall review the sufficiency of each Drainage Payment Certificate with respect to compliance with this Agreement, compliance with the City Regulations, the Concept Plan and Applicable Law, within thirty (30) business days of receipt from the Developer. After review, the City shall send notice to the Developer of what is approved in each Drainage Payment Certificate and what is denied and will notify Developer of additional documentation needed. Approved costs in a Drainage Payment Certificate shall be forwarded for payment in a timely manner and the City will work with the Developer to resolve amounts not approved in each request. Section 3.07. City Improvements. The Developer shall design, construct and install the City Improvements as set forth in Exhibit K attached hereto and the City shall reimburse the Developer for the Actual Costs of the City Improvements from Assessment Revenues, PID Bond Proceeds or TIRZ Revenues, as available, up to the amounts set forth for the City improvements in the Service and Assessment Plan or TIRZ Project and Finance Plan, as applicable. Section 3.08. Fire Station Condo Regime. The City must approve the condominium regime and condominium documents relating to the subdivision of the fire station parcel before filing in the real property records of the County, and the City will not accept ownership or -14- Section 4.05. TIRZ Fund. In accordance with the TIRZ Project and Finance Plan, the City Tax Increment shall be deposited to the applicable account of the TIRZ Fund annually, after adoption of the ordinance creating the TIRZ. ARTICLE V DEVELOPMENT Section 5.01. Full Compliance with City Standards. Development and use of the Properly by Developer and its Affiliates, and any Subsequent Owner, including, without limitation, the construction, installation, maintenance, repair, and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with the then current applicable City Regulations and with the Concept Plan. Section 5.02. Planned Development. As consideration for the City's obligations under this Agreement and in consideration for the reimbursement of the Public Improvement Project Costs, the City Improvements costs, and the Drainage Improvement costs, the Developer agrees that its development and use of the Property or the development and use of the Property by Subsequent Owners, including, without limitation, the construction, installation, maintenance, repair and replacement of all buildings and all other improvements and facilities of any kind whatsoever on and within the Property, shall be in compliance with the City Regulations and the Concept Plan Any changes to the Concept Plan attached hereto must be approved by the City; provided, however, that any changes to the Concept Plan approved by the City through its regulatory functions shall be deemed to have amended the Concept Plan attached hereto. Section 5.03. Property Acquisition. With the exception of the acquisition of easement rights as set forth in Article VI hereof, the Parties acknowledge that the Developer is responsible for the acquisition of certain off -site property rights and interests to allow the Public Improvements to be constructed to serve the Property. If any portion of the Property is transferred to a Subsequent Owner, such Subsequent Owner shall be required by the Developer to allow Developer to construct the Public Improvements to serve the Property. The City agrees to allow Developer (or a Subsequent Owner, if approved by the City) the use of any City easements, rights of way or owned property as is reasonably necessary for the construction and installation of the Public Improvements. If the Developer is unable to obtain such third -party rights -of -way, consents, or easements, within 90 days of commencing efforts to obtain the needed rights -of -way, consents, or easements, the City agrees to consider the acquisition of such property (subject to City Council authorization after a finding of public necessity), at Developer's cost, 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 actually incurred by the City in the exercise of its eminent domain powers, such costs to be paid by the Developer pursuant to the Professional Services Agreement prior to any taking of land by the City. -16- Section 5.04. Conflicts. In the event of any conflict between this Agreement and any City Regulations, this Agreement shall control. ARTICLE VI 17�1�L�rL�17tTiC�I�MI[y/eltZt)�.9 Section 6.01. Fees. Development of the Property and the TIRZ Property shall be subject to payment to the City of fees charged pursuant to the City Regulations. ARTICLE VII DEVELOPMENT SPECIFIC REQUIREMENTS Section 7.01. Compliance with PUD. The Developer will comply with the terms of the PUD and the Phasing Plan. ARTICLE VIII CONSTRUCTION OF THE PUBLIC IMPROVEMENTS, DRAINAGE IMPROVEMENTS AND CITY IMPROVEMENTS Section 8.01. Designation of Construction Manager, Construction Engineers. (a) Prior to construction of any Public Improvement, Developer shall make, or cause to be made, application for any necessary permits and approvals required by City and any applicable Governmental Authority to be issued for the construction of the Public Improvements, Drainage Improvements and City Improvements and shall obligate each general contractor, architect, and consultants who work on the Public Improvements, Drainage Improvements and City Improvements to obtain all applicable permits, licenses or approvals as required by Applicable Law. The Developer shall require or cause the design, inspection and supervision of the construction of the Public Improvements, Drainage Improvements and City Improvements to be undertaken in accordance with City Regulations, the Concept Plan and Applicable Law. (b) The Developer shall design and construct or cause the design and construction of the Public Improvements, Drainage hnprovements and City Improvements, together with and including the acquisition, at its sole costs, of any and all easements or fee simple title to such land necessary to provide for and accommodate the Public Improvements, Drainage Improvements and City Improvements. (c) Developer shall comply, or shall require its contractors to comply, with all local and state laws and regulations, including the City Regulations, regarding the design and -17- construction of the Public Improvements, Drainage Improvements and City Improvements applicable to similar facilities constructed by City, including, but not limited to, the requirement for payment, performance and two- year maintenance bonds for the Public Improvements, Drainage Improvements and City Improvements at 100%. (d) Upon Completion of Construction of the Public Improvements, Drainage Improvements and City Improvements, Developer shall provide or cause to be provided a final cost summary of all Public Improvement Project Costs incurred and paid associated with the construction of that portion of the Public Improvements, Drainage Improvements and City Improvements and provide proof that all amounts owing to contractors and subcontractors have been paid in full evidenced by the "all bills paid" affidavits, Waiver of Liens and lien releases executed by Developer and/or its contractors with regard to that portion of the Public Improvements, Drainage Improvements and City Improvements. Evidence of payment to the applicable contractors and subcontractors shall be provided prior to the reimbursement of the costs of any portion of the Public Improvements, Drainage Improvements and City Improvements. (e) Developer agrees to require the contractors and subcontractors or Subsequent Onwers which construct the Public Improvements, Drainage Improvements and City Improvements to provide payment, performance and two-year maintenance bonds in forms reasonably satisfactory to the City Attorney. Any surety company through which a bond is written shall be a surety company duly authorized to do business in the State of Texas, provided that the City Attorney has the right to reasonably reject any surety company regardless of such company's authorization to do business in Texas. Evidence of payment and performance bonds shall be delivered to the City prior to Commencement of Construction of any such Public Improvements, Drainage Improvements and City Improvements. (f) Unless otherwise approved in writing by the City, all Public Improvements, Drainage Improvements and City Improvements shall be constructed and dedicated to the City in accordance with City Regulations and Applicable Law. The Public Improvements, Drainage Improvements and City Improvements within each Phase shall reach Completion of Construction by the Public Improvement Completion Date. (g) The Developer shall dedicate or convey or cause to be dedicated or conveyed by final plat or separate instrument, without cost to the City and in accordance with the Applicable Law, all property rights (which may be an easement) necessary for the construction, operation, and maintenance of the road, water, drainage, and sewer Public Improvements, Drainage Improvements and City Improvements, at the completion of the Public Improvements, Drainage Improvements and City Improvements and acceptance by the City. Section 8.02. Construction Agreements. The Construction Agreements shall be let in the name of the Developer. The Developer's engineers shall prepare and provide, or cause the preparation and provision of all contract specifications and necessary related documents. The Developer shall provide all construction documents for the Public Improvements, Drainage Improvements and City Improvements and shall acknowledge that the City has no obligations and liabilities thereunder. The Developer shall include a provision in the construction documents for the Public Improvements, Drainage hnprovements and City Improvements that the contractor will M indemnify the City and its officers and employees against any costs or liabilities thereunder, as follows: CITY OF FRIENDSWOOD, TEXAS ("CITY") SHALL NOT BE LIABLE OR RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, HELD HARMLESS AND RELEASED BY CONTRACTOR FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE, OR DESCRIPTION, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR ANY LOSS, DAMAGE, INJURY OF ANY HIND OR CHARTER, INCLUDING DEATH, TO ANY PERSON, ENTITY, OR PROPERTY ARISING OUT OF OR OCCASIONED BY, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OF CONTRACTOR UNDER THIS CONTRACT, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT IS THE EXPRESSED INTENT OF THE PARTIES TO THIS CONTRACT THAT THE INDEMNITY PROVIDED FOR IN THIS CONTRACT IS AN INDEMNITY EXTENDED BY CONTRACTOR TO INDEMNIFY AND PROTECT CITY FROM THE CONSEQUENCES OF THE CONTRACTOR'S ACTS, INCLUDING NEGLIGENCE, WHETHER SUCH ACTS OR NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH INJURY, DEATH, OR DAMAGE. CONTRACTOR AGREES TO INDEMNIFY, DEFEND, AND SAVE CITY HARMLESS FROM ALL CLAIMS RELATING TO THE SOLE OR CONCURRENT NEGLIGENCE OF THE CONTRACTOR OR RELATING TO ANY DEMANDS OF SUBCONTRACTORS, LABORERS, WORKMEN, MECHANICS, MATERIALMEN, OR SUPPLIERS OF MACHINERY AND PARTS THEREOF, EQUIPMENT, POWER Sol TOOLS, OR SUPPLIES OBTAINED IN FURTHERANCE OF THE PERFORMANCE OF THIS AGREEMENT. The Developer or its designee shall administer the contracts. The Public Improvement Project Costs, which are estimated on Exhibit C, shall be (i) paid by the Developer or caused to be paid by the Developer, and reimbursed by the Assessments levied pursuant to the terms of a Reimbursement Agreement or (ii) paid from the proceeds of PID Bonds issued to pay the Public Improvement Project Costs. (a) The following requirements apply to Construction Agreements for Public Improvements, Drainage Improvements and City Improvements: (i) Plans and specifications shall comply with all Applicable Law, and City Regulations and all Plans and Specification shall be reviewed and approved by the City prior to the issuance of permits. The City shall have thirty (30) business days from its receipt of the first submittal of the Plans and Specifications to approve or deny the Plans and Specifications or to provide comments to the submitter. If any approved Plans and Specifications are amended or supplemented, the City shall have thirty (30) business days from its receipt of such amended or supplemented Plans and Specifications to approve or deny the Plans and Specification or provide comments back to the submitter. Any written City approval or denial must be based on compliance with applicable City Regulations or other regulatory agencies that have jurisdiction over the Development. (ii) Each Construction Agreement shall provide that the contractor is an independent contractor, independent of and not the agent of the City and that the Contractor is responsible for retaining, and shall retain, the services of necessary and appropriate architects and engineers; and (iii) Each Construction Agreement for improvements not yet under construction shall provide that the Contractor shall indemnify the City, its officers and employees for any costs or liabilities thereunder and for the negligent acts or omissions of the Contractor. (b) City's Role: Public hnprovements, Drainage Improvements and City Improvements. The City shall have no responsibility for the cost of planning, design, engineering construction, furnishing/equipping the Public Improvements, Drainage Improvements and City Improvements (before, during or after construction) except to the extent of the reimbursement the Actual Costs of the Public Improvements, Drainage Improvements and City Improvements as set forth in this Agreement. The Developer will not hold the City responsible for any costs of the Public Improvements, Drainage Improvements and City Improvements other than the reimbursements described in this Agreement. The City shall have no liability for any claims that may arise out of design or construction of the Public Improvements, Drainage Improvements and City Improvements, and the Developer shall cause all of its contractors, architects, engineers, and consultants to agree in writing that they will look solely to the Developer, not to the City, for -20- payment of all costs and valid claims associated with construction of the Public Improvements, Drainage Improvements and City Improvements. Section 8.03. Project Scope Verification. (a) The Developer will from time to time, as reasonably requested by the City Representative, verify to the City Representative that the Public Improvements, Drainage Improvements and City Improvements are being constructed in accordance with the Plans and Specifications approved by the City. To the extent the City has concerns about such verification that cannot be answered by the Developer, to the City's reasonable satisfaction, the Developer will cause the appropriate architect, engineer or general contractor to consult with the Developer and the City regarding such concerns. Section 8.04. Joint Cooperation; Access for Planning and Development. During the planning, design, development and construction of the Public Improvements, Drainage Improvements and City Improvements, the parties agree to cooperate and coordinate with each other, and to assign appropriate, qualified personnel to this project. The City staff will make reasonable efforts to accommodate urgent or emergency requests during construction. In order to facilitate a timely review process, the Developer shall use commercially reasonable efforts to cause the architect, engineer and other design professionals to attend City meetings if requested by the City, such commercially reasonable efforts to include providing that such attendance is required in its contracts with the architect, engineer and other design professionals. Section 8.05. City Not Responsible. By performing the functions described in this Article, the City shall not, and shall not be deemed to, assume the obligations or responsibilities of the Developer, whose obligations under this Agreement and under Applicable Law shall not be affected by the City's exercise of the functions described in this Article. The City's review of any Plans and Specifications is solely for the City's own purposes, and the City does not make any representation or warranty concerning the appropriateness of any such Plans and Specifications for any purpose. The City's approval of (or failure to disapprove) any such Plans and Specifications, including the Concept Plan submitted with such Plans and Specifications and any revisions thereto, shall not render the City liable for same, and the Developer assumes and shall be responsible for any and all claims arising out of or from the use of such Plans and Specifications. Section 8.06. Construction Standards and Inspection. The Public Improvements, Drainage Improvements and City Improvements will be installed within the public right-of-way or in easements granted to the City. Such easements may be granted at the time of final platting in the final plat or by separate instrument. The Public Improvements, Drainage Improvements and City Improvements shall be constructed and inspected in accordance with applicable state law, and City Regulations, and all other applicable development requirements, including those imposed by any other governing body or entity with jurisdiction over the Public Improvements, Drainage Improvements and City Improvements, and this Agreement, provided, however, that if there is any conflict, the City Regulations of the -21- governing body or entity with jurisdiction over the Public Improvement being constructed shall control. Section 8.07. Public Improvements, Drainage Improvements and City Improvements to be Owned by the City — Title Evidence. The Developer shall furnish to the City a preliminary title report for land with respect to the Public Improvements, Drainage Improvements and City Improvements, including any related rights -of -way, easements, and open spaces if any, to be acquired and accepted by the City or by any other governmental entity from the Developer and not previously dedicated or otherwise conveyed to the City, for review and approval at least 30 calendar days prior to the transfer of title of a Public Improvement to the City. The City Representative shall approve the preliminary title report unless it reveals a matter which, in the reasonable judgment of the City, could materially affect the City's use and enjoyment of any part of the property or easement covered by the preliminary title report. In the exercise of reasonable judgment, the City Representative shall review the title report using their normal and customary review process for an easement and shall only object to matters in the title report if they would do so for any other easement granted directly to the City or to be obtained by the City for a public improvement. In the event the City Representative does not approve the preliminary title report, the City shall not be obligated to accept title to the Public Improvement until the Developer has cured such objections to title to the satisfaction of the City Representative. Section 8,08. Public Improvement Constructed on City Land or the Property. If the Public Improvement is on land owned by the City, the City hereby grants to the Developer a temporary easement to enter upon such land for purposes related to construction (and maintenance pending acquisition and acceptance) of the Public Improvement. If the Public Improvement is on land owned by the Developer or a Subsequent Owner, the Developer shall dedicate easements by plat or cause such dedication by a Subsequent Owner, or shall execute and deliver to the City or cause such execution and delivery by the Subsequent Owner, such, access and maintenance easements as the City may reasonably require in recordable form, and the Developer hereby grants or causes a Subsequent Owner to grant to the City a permanent access and maintenance easement by plat or separate instrument to enter upon such land for purposes related to inspection and maintenance of the Public Improvement. All easements must be acceptable to the City. The grant of the permanent easement shall not relieve the Developer of any obligation to grant, or cause the granting to the City, title to property and/or easements related to the Public Improvement as required by this Agreement or as should in the City's reasonable judgment be granted to provide for convenient access to and routine and emergency maintenance of such Public Improvement. The provisions for inspection and acceptance of such Public Improvement otherwise provided herein shall apply. Section 8.09. Additional Requirements. In connection with the design and construction of the Public Improvements, Drainage Improvements and City Improvements, the Developer shall take or cause the following entities or persons to take the following actions and to undertake the following responsibilities: _22_ (a) The Developer shall provide to the City electronic copies of the Plans and Specifications for the Public hnprovements, Drainage Improvements and City Improvements (including revisions) as such Plans and Specifications are currently in existence and as completed after the date hereof and shall provide the City one complete set of record drawings (in electronic format) for the Public Improvements, Drainage Improvements and City Improvements, in accordance with Applicable Law; (b) In accordance with the requirements between the Developer and the City with regard to the development and construction of the Public Improvements, Drainage Improvements and City Improvements, the Developer or such person selected by and contracting with the Developer shall provide the City with a copy of the detailed construction schedule outlining the major items of work of each major construction contractor, and any revisions to such schedule; (c) The Developer shall provide construction documents, including the Plans and Specifications to the City, signed and sealed by one or more registered professional architects or engineers licensed in the State of Texas at the time the construction documents are submitted to the City for approval; (d) The Developer shall provide the City with reasonable advance notice of any scheduled construction meetings as set forth in the construction contracts for the Public Improvements, Drainage Improvements and City Improvements, and shall permit the City to attend and observe such meetings as the City so chooses in order to monitor the project; (e) The Developer or any general contractor shall comply with, and shall require that its agents and subcontractors comply with, all Applicable Laws regarding the use, removal, storage, transportation, disposal and remediation of hazardous materials; (0 The Developer or any general contractor shall notify and obtain the City's approval for all field changes that directly result in changes to the portion of the Plans and Specifications for the Public Improvements, Drainage Improvements and City Improvements that describe the connection of such improvements with City streets, storm sewers and utilities; (g) Upon notice from the City, the Developer shall or shall cause any general contractor to promptly repair, restore or correct, on a commercially reasonable basis, all damage caused by the general contractor or its subcontractors to property or facilities of the City during construction of the Public Improvements, Drainage Improvements and City Improvements and to reimburse the City for out-of-pocket costs actually incurred by the City that are directly related to the City's necessary emergency repairs of such damage; (h) Upon notice from the City, the Developer shall promptly cause the correction of defective work and shall cause such work to be corrected in accordance with the construction contracts for the Public Improvements, Drainage Improvements and City Improvements and with City Regulations; (i) If the Developer performs any soils, construction and materials testing during construction of the Public Improvements, Drainage Improvements and City Improvements, the Developer shall make available to the City copies of the results of all such tests; and -23- Q) If any of the foregoing entities or persons shall fail to perform any of its obligations described above (or elsewhere under this Agreement), the Developer shall use its good faith efforts to enforce such obligations against such entities or persons, or the Developer may cure any material failure of performance as provided herein; and (k) The Developer shall provide any other information or documentation or services required by City Regulations; and (1) The Developer shall allow the City Representative to conduct a reasonable pre -final and final inspection of the Public Improvements, Drainage Improvements and City Improvements. Upon acceptance by the City of the Public Improvements, Drainage Improvements and City Improvements, the City shall become responsible for the maintenance of the Public Improvements, Drainage Improvements and City Improvements and making any bond or warranty claim, if applicable. Section 8.10. Revisions to Scope and Cost of Public Improvements, Drainage Improvements and City Improvements. (a) The Public Improvement Project Costs, as set forth in Exhibit C, may be modified or amended from time to time upon the approval of the City Representative, provided that the total cost of the Public Improvements shall not exceed such amounts as set forth in the applicable SAP or the Project and Financing Plan. Should the Public Improvements be amended by the City Council in a SAP pursuant to the PID Act, the City Representative shall be authorized to make corresponding changes to the applicable Exhibits attached hereto and shall keep official record of such amendments. (b) Should the Public Improvement Project Costs exceed the amounts set forth in the SAP, the Developer shall be responsible for such excess costs and such excess costs shall not be reimbursed by the City. The City shall only reimburse the Public Improvement Project Costs in the amounts set forth in the SAP. (c) Any Actual Costs of the City Improvements in excess of the amounts set forth in the SAP or the TIRZ Project and Finance Plan shall not be subject to reimbursement to the Developer. Section 8.1 I . City Police Powers. The Developer recognizes the authority of the City pursuant to the Texas Constitution together with the City's charter and ordinances to exercise its police powers in accordance with Applicable Laws to protect the public health, safety, and welfare. The City retains its police powers over the Developer's or its general contractor's construction activities on or at the Property, and the Developer recognizes the City's authority to take appropriate enforcement action in accordance with Applicable Law to provide such protection. No lawful action taken by the City pursuant to these police powers shall subject the City to any liability under this Agreement, including without limitation liability for costs incurred by any general contractor or the Developer, and as between the Developer and the City, any such costs shall be the sole responsibility of the Developer and any of its general contractors and shall not be reimbursable from PID Bond Proceeds. -24- Section 8.12. Title and Mechanic's Liens. (a) Title. The Developer agrees that the Public Improvements, Drainage hnprovements and City Improvements shall not have a lien or cloud on title upon their dedication to and acceptance by the City. (b) Mechanic's Liens. Developer shall not create nor allow or permit any liens, encumbrances, or charges of any kind whatsoever against the Public Improvements, Drainage Improvements and City Improvements arising from any work performed by any contractor by or on behalf of the Developer. The Developer shall not permit any claim of lien made by any mechanic, materialman, laborer, or other similar liens to stand against the Public Improvements, Drainage Improvements and City Improvements for work or materials furnished to the Developer in connection with any construction, improvements, renovation, maintenance or repair thereof made by the Developer or any contractor, agent or representative of the Developer. The Developer shall cause any such claim of lien to be fully discharged prior to the earlier of (i) the date of acceptance of the applicable Public Improvement by the City of the related Public Improvement or (ii) 180 days. Section 8.13. City Consents. Any consent or approval by or on behalf of the City required in connection with the design, construction, improvement or replacement of the Public Improvements, Drainage Improvements and City Improvements or otherwise under this Agreement shall not be unreasonably withheld, delayed, or conditioned. Any review associated with any determination to give or withhold any such consent or approval shall be conducted in a timely and expeditious manner with due regard to the cost to the Developer associated with delay. Section 8.14. Right of the City to Make Inspection. (a) At any time during regular business hours during the construction of the Public Improvements, Drainage Improvements and City Improvements, the City shall have the right to enter the Property for the purpose of inspection of the progress of construction on the Public Improvements, Drainage Improvements and City Improvements; provided, however, the City Representative shall comply with reasonable restrictions generally applicable to all visitors to the Development that are imposed by the Developer or its General Contractor or subcontractors. The Developer shall pay the standard City inspection fees or the City's cost for the retention of a third - party inspector, whichever is applicable. (b) Inspection of the construction of all Public Improvements, Drainage Improvements and City Improvements shall be by the City Representative or his/her designee. In accordance with Sections 5.03, the Developer shall pay the inspection fee which may be included as a Public Improvement Project Cost. (c) City may enter the Property in accordance with customary City procedures and Applicable Law to make any repairs or perform any maintenance of Public Improvements, Drainage Improvements and City Improvements which the City has accepted for maintenance. If, during construction of the Public Improvements, Drainage Improvements and City hnprovements, the Developer is in default under this Agreement beyond any applicable cure period or in the event W411 of an emergency which is not being timely addressed, the City may enter the Property to make any repairs to the Public Improvements, Drainage Improvements and City Improvements that have not been accepted for maintenance by the City, of every kind or nature, which the Developer is obligated under this Agreement to repair or maintain but which the Developer has failed to perform after the City's written thirty (30)-day notice (other than in the case of an emergency in which notice is impossible or impractical). The Developer shall be obligated to reimburse the City the reasonable costs incurred by the City for any such repairs. Nothing contained in this paragraph shall be deemed to impose on the City any obligation to actually make repairs or alterations on behalf of the Developer. Section 8.15. Competitive Bidding. The construction of the Public Improvements (which are funded from Assessments) is anticipated to be exempt from competitive bidding pursuant to Texas Local Government Code Section 252.022(a)(9). In the event that the Actual Costs of the Public Improvement do not meet the parameters for exemption from the competitive bid requirement, then either competitive bidding or alternative delivery method may be utilized by the Developer as allowed by Applicable Law. ARTICLE IX PAYMENT OF PUBLIC IMPROVEMENTS Section 9.01. Overall Requirements. (a) The City shall not be obligated to provide funds for any Public Improvement, except from the proceeds of the PID Bonds or from Assessments pursuant to a Reimbursement Agreement or TIRZ Revenues. The City makes no warranty, either express or implied, that the proceeds of the PID Bonds available for reimbursement of the Public Improvement Project Costs will be sufficient for the construction or acquisition of all of the Public Improvements or the City Improvements, to the extent applicable. Any costs of the Public Improvements in excess of the available PID Bond Proceeds or Assessments pursuant to a Reimbursement Agreement may be paid or reimbursed by the City from TIRZ Revenues up to the amount set forth in the TIRZ Project and Finance Plan or the TIRZ Cap. Any costs of the City Improvements in excess of the amounts set forth in the Service and Assessment Plan shall be reimbursed from TIRZ Revenues, up to the amount set forth in the TIRZ Project and Finance Plan or the TIRZ Cap. Any costs of the Drainage Improvements in excess of the City's $5,000,000 shall be reimbursed from TIRZ Revenues, up to the amount set forth in the TIRZ Project and Finance Plan or the TIRZ Cap. The Developer acknowledges and agrees that any lack of availability of monies in the Project Funds established under the Indentures to reimburse the costs of the Public Improvements shall in no way diminish any obligation of the Developer with respect to the construction of or contributions for the Public Improvements required by this Agreement, or any other agreement to which the Developer is a party, or any governmental approval to which the Developer or Property is subject. (b) The City's obligation with respect to the reimbursement from Assessments of the Public Improvement Project Costs as finally set forth in the Service and Assessment Plan, shall be limited to the lower of Actual Costs or the available Net PID Bond Proceeds or Assessment revenues, and shall be reimbursed solely from amounts on deposit in the Project Funds from the sale of the PID Bonds as provided herein and in the Indentures, or from Assessments collected for -26- the reimbursement or payment of such costs pursuant to Reimbursement Agreement. The Developer agrees and acknowledges that it is responsible for all costs and all expenses related to the Public Improvements in excess of the Project Cost Cap. (c) The City shall have no responsibility whatsoever to the Developer with respect to the investment of any funds held in the Project Fund by the Trustee under the provisions of the Indenture, including any loss of all or a portion of the principal invested or any penalty for liquidation of an investment. Any such loss may diminish the amounts available in the Project Fund to reimburse the Public Improvement Project Costs in the PID. The obligation of Developer to pay the Assessments is not in any way dependent on the availability of amounts in the Project Fund to pay for all or any portion of the Public Improvements Project Costs hereunder. Section 9.02. Remaining Funds after Completion of a Public Improvement. The Service and Assessment Plan shall be updated or amended, as applicable, such that the costs of the Public Improvements in the SAP match the costs set forth in the applicable construction contracts; provided that such adjustment of the SAP does not affect the benefit analysis. Then, after the Completion of Construction of a Public Improvement payment or reimbursement for such Public Improvement, there are Cost Underruns, any remaining budgeted cost(s) may be available to reimburse Cost Overruns on any other Public Improvement with the approval of the City Representative, such approval not to be unreasonably withheld, at completion of the Public Improvements in the PID (or in each PID Phase, if applicable) as set forth in the Service and Assessment Plan, are undertaken at least in part. The elimination of a category of Public Improvements as set forth in the Service and Assessment Plan will require an amendment to the Service and Assessment Plan. Upon receipt of all acceptance letters from the City for the Public Improvements within an improvement category as set forth in the Service and Assessment Plan, any Underruns from that category may be released to reimburse for Overruns in another improvement category, as approved by the City. Section 9.03. Payment Process for Public Improvements. (a) The City shall authorize reimbursement of the Public Improvement Project Costs from (i) PID Bond Proceeds or from (ii) Assessments collected in the PID as set forth in 9.04 below. The Developer shall submit a Payment Certificate to the City for Public Improvement Project Costs. The form of the Payment Certificate is set forth in Exhibit F, as may be modified by the applicable Indenture or Reimbursement Agreement. The City shall review the sufficiency of each Payment Certificate with respect to compliance with this Agreement, compliance with the City Regulations, the Concept Plan and Applicable Law, and compliance with the applicable SAP and Plans and Specifications within thirty (30) days of receipt from the Developer. After review, the City shall send notice to the Developer of what is approved in each Payment Certificate and what is denied and will notify Developer of additional documentation needed to resolve disputes related to the portions that are not approved. Approved costs in a Payment Certificate shall be forwarded for payment in a timely manner and the City will work with the Developer to resolve amounts not approved in each Payment Certificate. -27- (b) The City shall reimburse the Public Improvement Project Costs as set forth in Exhibit C and the SAP, from funds available pursuant to the applicable Indenture or Reimbursement Agreement. (c) Reimbursement to the Developer and the City for administrative costs relating to the creation of the PID, the levy of assessments and issuance of the PID Bonds may be distributed at closing of the applicable series of PID Bonds pursuant to a Closing Disbursement Request, in the form attached as Exhibit G. Section 9.04. Public Improvements Reimbursement from Assessment Fund In the Event of a Non -Issuance of PID Bonds. (a) The reimbursement for costs of the Public Improvements set forth in Exhibit-C and in the Service and Assessments Plan may be made on an annual basis from Assessments levied by the City for the Public Improvements pursuant to Chapter 372, Texas Local Government Code, as amended, if requested by the Developer and agreed to by the City. Such reimbursement shall be made pursuant to the terms and provisions of one or more Reimbursement Agreements. Such Reimbursement Agreements shall set forth the terms of the annual reimbursement for the costs of the Public Improvements. (b) Reimbursement or payment of the costs of the Public Improvements, shall only be made from the levy of Assessments within the PID, as set forth herein. (c) The term, manner and place of payment or reimbursement to the Developer under this Section shall be set forth in the Reimbursement Agreement. (d) Reimbursement or payment shall be made only for the costs of the Public Improvements as set forth in this Agreement, the Service and Assessment Plan or in a Reimbursement Agreement, as approved by the City. Any additional public improvements other than the Public Improvements constructed by the Developer and dedicated to the City, shall not be subject to payment or reimbursement under the terms of this Agreement. Section 9.05. Rights to Audit. (a) The City shall have the right to audit, upon reasonable notice and at the City's own expense, records of the Developer with respect to the expenditure of funds to pay Public Improvement Project Costs. Upon written request by the City, the Developer shall give the City or its agent, access to those certain records controlled by, or in the direct or indirect possession of, the Developer (other than records subject to legitimate claims of attorney -client privilege) with respect to the expenditure of Public Improvement Project Costs, and permit the City to review such records in connection with conducting a reasonable audit of such fund and account. The Developer shall make these records available to the City electronically or at a location that is reasonably convenient for City staff. (b) The City and the Developer shall reasonably cooperate with the assigned independent auditors (internal or external) in this regard, and shall retain and maintain all such records for at least 2 years from the date of Completion of Construction of the Public Improvements. All audits must be diligently conducted and once begun, no records pertaining to such audit shall be destroyed until such audit is completed. ARTICLE X REPRESENTATIONS AND WARRANTIES Section 10.01. Representations and Warranties of City. The City makes the following representation and warranty for the benefit of the Developer: (a) Due Authority, No Conflict. 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). The City has all requisite power and authority to execute this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by the City and constitute legal, valid and binding obligations enforceable against the City in accordance with the terms subject to principles of governmental immunity and the enforcement of equitable rights. The consummation by the City of the transactions contemplated hereby is not in violation of or in conflict with, nor does it constitute a default under, any of the terms of any agreement or instrument to which the City is a Party, or by which the City is bound, or of any provision of any applicable law, ordinance, rule or regulation of any Governmental Authority or of any provision of any applicable order, judgment or decree of any court, or Governmental Authority. (b) Due Authority; No Litigation. No litigation is pending or, to the knowledge of the City, threatened in any court to restrain or enjoin the construction of or the Public Improvements, Drainage Improvements and City Improvements or the City's payment and reimbursement obligations under this Agreement, or otherwise contesting the powers of the City or the authorization of this Agreement or any agreements contemplated herein. Section 10.02. Representations and Warranties of Developer. The Developer makes the following representations, warranties and covenants for the benefit of the City: (a) Due Organization and Ownership. The Developer is a Texas limited liability company validly existing under the laws of the State of Texas and is duly qualified to do business in the State of Texas; and that the person executing this Agreement on behalf of it is authorized to enter into this Agreement. (b) Due Authority: No Conflict. The Developer has all requisite power and authority to execute and deliver this Agreement and to carry out its obligations hereunder and the transactions contemplated hereby. This Agreement has been, and the documents contemplated hereby will be, duly executed and delivered by the Developer and constitute the Developer's legal, valid and binding obligations enforceable against the Developer in accordance with their terms. The consummation by the Developer of the transactions contemplated hereby is not in violation of -29- Or in conflict with, nor does it constitute a default under, any term or provision of the organizational documents of the Developer, or any of the terms of any agreement or instrument to which the Developer is a Party, or by which the Developer is bound, or of any provision of any applicable law, ordinance, rule or regulation of any governmental authority or of any provision of any applicable order, judgment or decree of any court, or Governmental Authority. (c) Consents. No consent, approval, order or authorization of, or declaration or filing with any Governmental Authority is required on the part of the Developer in connection with the execution and delivery of this Agreement or for the performance of the transactions herein contemplated by the respective Parties hereto. (d) Litigation/Proceedings. To the best knowledge of the Developer, after reasonable inquiry, there are no pending or, to the best knowledge of the Developer, threatened, judicial, municipal or administrative proceedings, consent decree or, judgments which might affect the Developer's ability to consummate the transaction contemplated hereby, nor is there a preliminary or permanent injunction or other order, decree, or ruling issued by a governmental entity, and there is no statute, rule, regulation, or executive order promulgated or enacted by a governmental entity, that is in effect which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement. (e) Legal Proceedings. There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or, to the knowledge of the Developer, threatened against or affecting the Developer, any of the principals of the Developer and any key person or their respective Affiliates and representatives which the outcome of which would (a) materially and adversely affect the validity or enforceability of, or the authority or ability of the Developer under, this Agreement to perform its obligations under this Agreement; or (b) have a material and adverse effect on the consolidated financial condition or results of operations of the Developer or on the ability of the Developer to conduct its business as presently conducted or as proposed or contemplated to be conducted. ARTICLE XI MAINTENANCE OF CERTAIN IMPROVEMENTS Section 11.01. Property Owners' Association. (a) The Developer will create a property owners' association ("POA") over the property in the PID, which POA, through its conditions and restrictions filed of record in the property records of Harris County, shall be required to assess and collect from owners annual fees in an amount calculated to maintain the open spaces, common areas, right-of-way irrigation systems, raised medians and other right-of-way landscaping, detention areas, drainage areas, screening walls, trails, lawns, landscaped entrances to the Development and any other common improvements or appurtenances (the "POA Maintained Improvements"). Maintenance of any POA Maintained Improvements on land owned by the City shall be pursuant to a maintenance agreement between the POA and the City (the "POA Maintenance Agreement"). -30- (b) While the Parties anticipate that the POA established to maintain and operate the POA Maintained Improvements, will adequately perform such duties, in the event that the City determines that the POA is not adequately performing the duties for which it was created, which non-performance shall be evidenced by violations of the POA Maintenance Agreement, applicable deed restrictions and/or applicable City ordinances, the City reserves the right to levy an assessment each year equal to the actual costs of operating and maintaining the POA Maintained Improvements that are owned by the City. The City agrees that it will not levy such assessments without first giving the POA written notice of the deficiencies and providing the POA with sixty (60) days in which to cure the deficiencies. (c) The City may review the covenants, conditions and restrictions for the POA prior to their filing and such covenants, conditions and restrictions must be filed with the final plat, prior to the City's acceptance of any Public Improvements, Drainage Improvements and City Improvements to be maintained by the POA. ARTICLE XII TERMINATION EVENTS Section 12.01. Developer Termination Events. (a) The Developer may terminate this Agreement (i) upon an Event of Default by the City, or (ii) in the event the City does not create the PID and approve the TIRZ Project and Finance Plan, or levy Assessments and issue PID Bonds pursuant to this Agreement. Section 12.02. City Termination Events. (a) The City may terminate this Agreement with respect to the applicable PID Phase and any remaining PID Phase, upon an uncured Event of Default by the Developer pursuant to Article XV herein. (b) The City may terminate this Agreement, (i) if Commencement of Construction of the private horizontal improvements within the Development has not occurred within three (3) years of the Effective Date, or (ii) if the Development is divided into PID Phases, no Commencement of Construction has begun in a PID Phase within one (1) year of completion of the Public Improvements, Drainage Improvements and City Improvements in the prior PID Phase. Section 12.03. Termination Procedure. If either Party determines that it wishes to terminate this Agreement pursuant to this Article, such Party must deliver a written notice to the other Party specifying in reasonable detail the basis for such termination and electing to terminate this Agreement. Upon such a termination, the Parties hereto shall have no duty or obligation one to the other under this Agreement, with the exception of any of Developer's Public Improvement Project Costs that were previously advanced or incurred as of the date of termination, provided that a Payment Certificate for such Public Improvement Project Costs is submitted within ninety (90) days of the termination and is approved by the City pursuant to its normal and usual process for approving such Payment Certificate. The City must approve such Payment Certificate within thirty (30) days or submit to the Developer its -31- objections/issues with such Payment Certificate and reasonably consult with the Developer to cure any insufficiencies in the Payment Certificate within an additional thirty (30) days. Section 12.04. City Actions Upon Termination. Upon termination the Developer shall have no claim or right to any further payments for Public Improvements Project Costs pursuant to this except that, (i) any Public Improvements completed and accepted by the City or (ii) Public Improvement Project Costs submitted pursuant to a Payment Certificate and approved by the City shall still be subject to reimbursement. Any Public Improvement Project Costs submitted to the City but still under review at the time of termination of this Agreement may be paid if subsequently approved by the City. ARTICLE XIII TERM This Agreement shall terminate upon the earlier of (i) the expiration of ten (10) years from the Effective Date, (ii) the date upon which the City and Developer discharge their obligations herein including construction of the Public Improvements and payment of or reimbursement for the Public Improvement Project Costs (up to the Project Cost Cap), the Actual Costs of the Drainage Improvements or Actual Costs of the City Improvements, pursuant to this Agreement, as may be modified by the SAP or the TIRZ Project and Finance Plan, or (ii) the occurrence of a termination event under Article XII. Provided, however, that to the extent PID Bonds have been issued for a PID Phase, the use of the City Tax Increment to subsidize Assessments shall continue, as set forth in the applicable SAP, until such PID Bonds are discharged, and to the extent the TIRZ obligations remain outstanding, the use of TIRZ Revenues shall continue, as set forth in the TIRZ project and Finance Plan and this Agreement, until such TIRZ obligations are discharged. ARTICLE XIV DEFAULT AND REMEDIES Section 14.01. Developer Default. Each of the following events shall be an "Event of Default' by the Developer under this Agreement: (a) The Developer shall fail to pay to the City any monetary sum hereby required of it as and when the same shall become due and payable and shall not cure such default within thirty (30) calendar days after the later of the date on which written notice thereof is given by the City to the Developer, as provided in this Agreement. The Developer shall fail in any material respect to maintain any of the insurance or bonds required by this Agreement; provided, however, that if a contractor fails to maintain any of the insurance or bonds required by this Agreement, the Developer shall have thirty (30) calendar days to cure. (b) The Developer shall fail to comply in any material respect with any term, provision or covenant of this Agreement (other than the payment of money to the City), and shall not cure -32- such failure within ninety (90) calendar days after written notice thereof is given by the City to the Developer; (c) The filing by Developer of a voluntary proceeding under present or future bankruptcy, insolvency, or other laws respecting debtors, rights; (d) The consent by Developer to an involuntary proceeding under present or future bankruptcy, insolvency, or other laws respecting debtor's rights; (e) The entering of an order for relief against Developer or the appointment of a receiver, trustee, or custodian for all or a substantial part of the property or assets of Developer in any involuntary proceeding, and the continuation of such order, judgment or degree unstayed for any period of ninety (90) consecutive days; (0 The failure by Developer or any Affiliate to pay Impositions, and Assessments on property owned by the Developer and/or any Affiliates within the PID if such failure is not cured within thirty (30) calendar days after written notice by the City; provided, however, Developer or any Affiliate may follow legal procedures to protest or contest their taxable appraised value. (g) Any representation or warranty confirmed or made in this Agreement by the Developer was untrue as of the Effective Date; or Section 14.02. Notice and Cure Period. (a) Before any Event of Default under this Agreement shall be deemed to be a breach of this Agreement, the Party claiming such Event of Default shall notify, in writing, the Party alleged to have failed to perform the alleged Event of Default and shall demand performance (with the exception of 14.01(f) above). Except with respect to cure periods set forth in 14.01 above, which shall be controlling, no breach of this Agreement may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining Party within thirty (30) calendar days of the receipt of such notice (or thirty (30) calendar days in the case of a monetary default), with completion of performance within ninety (90) calendar days. (b) Notwithstanding any provision in this Agreement to the contrary, if the performance of any covenant or obligation to be performed hereunder by any Party is delayed by Force Majeure, the time for such performance shall be extended by the amount of time of the delay directly caused by and relating to such uncontrolled circumstances. The Party claiming delay of performance as a result of any of the foregoing Force Majeure events shall deliver written notice of the commencement of any such delay resulting from such Force Majeure event and the length of the Force Majeure event is reasonably expected to last not later than fourteen (14) days after the claiming Party becomes aware of the same, and if the claiming Party fails to so notify the other Party of the occurrence of a Force Majeure event causing such delay, the claiming Party shall not be entitled to avail itself of the provisions for the extension of performance contained in this Article. The number of days a Force Majeure event is in effect shall be determined by the City based upon commercially reasonable standards. U31 Section 14.03. City's Remedies. With respect to the occurrence of an Event of Default the City may pursue the following remedies: (a) The City may pursue any legal or equitable remedy or remedies, including, without limitation, specific performance, damages, (excluding punitive, special, or consequential damages) and termination of this Agreement. The City shall not terminate this Agreement unless it delivers to the Developer a second notice expressly providing that the City will terminate within thirty (30) additional days. Termination or non -termination of this Agreement upon a Developer Event of Default shall not prevent the City from suing the Developer for specific performance, damages, actual damages, (excluding punitive, special, or consequential damages), injunctive relief or other available remedies with respect to obligations that expressly survive termination. In the event the Developer fails to pay any of the expenses or amounts or perform any obligation specified in this Agreement, then to the extent such failure constitutes an Event of Default hereunder, the City may, but shall not be obligated to do so, pay any such amount or perform any such obligations and the amount so paid and the reasonable out of pocket costs incurred by the City in said performance shall be due and payable by the Developer to the City within thirty (30) days after the Developer's receipt of an itemized list of such costs. (b) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder now or hereafter existing at law or in equity. (c) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. Section 14.04. City Default. Each of the following events shall be an Event of Default by the City under this Agreement: (a) So long as the Developer has complied with the terms and provisions of this Agreement, the City shall fail to pay to the Developer any monetary sum hereby required of it and shall not cure such default within ninety (90) calendar days after the later of the date on which written notice thereof is given to the City by the Developer. (b) The City shall fail to comply in any material respect with any term, provision or covenant of this Agreement, other than the payment of money, and shall not cure such failure within sixty (60) calendar days after written notice thereof is given by the Developer to the City. Section 14.05. Developer's Remedies. (a) Upon the occurrence of any Event of Default by the City, the Developer may pursue any legal or equitable remedy or remedies specifically including damages as set forth below (specifically excluding punitive, special, or consequential damages), and termination of this Agreement; provided, however, that the Developer shall have no right to terminate this Agreement unless the Developer delivers to the City a second notice which expressly provides that the Developer will terminate within thirty (30) days if the default is not addressed as herein provided. -34- (b) No remedy herein conferred or reserved is intended to be inclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder now or hereafter existing. (c) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. Section 14.06. No Waiver of Immunity. (a) Nothing contained in this Agreement shall be deemed to waive the City's governmental immunity nor the official immunity of any City offer, official, employee or agent. (b) Should a court of competent jurisdiction determine the City's immunity from suit is waived is any manner other than as provided in Subchapter I of Chapter 271, Texas Local Government Code, as amended, the Parties hereby acknowledge and agree that in such suit against the City for breach of this Agreement: (i) The total amount of money awarded is limited to actual damages in an amount not to exceed the balance due and owed by City under this Agreement or any Reimbursement Agreement and is payable solely from Assessment revenues or TIRZ revenues; (ii) The recovery of damages against City or the Developer may not include punitive, damages, special damages, or consequential damages; and (iii) The Parties may not recover attorney's fees. Section 14.07. Limitation on Damages. In no event shall any Party have any liability under this Agreement for any exemplary or consequential damages. Section 14.08. Waiver. Forbearance by the non -defaulting Party to enforce one or more of the remedies herein provided upon the occurrence of an Event of Default by the other Party shall not be deemed or construed to constitute a waiver of such default. One or more waivers of a breach of any covenant, term or condition of this Agreement by either Party hereto shall not be construed by the other Party as a waiver of a different or subsequent breach of the same covenant, term or condition. The consent or approval of either Party to or of any act by the other Party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary the consent to or approval of any other subsequent similar act. -35- ARTICLE XV INSURANCE, INDEMNIFICATION AND RELEASE Section 15.01.Insurance. With no intent to limit any contractor's liability or obligation for indemnification, the Developer shall maintain or cause to be maintained, by the persons constructing the Public Improvements, certain insurance, as provided below in frill force and effect at all times during construction of the Public Improvements and shall require that the City is named as an additional insured under such contractor's insurance policies. (a) With regard to the obligations of this Agreement, the Developer shall obtain and maintain in full force and effect at its expense, or shall cause each contractor to obtain and maintain at their expense, the following policies of insurance and coverage: (i) Commercial general liability insurance insuring the City, contractor and the Developer against liability for injury to or death of a person or persons and for damage to property occasioned by or arising out of the activities of Developer, the contractor, the City and their respective officers, directors, agents, contractors, or employees, in the amount of $1,000,000 Per Occurrence or a limit equal to the amount of the contract amount, $2,000,000 General Aggregate Bodily Injury and Property Damage. The contractor may procure and maintain a Master or Controlled Insurance policy to satisfy the requirements of this section, which may cover other property or locations of the contractor and its affiliates, so long as the coverage required in this section is separate; (ii) Worker's Compensation insurance as required by law; (iii) Business automobile insurance covering all operations of the contractor pursuant to the Construction Agreement involving the use of motor vehicles, including all owned, non -owned and hired vehicles with minimum limits of not less than One Million Dollars ($1,000,000) combined single limit for bodily injury, death and property damage liability. (iv) To the extent available, each policy shall be endorsed to provide that the insurer waives all rights of subrogation against the City; (v) Each policy of insurance with the exception of Worker's Compensation and professional liability shall be endorsed to include the City (including its former, current, and future officers, directors, agents, and employees) as additional insureds; (vi) Each policy, with the exception of Worker's Compensation and professional liability, shall be endorsed to provide the City sixty (60) days' written notice prior to any cancellation, termination or material change of coverage; and (vii) The Developer shall cause each contractor to deliver to the City the policies, copies of policy endorsements, and/or certificates of insurance evidencing the required insurance coverage before the Commencement of Construction of the Public -36- Improvements and within 10 days before expiration of coverage, or as soon as practicable, deliver renewal policies or certificates of insurance evidencing renewal and payment of premium. On every date of renewal of the required insurance policies, the contractor shall cause a Certificate of Insurance and policy endorsements to be issued evidencing the required insurance herein and delivered to the City. In addition the contractor shall within ten (10) business days after written request provide the City with the Certificates of Insurance and policy endorsements for the insurance required herein (which request may include copies of such policies). Section 15.02. Waiver of Subrogation Rights. The Commercial General Liability, Worker's Compensation, Business Auto and Excess Liability Insurance required pursuant to this Agreement shall provide for waivers of all rights of subrogation against the City. Section 15.03. Additional Insured Status. With the exception of Worker's Compensation Insurance and any Professional Liability Insurance, all insurance required pursuant to this Agreement shall include and name the City as additional insureds using Additional Insured Endorsements that provide the most comprehensive coverage to the City under Texas law including products/completed operations. Section 15.04. Certificates of Insurance. Certificates of Insurance and policy endorsements in a form satisfactory to City shall be delivered to City prior to the commencement of any work or services on the Public Improvements. All required policies shall be endorsed to provide the City with sixty (60) days advance notice of cancellation or non -renewal of coverage. The Developer shall provide sixty (60) days written notice of any cancellation, non -renewal or material change in coverage for any of the required insurance in this Article. On every date of renewal of the required insurance policies, the Developer shall cause (and cause its contractors) to provide a certificate of insurance and policy endorsements to be issued evidencing the required insurance herein and delivered to the City. In addition, the Developer shall, within ten (10) business days after written request, provide the City with certificates of insurance and policy endorsements for the insurance required herein (which request may include copies of such policies). The delivery of the certificates of insurance and the policy endorsements (including copies of such insurance policies) to the City is a condition precedent to the payment of any amounts to the Developer by the City. Section 15.05. Carriers. All policies of insurance required to be obtained by the Developer and its contractors pursuant to this Agreement shall be maintained with insurance carriers that are satisfactory to and as reasonably approved by City, and lawfully authorized to issue insurance in the state of Texas for the types and amounts of insurance required herein. All insurance companies providing the required insurance shall be authorized to transact business in Texas and rated at least "A" by AM Best or other equivalent rating service. All policies must be written on a primary basis, non- -37- contributory with any other insurance coverage and/or self-insurance maintained by the City. All insurance coverage required herein shall be evidenced by a certificate of insurance and policy endorsements submitted by the Developer's and its contractors' insurer or broker. Certificates of insurance and policy endorsements received from any other source will be rejected. Section 15.06. INDEMNIFICATION. DEVELOPER AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY AND ITS RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, FINES, PENALTIES, COSTS AND EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH), PROPERTY DAMAGE OR OTHER HARM OR VIOLATIONS FOR WHICH RECOVERY OF DAMAGES, FINES, OR PENALTIES IS SOUGHT, SUFFERED BY ANY PERSON OR PERSONS, THAT MAY ARISE OUT OF OR BE OCCASIONED BY DEVELOPER'S ACT OR OMISSION, INCLUDING BUT NOT LIMITED TO BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS CONTRACT, VIOLATIONS OF LAW, ANY ACT OR OMISSION, INCLUDING BUT NOT LIMITED TO ANY NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, OR STRICTLY LIABLE ACT OR OMISSION OF THE CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR SUBCONTRACTORS, AND THEIR RESPECTIVE OFFICERS, AGENTS, OR REPRESENTATIVES, OR ANY OTHER PERSONS OR ENTITIES FOR WHICH THE CONTRACTOR IS LEGALLY RESPONSIBLE IN THE PERFORMANCE OF THIS CONTRACT. THE INDEMNITY PROVIDED FOR IN THIS PARAGRAPH SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE SOLE NEGLIGENCE OF THE CITY, AND ITS OFFICERS, AGENTS, EMPLOYEES OR SEPARATE CONTRACTORS. THE CITY DOES NOT WAIVE ANY GOVERNMENTAL IMMUNITY OR OTHER DEFENSES AVAILABLE TO IT UNDER TEXAS OR FEDERAL LAW. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND ARE NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. DEVELOPER AT ITS OWN EXPENSE IS EXPRESSLY REQUIRED TO DEFEND CITY AGAINST ALL SUCH CLAIMS. CITY RESERVES THE RIGHT TO PROVIDE A PORTION OR ALL OF ITS OWN DEFENSE; HOWEVER, CITY IS UNDER NO OBLIGATION TO DO SO. ANY SUCH ACTION BY CITY IS NOT TO BE CONSTRUED AS A WAIVER OF DEVELOPER'S OBLIGATION TO DEFEND CITY OR AS A WAIVER OF DEVELOPER'S OBLIGATION TO INDEMNIFY CITY PURSUANT TO THIS AGREEMENT. DEVELOPER SHALL RETAIN DEFENSE COUNSEL WITHIN SEVEN (7) BUSINESS DAYS OF CITY'S WRITTEN NOTICE THAT CITY IS INVOKING ITS RIGHT TO INDEMNIFICATION UNDER THIS AGREEMENT, IF DEVELOPER FAILS TO RETAIN COUNSEL WITHIN THE REQUIRED TIME PERIOD, CITY SHALL HAVE THE RIGHT TO RETAIN DEFENSE COUNSEL ON ITS OWN BEHALF AND DEVELOPER SHALL BE LIABLE FOR ALL COSTS INCURRED BY THE CITY. -38- ARTICLE XVI GENERAL PROVISIONS Section 16.01. Notices. Any notice, communication or disbursement required to be given or made hereunder shall be in writing and shall be given or made by facsimile or other electronic transmittal, hand delivery, overnight courier, or by United States mail, certified or registered mail, return receipt requested, postage prepaid, at the addresses set forth below or at such other addresses as may be specified in writing by any Party hereto to the other parties hereto. Each notice which shall be mailed or delivered in the manner described above shall be deemed sufficiently given, served, sent and received for all purpose at such time as it is received by the addressee (with return receipt, the delivery receipt or the affidavit of messenger being deemed conclusive evidence of such receipt) at the following addresses: To the City: City Manager 910 S. Friendswood Dr. Friendswood, Texas 77546 To the Developer: Attn: Louis Tannos Madison Development Corp., LLC 505 S. Friendswood Dr., Suite 119 Friendswood, Texas 77546 And to: Attn: Russell Handy Wolfgramm Capital 1410 East Winding Way, Suite E Friendswood, Texas 77546 With a copy to: Attn: Ross Martin Winstead PC 2728 N. Harwood St., Suite 500 Dallas, Texas 75201 Section 16.02. Make -Whole Provision. (a) If in any calendar year the City issues debt obligations that would be qualified tax- exempt obligations but for the issuance or proposed issuance of PID Bonds, the Developer shall pay to the City a fee (the "PID Bond Fee") to compensate the City for the interest savings the City would have achieved had the debt issued by the City been qualified tax-exempt obligations. Prior to issuance of any PID Bonds, the City's financial advisor shall calculate the PID Bond Fee based on the issued and planned debt issuances for the City and shall notify the Developer of the total amount of the PID Bond Fee prior to the issuance of the PID Bonds. The Developer agrees to pay the PID Bond Fee to the City within ten (10) business days after receiving notice from the City of the amount of PID Bond Fee due to the City. If the City has not forgone the ability to issue a series of obligations as qualified tax exempt obligations, the PID Bond Fee shall be held in a segregated -39- account of the City and if the total amount of debt obligations sold or entered into by the City in the calendar year in which the PID Bonds are issued are less than the bank qualification limits (currently $10 million per calendar year), then the PID Bond Fee shall be returned to the Developer. The City shall not be required to sell any series of PID Bonds until the Developer has paid the estimated PID Bond Fee. (b) If the City is planning to issue debt obligations as qualified tax exempt obligations prior to the issuance of PID Bonds in any calendar year, the City may (but is not obligated to) notify the Developer that it is planning to issue qualified tax-exempt obligations that may limit the amount of debt that the City can issue in a calendar year. In connection with the delivery of such notice, the City's financial advisor shall provide a calculation of the interest savings that the City would achieve by issuing the obligations the City plans to issue in the year as qualified tax-exempt obligations as opposed to non -qualified tax-exempt obligations. If following the receipt of such notice the Developer asks the City to forego designating the obligations as qualified tax-exempt obligations in order to preserve capacity for PID Bonds, the Developer shall pay to the City a fee to compensate the City for the interest savings the City would have achieved had the debt issued by the City been qualified tax-exempt obligations. The Developer agrees to pay the PID Bond Fee to the City within ten (10) business days after receiving notice from the City of the amount of PID Bond Fee due to the City. Upon receipt of the PID Bond Fee, the City agrees not to designate the obligations planned for issuance as qualified tax-exempt obligations. Such payment is compensation to the City for choosing to forego the designation of obligations as qualified tax- exempt obligations, and the PID Bond Fee may be used for any lawful purpose of the City. Section 16.03. Assignment. (a) This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties. The obligations, requirements or covenants to develop the Property, including construction of the Public Improvements may be assigned to any Affiliate thereof without the prior written consent of the City. The obligations, requirements or covenants to the development of the Property, including construction of the Public Improvements shall not be assigned to any non -Affiliate without the prior written consent of the City Manager, which consent shall not be unreasonably withheld if the assignee demonstrates the financial ability to perform in the reasonable judgment of the City Manager. 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 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 Assignee, including a copy of each executed assignment and the Assignee's notice information as required by this Agreement, and, upon written request from the City, 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. The City shall not be required to make any representations with respect to any assignment. (b) Developer may assign any receivables or revenues due pursuant to this Agreement or any Reimbursement Agreement to a third party without the consent of, but upon written notice -40- to the City. Provided, however, that notwithstanding the above, the City shall not be required to make partial payments to more than two parties as a result of an assignment and shall not execute any consent or make any representations with respect thereto. (c) The Developer and assignees have the right, from time to time, to collaterally assign, pledge, grant a lien or security interest in, or otherwise encumber any of their respective rights, title, or interest under this Agreement for the benefit of (a) their respective lenders without the consent of, but with prompt written notice to, the City. The collateral assignment, pledge, grant of lien or security interest, or other encumbrance shall not, however, obligate any lender to perform any obligations or incur any liability under this Agreement unless the lender agrees in writing to perform such obligations or incur such liability. Provided the City has been given a copy of the documents creating the lender's interest, including notice information for the lender, then that lender shall have the right, but not the obligation, to cure any default under this Agreement within thirty (30) days written notice to the lender. A lender is not a party to this Agreement unless this Agreement is amended, with the consent of the lender, to add the lender as a Party. Notwithstanding the foregoing, however, this Agreement shall continue to bind the Property and shall survive any transfer, conveyance, or assignment occasioned by the exercise of foreclosure or other rights by a lender, whether judicial or non judicial. Any purchaser from or successor owner through a lender of any portion of the Property, except an end -user property owner, shall be bound by this Agreement and shall not be entitled to the rights and benefits of this Agreement with respect to the acquired portion of the Property until all defaults under this Agreement with respect to the acquired portion of the Property have been cured. The City shall not be required to make partial payments to more than two parties as a result of an assignment and shall not execute any consent or make any representations or execute any document with respect thereto. (d) The City shall not be required to acknowledge the receipt of any Assignment by the Developer; however, to the extent the City does acknowledge receipt of any assignment pursuant to this Section, such acknowledgment does not evidence the City's agreement, acceptance or acknowledgment of the content of the assignment documents or any rights accruing thereunder; it is solely an acknowledgment of receipt of the notice via mail, express mail or email. (e) The City does not and shall not consent to nor participate in any third -party financing based upon the Developer's assignment of its right to receive funds pursuant to this Agreement or any Reimbursement Agreement. Section 16.04. Table of Contents; Titles and Headings. The titles of the articles, and the headings of the sections of this Agreement are solely for convenience of reference, are not a part of this Agreement, and shall not be deemed to affect the meaning, construction, or effect of any of its provisions. Section 16.05. Entire Agreement; Amendment. This Agreement is the entire agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written agreement between the Parties that in any manner relates to the subject matter of this Agreement. This Agreement may only be amended by a written agreement executed by all Parties. -41- Section 16.06. Time. In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays, and legal holidays; however, if the final day of any time period falls on a Saturday, Sunday, or legal holiday, then the final day will be deemed to be the next day that is not a Saturday, Sunday, or legal holiday. Section 16.07. Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, and all of which will together constitute the same instrument. Section 16.08, Severability: Waiver. If any provision of this Agreement is illegal, invalid, or unenforceable, under present or future laws, it is the intention of the parties that the remainder of this Agreement not be affected and, in lieu of each illegal, invalid, or unenforceable provision, a provision be added to this Agreement which is legal, valid, and enforceable and is as similar in terms to the illegal, invalid, or enforceable provision as is possible. Any failure by a Party to insist upon strict performance by the other party of any material provision of this Agreement will not be deemed a waiver or of any other provision, and such Party may at any time thereafter insist upon strict performance of any and all of the provisions of this Agreement. Section 16.09. No Third -Party Beneficiaries. The City and the Developer intend that this Agreement shall not benefit or create any right or cause of action in or on behalf of any third party beneficiary, or any individual or entity other than the City, the Developer or assignees of such Parties. Section 16.10. Notice of Assignment. Developer shall not transfer any portion of the Property prior to the levy of Assessments, except as provided in Section 3.05. Subject to Section 16.03 herein, the requirements set forth below 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, benefits or obligations under this Agreement. Developer must provide the following: (a) within 30 days after the effective date of any such sale, assignment, transfer, or other conveyance, the Developer must provide written notice of same to the City; (b) the Notice must describe the extent to which any rights or benefits under this Agreement have been sold, assigned, transferred, or otherwise conveyed; -42- (c) the Notice must state the name, mailing address, and telephone contact information of the person(s) acquiring any rights or benefits as a result of any such sale, assignment, transfer, or other conveyance; (d) the 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. Section 16.11. No Joint Venture. Nothing contained in this Agreement or any other agreement between the Developer and the City is intended by the Parties to create a partnership or joint venture between the Developer, on the one hand, and the City on the other hand and any implication to the contrary is hereby expressly disavowed. It is understood and agreed that this Agreement does not create a joint enterprise, nor does it appoint either Party as an agent of the other for any purpose whatsoever. Neither Party shall in any way assume any of the liability of the other for acts of the other or obligations of the other. Each Party shall be responsible for any and all suits, demands, costs or actions proximately resulting from its own individual acts or omissions. Section 16.12. Estoppel Certificates. From time to time within fifteen (15) business days of a written request of the Developer or any future Developer, and upon the payment of a $100.00 fee to the City, the Mayor, or his/her designee is authorized, in his official capacity and to his reasonable knowledge and belief, to execute a written estoppel certificate in form approved by the City Attorney, identifying any obligations of a Developer under this Agreement that are in default. No other representations in the Estoppel shall be made by the City. Section 16.13. Independence of Action. It is understood and agreed by and among the Parties that in the design, construction and development of the Public Improvements and any of the related improvements described herein, and in the Parties' satisfaction of the terms and conditions of this Agreement, that each Party is acting independently, and the City assumes no responsibility or liability to any third parties in connection to the Developer's obligations hereunder. Section 16.14. Compliance with Disclosure Program. The Developer shall comply with the Disclosure Program attached hereto as Exhibit H. Section 16.15. Limited Recourse. No officer, director, employee, agent, attorney or representative of the Developer shall be deemed to be a Party to this Agreement or shall be liable for any of the contractual obligations created hereunder. No elected official of the City and no agent, attorney or representative of the City shall be deemed to be a Party to this Agreement or shall be liable for any of the contractual obligations created hereunder. -43- Section 16.16. Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Section 16.17. No Consent to Third Party Financing. The City does not and shall not consent to nor participate in any way in any third -party financing based upon the Developer's assignment of its right to receive funds pursuant to this Agreement or any Reimbursement Agreement. Section 16.18. Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. Section 16.19. No Acceleration. All amounts due pursuant to this Agreement and any remedies under this Agreement are not subject to acceleration. Section 16.20. Conditions Precedent. This Agreement is expressly subject to, and the obligations of the Parties are conditioned upon the City levy of the Assessments or approval of a Reimbursement Agreement. Section 16.21. No Reduction of Assessments. Following the issuance of each series of PID Bonds, the Developer agrees not to take any action or actions to reduce the total amount of the Assessments levied in payment of such PID Bonds. Section 16.22. Recording Fees. Any fees associated with the recording of documents in the real property records of Harris County in order to give initial notice of the Assessments or made pursuant to the Act, shall be paid by the Developer. Ongoing recording in the real property records of Harris County of updates to the Service and Assessment Plan shall be paid as an administrative expense of the PID. Section 16.23, Anti -Boycott Verification. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott Israel and, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2271.002, Texas Government Code. As used in the foregoing verification, `boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with -44- Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. The Developer understands `affiliate' to mean an entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. Notwithstanding anything contained herein, the representations and covenants contained in this Section 16.23 shall survive termination of the Agreement until the statute of limitations has run. Section 16.24. Iran, Sudan and Foreign Terrorist Organizations The Developer represents that neither it nor any of its parent company, wholly- or majority - owned subsidiaries, and other affiliates is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: httus://comptroller.texas.gov/purchasing/docs/sedan-list.pdf, littps-.//comptroller.texas.gov/purchasitig/does/iran-list.pdf, or litt»s:Hcomptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and excludes the Developer and each of its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization. The Developer understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with the Developer and exists to make a profit. Notwithstanding anything contained herein, the representations and covenants contained in this Section 16.24 shall survive termination of the Agreement until the statute of limitations has run. Section 16.25. Governing Law. The Agreement shall be governed by the laws of the State of Texas without regard to any choice of law rules; and venue for any action concerning this Agreement and the Reimbursement Agreement shall be in the State District Court of Harris County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. Section 16.26. Petroleum. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not boycott energy companies and will not boycott energy companies during the term of this Agreement. The foregoing verification is made solely to enable the Issuer to comply with such Section. As used in the foregoing verification, "boycott energy companies" shall mean, without an ordinary business purpose, refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations with a company because the company (A) engages in the exploration, production, utilization, transportation, sale, or manufacturing of fossil fuel -based energy and does not commit or pledge to meet environmental standards beyond applicable federal and state law; or (B) does business with a company described by (A) above. The Developer understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SEC Rule 133(f), 17 C.F.R. §230.133(f), and exists to make a profit. Notwithstanding anything contained herein, the -45- representations and covenants contained in this Section 16.26 shall survive termination of the Agreement until the statute of limitations has run. Section 16.27. Firearms. The Developer hereby verifies that it and its parent company, wholly- or majority -owned subsidiaries, and other affiliates, if any, do not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association and will not discriminate during the term of this Agreement against a firearm entity or firearm trade association. The foregoing verification is made solely to enable the Issuer to comply with such Section. As used in the foregoing verification, `discriminate against a firearm entity or firearm trade association: (a) means, with respect to the firearm entity or firearm trade association, to: (i) refuse to engage in the trade of any goods or services with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association; (ii) refrain from continuing an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association; or (iii) terminate an existing business relationship with the firearm entity or firearm trade association based solely on its status as a firearm entity or firearm trade association and (b) does not include: (i) the established policies of a merchant, retail seller, or platform that restrict or prohibit the listing or selling of ammunition, firearms, or firearm accessories; and (ii) a company's refusal to engage in the trade of any goods or services, decision to refrain from continuing an existing business relationship, or decision to terminate an existing business relationship: (aa) to comply with federal, state, or local law, policy, or regulations or a directive by a regulatory agency; or (bb) for any traditional business reason that is specific to the customer or potential customer and not based solely on an entity's or association's status as a firearm entity or firearm trade association. As used in the foregoing verification, (a) `firearm entity' means a manufacturer, distributor, wholesaler, supplier, or retailer of firearms (i.e., weapons that expel projectiles by the action of explosive or expanding gases), firearm accessories (i.e., devices specifically designed or adapted to enable an individual to wear, carry, store, or mount a firearm on the individual or on a conveyance and items used in conjunction with or mounted on a firearm that are not essential to the basic function of the firearm, including detachable firearm magazines), ammunition (i.e., a loaded cartridge case, primer, bullet, or propellant powder with or without a projectile) or a sport shooting range (as defined by Section 250.001, Texas Local Government Code), and (c) `firearm trade association' means a person, corporation, unincorporated association, federation, business league, or business organization that: (i) is not organized or operated for profit (and none of the net earnings of which inures to the benefit of any private shareholder or individual); (ii) has two or more firearm entities as members; and (iii) is exempt from federal income taxation under Section 501(a), Internal Revenue Code of 1986, as an organization described by Section 501(c) of that code. The Developer understands "affiliate" to mean an entity that controls, is controlled by, or is under common control with the Developer within the meaning of SRC Rule 133(f), 17 C.F.R. §230.133(f), and exists to make a profit. Notwithstanding anything contained herein, the representations and covenants contained in this Section 16.27 shall survive termination of the Agreement until the statute of limitations has run. -46- Section 16.28. Conflict. In the event of any conflict between this Agreement and any Indenture authorizing the PID Bond, the Indenture controls. In the event of any conflict between this Agreement and the Reimbursement Agreement, the Reimbursement Agreement shall control, except that in all cases, Applicable Law shall control. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -47- ATTEST: City Secretary CITY OF FRIENDSWOOD I: Name: Morad Kabiri Title: City Manager [SIGNATURES CONTINUE ON NEXT PAGE] Signalwe Page DEVELOPER W By: _ Name: Title: _ Date: STATE OF TEXAS § COUNTY OF § BEFORE ME, the undersigned authority, on this day personally appeared , known to me to be one of the persons whose names are subscribed to the foregoing instrument; he/she acknowledged to me that he/she is the and duly authorized representative of an and that he/she executed said instrument for the purposes and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this day of 2024. Notary Public, State of Texas My Commission Expires: slgnaRme Page EXHIBIT A PROPERTY DESCRIPTION Exhibit A boundary METES AND BOUNDS DESCRIPTION 106.472 ACRES (4,637,900 SQUARE FEET) SARAH MCKISSICK LEAGUE, A-549 CITY OF FRIENDSWOOD HARRIS COUNTY, TEXAS Being a tract or parcel containing 106.472 acres (4,637,900 square feet) of land situated in the Sarah McKissick League, Abstract Number 549, Harris County, Texas; being all of Restricted Reserves "A" and "C", CLEAR CREEK COMMUNITY CHURCH FRIENDSWOOD, a subdivision plat of record at Film Code No. 691601, Harris County Map Records (H.C.M.R.); being the residue of a called 135.778 acre tract of land conveyed to Clear Creek Community Church as described by deed recorded under Harris County Clerk's File (H.C.C.F.) No. 20150231965; said 106.472 acre tract of land being more particularly described as follows (bearings are oriented to the Texas State Plane Coordinate System of 1983, South Central Zone 4204, US Survey Feet, NAD83(NA2011): BEGINNING at a 5/8-inch iron rod with cap stamped "GBI PARTNERS" found on the curved southerly right-of-way (R.O.W.) line of F.M. 528 (120 feet wide) and marking the northerly common corner of said Restricted Reserves "A" and "B", CLEAR CREEK COMMUNITY CHURCH; said iron rod also for the northwest corner of the herein described tract; THENCE, Northeasterly, an arc distance of 311.32 feet along said southerly R.O.W. line and a curve to the right, having a radius of 1,840.08 feet, a central angle of 09041'36", and a chord which bears North 76°21'49" East, 310.94 feet to a point of tangency, from which a disturbed Texas Department of Transportation (TXDOT) aluminum disk found bears South 07056' East, 0.69 feet; THENCE, North 81" 12'37" East, along said southerly R.O.W. line, at 90.40 feet passing a 5/8-inch iron rod found marking the northeast corner of said Restricted Reserve "A", continuing in all for a total distance of 1,772.42 feet to a 5/8-inch iron rod found at the base of a concrete pad and marking the northwest corner of a called 28.9270 acre tract of land conveyed to Clear Creek I.S.D. as described by deed recorded under H.C.C.F. No. P598260; said iron rod for the northeast corner of the herein described tract; THENCE, South 08047'23" East, departing said southerly R.O.W. line, at 1,289.36 feet passing a 5/8-inch iron rod found marking the westerly common corner of said 28.9270 acre tract and a called 10.0000 acre tract of land conveyed to Clear Creek I.S.D. as described by deed recorded under H.C.C.F. No. P598262, continuing in all for a total distance of 2,190.65 feet to a 5/8-inch iron rod with cap stamped "RPLS 3974" found on the northwesterly R.O.W. line of a Harris County Flood Control District drainage easement (150 feet wide) as described by deeds recorded under H.C.C.F. No(s). E449568 and X384682; said iron rod for the southeast corner of the herein described tract; 150 W. Shadowbend Avenue, Suite #304 1 Friendswood, TX 77546 phone 281.648.3131 1 fax 281.648.3737 I e-mail christianCboundaryone.com T.B.P.L.S. Firm No. 10084800 boundary p,nlr•.•.0 m.d unm�yu,.. METES AND BOUNDS DESCRIPTION 106.472 ACRES (4,637,900 SQ. FT.) PAGE 2OF4 THENCE, South 38020'29" West, along said northwesterly R.O.W. line, a distance of 877.99 feet to the call meander line of mean higher water for Clear Creek as per survey prepared by Stephen Blaskey, LSLS, dated October 9, 2015 and for the most southerly corner of the herein described tract; THENCE, along said mean higher water line of Clear Creek, the following courses and distances: North 21017'29" West, a distance of 80.86 feet to an angle point; North 04022'12" West, a distance of 216.80 feet to an angle point; North 32041'57" West, a distance of 184.39 feet to an angle point; North 51006'03" West, a distance of 159.93 feet to an angle point; North 74003'08" West, a distance of 164.71 feet to an angle point; South 48002'49" West, a distance of 44.69 feet to an angle point; North 73053'13" West, a distance of 47.50 feet to an angle point; South 49124'27" West, a distance of 89.87 feet to an angle point; North 75014'40" West, a distance of 40.66 feet to an angle point; South 43053'50" West, a distance of 146.10 feet to an angle point; South 25005'22" West, a distance of 134.50 feet to an angle point; South 83033'17" West, a distance of 49.30 feet to an angle point; South 21022'27" West, a distance of 73.69 feet to an angle point; North 77009'16" West, a distance of 62.96 feet to an angle point; South 59048'42" West, a distance of 48.72 feet to an angle point; 150 W. Shadowbend Avenue, Suite d304 1 Friendswood, TX 77546 phone 281.648.3131 1 fax 281.648.3737 1 e-mail christian@boundarvone.com T.B.P.L.S. Firm No. 10084800 boundary prok.�un:dv,rvoywk 0 METES AND BOUNDS DESCRIPTION 106.472 ACRES (4,637,900 SQ. FT.) PAGE 3 OF 4 North 76029'09" West, a distance of 56.65 feet to an angle point; North 88056'38" West, a distance of 120.31 feet to an angle point; North 78101'47" West, a distance of 221.29 feet to an angle point; North 67113'30" West, a distance of 112.00 feet to an angle point; North 50046" 1" West, a distance of 258.04 feet to an angle point; North 16000'41" West, a distance of 99.00 feet to an angle point; North 05032'33" West, a distance of 60,42 feet to an angle point; North 23027'30" East, a distance of 67.18 feet to an angle point; North 39°20'14" East, a distance of 42.52 feet to an angle point; North 59" 56'00" East, a distance of 35.59 feet to an angle point; South 84003'09" East, a distance of 25.53 feet to an angle point; South 63021'49" East, a distance of 25.66 feet to an angle point; North 23023'59" East, a distance of 84.42 feet to an angle point; North 27029'30" East, a distance of 63.48 feet to an angle point; North 19002'35" East, a distance of 103.93 feet to an angle point; North 14038'12" East, a distance of 53.72 feet to an angle point; North 13022'21" West, a distance of 9.00 feet to an angle point; North 15004'35" East, a distance of 70.83 feet to an angle point; North 31 °32'46" West, a distance of 52.49 feet to an angle point; 150 W. Shadowbend Avenue, Suite 8304 1 Friendswood, TX 77546 phone 281.648.3131 1 fax 281.648.3737 1 e-mail christian@boundarvone.com T.B.P.L.S. Firm No. 10084800 boundary prnfosslrmal survoyon 0 METES AND BOUNDS DESCRIPTION 106.472 ACRES (4,637,900 SQ. FT.) PAGE 4OF4 North 21040'27" West, a distance of 75.23 feet to an angle point; North 29057'57" West, a distance of 10.93 feet to an angle point; North 35055'50" West, a distance of 91.39 feet to a southerly corner of Restricted Reserve "D", CLEAR CREEK COMMUNITY CHURCH; THENCE, North 20°09'13" East, departing said mean higher high water line of Clear Creek and along the common line of said Restricted Reserves "C" and "D", CLEAR CREEK COMMUNITY CHURCH, a distance of 208.95 feet to a 5/8-inch iron rod with cap stamped "BOUNDARY ONE- RPLS 5489" set marking the most southerly corner of said Restricted Reserve "B" and for an angle point; THENCE, North 08144'05" West, along the common line of said Restricted Reserves "B" and "C", CLEAR CREEK COMMUNITY CHURCH, at 608.49 feet passing the westerly common corner of said Restricted Reserves "A" and "C", continuing along a common line of said Restricted Reserves "A" and "B" for a total distance of 854.44 feet to a 5/8-inch iron rod with cap stamped "BOUNDARY ONE-RPLS 5489" set marking a common corner of said Restricted Reserves "A" and "B" and for an angle point; THENCE, South 81013'21" West, continuing along a common line of said Restricted Reserves "A" and "B", CLEAR CREEK COMMUNITY'CHURCH, a distance of 185.80 feet to a 5/8-inch iron rod with cap stamped "BOUNDARY ONE-RPLS 5489" set marking a common corner of said Restricted Reserves "A" and "B" and for an angle point; THENCE, North 18°29'00" West, continuing along a common line of said Restricted Reserves "A" and "B", CLEAR CREEK COMMUNITY CHURCH, a distance of 211.51 feet to the POINT OF BEGINNING and containing 106.472 acres (4,637,900 square feet) of land. This description is based upon a Land Title Survey of 106.472 Acres of land prepared by Boundary One, LLC. Project Number 6767-2209-657G. Compiled by: Christian Offenburger, R.P.L.S. Boundary One, L.L.C. T.B.P.L.S Firm No. 10084800 150 W. Shadowbend, Suite 304 Friendswood, TX 77546 (281)648-3131 www.boundaryone.com October 20, 2022 Mb106472.docx 150 W. Shadowbend Avenue, Suite N304 1 Friendswood, TX 77546 phone 281.648.3131 1 fax 281.648.3737 1 e-mail christian@boundarvone.com T.B.P.L.S. Firm No. 10084800 EXHIBIT B PUD [Sec attached] Exhibit B ORDINANCE; NO. 2023-28 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, TEXAS, AMENDING THE FRIENDSWOOD COMPREHENSIVE PLAN TO UPDATE THE FUTURE LAND USE MAP CONCERNING PROPERTY LOCATED AT 3801 FM 528 RD, BEING 106,472 ACRES OF LAND SITUATED IN THE SARAH MCKISSICK LEAGUE, ABSTRACT NUMBER 549, 1IARRIS COUNTY, TEXAS, INCLUDING (1) ALL OF RESTRICTED RESERVES "A" AND "C" CLEAR CREEK COMMUNITY CHURCH FRIENDSWOOD, A SUBDIVISION PLAT OF RECORD AT FILM CODE, NO 691601, HARRIS COUNTY MAI' RECORDS (1LC.M.R) AND (11) THE RESIDUE OF A CALLED 135.779 ACRE TRACT OF LAND CONVEYED TO CLEAR CREEK COMMUNITY CHURCH AS DESCRIBED BY DEED RECORDED UNDER HARRIS COUNTY CLERK'S PILE (H.C.C.F.) NO. 20150231965, CITY OF 1,RIENDSWOOD, I IARRIS COUNTY, TEXAS, FROM PUBLIC AND SEMI PUBLIC AND RETAIL TO MIXED USE; AND AMENDING THE OFFICIAL ZONING MAP OF THE CITY OF FRIF,NDSWOOD TO CHANGF. TIIF ZONING CLASSIFICATION OF SUCH PROPERTY FROM PLANNED UNIT DI.,VELOPMENI (ORD. 2015-18) TO A REVISED PLANNED UNIT DEVELOPMENT (PUD)'I.O ALLOW A MIXED - USE DFVELOPMENI'; PROVIDING A MAXIMUM PENALTY OF TWO THOUSAND AND NO/I00 DOLLARS ($2,000.00); REPEALING ALL ORDINANCE'S OR PARTS OF ORDINANCES INCONSISTENT OR IN CON FLIC" 1' I IEREWITI1; PROVIDING FOR SEVERABILITY, PUBLICATION AND AN EhFECTIVE DATE. WHEREAS, the Fricndswood Comprehensive Plan (the "Plan") assists City officials, staff and citizens in snaking sound decisions affecting the future growth and development of the City and the surrounding area; and WHEREAS, on October 26, 2023, the Planning and Zoning Commission (the "Commission") reviewed the proposed amendment of the Plan to update the Future Land Use Map contained therein, concerning the property located at 3801 FM 528 Road, Fricndswood, Harris County, Teas, being more particularly described as 106.472 acres of land situated in the Sarah McKissick League, Abstract Number 549, Harris County, Texas, including (i) all of Restricted Reserves "A" and "C" Clear Creek Community Church Friendswood, a subdivision plat of record at Film Code No. 691601, Harris County Map Records (H.C.M.R) and (ii) the residue of a called 135.778 acre tract of hand conveyed to Clear Creek Community Church as described by deed recorded under Harris County Clerk's File (1I.C.C.F.) No. 20150231965, City of Friendswood, I lapis County, Texas (the "Property") to change the designation thereof, from Public and Semi Public and Retail to Mixed Use; and WHEREAS, a map depicting the location of' the Property is attached hereto, marked Exhibit "A," and made a part hcrcof for all intents and purposes; and WIIERFAS, on November 6, 2023, a public hearing was conducted at which the public was given the opportunity to give testimony and present written evidence regarding this amendment of the Plan; and WHEREAS, in accordance with the Friendswood City Code and all applicable laws, the City Council has determined that all public notices have been posted and published and the required bearing on this amcudment to the Future Land Use Map has been held; and WHEREAS, after the Commission's review of the proposed amendment as well as the input received at the public hearing, the City Council desires to amend the Plan to update the Fuuac Land Use Map to better reflect future development "Albin the boundaries of the Cily; and WI IEREAS, additionally, Madison Development Corp. (the "Owner") made application to the City to change the zoning classification of the Properly from Planned Unit Development (Ord. 2015-1 R) to a revised Planned Unit Development (PUD) to allow a mixed -use devclopntmtt; and W]IEREAS, in accordance with the Friendswood City Code and all applicable laws, the Planning and Zoning Commission and the City Council conducted public hearings on such application, allowing all interested persons the opportunity to be heard; and WHEREAS, the Planning and Zoning Commission tiled with City Council, its final report recommending approval of the application; and WIiEREAS, in accordance with the Friendswood City Code and all applicable laws, the Cily Council lilts determined that all public notices have been posted and published and all required hearings on this zoning classification change have been held; and WIIEREAS, the City Council further finds that this ordinance complies with the applicable provisions of the (my Charter of the City of Friendswood, the Friendswood City Code and all olher applicable laws; and WI IEREAS, alter receiving the Commission's final report as well as the input received at the public hearing, the City Council deems it appropriate to approve the application, subject to applicable regulations, restrictions, exceptions, and conditions; NOW TI IBREFORE, 13E IT ORDAINED BY THE CITY COUNCIL OF THE CITY 01: FRIENDSWOOD, STATE OF TEXAS: Section 1. The facts and nmuci-s set flush in the preamble ofthis ordinance are hereby found to be true and correct. Section 2. That the City Council of the City of Friendswood, Texas, hereby amends the Friendswood Comprehensive Plan to update the Future Land Use Map concerting the Property to change the Future Land Use Map designation from Public and Smut Public and Retail to Mixed Use. Such antmulmem is attached hereto as Exhibit "it" and incorporated herein Itu all intents and purposes. Section 3. The Official Zoning Map of the City of I dcndswood is hereby amended to change the classification of the property from Planned Unit Development (Ord. 2015-I8) to a revised planned Unit Development (PU)) for the "Friendswood City Center" to allow a mixed -use development, as further depicted ill Exhibit "C-I" and subJect to the regulations contained in Exhibit "C 2 " which exhibits are attached hereto and incorporated herein for all intents and purposes. The City Council hereby directs the Mayor to sign and the City Secretary to attest to an entry on such map containing the number and el'fcctive dale of' this ordinance along with it brief description of the nature of the change in accordance with Section 3.A.(3), Appendix C of the PriendSwood City Code, Section 4. This ordinance shall in no manner amend, change, supplement or revise any provision of any ordinance ol'the City of Priendswood, save and except the change in the Future Land Use Map designation of the Property as described in Section 2 hercinabove and the change in zoning classification of the property its described in Section 3 hercinabove. Section 5. A violation of this ordinance is subject to the penally provisions contained in Section 1-14 ol'ihe Priendswood City Code and as otherwise provided by law. Any person who shall intentionally, knowingly, recklessly, or with criminal negligence tail to comply with any provision of ttis ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be fined in an amount not to exceed $2,000,00. Each act of violation and each day upon which any such violation shall occur shall constitute it scpara(c offenses Section 6. That all ordinances or parts of ordinances in conflict or inconsistent with this ordinance are hereby expressly repealed. Section 7. In the event any section, paragraph, subdivision, clause, phrase, provision, sentence, or part of this ordinance or the application of the same to any person or circumstance shall for any reason be adjudged invalid or held unconstitutional by it court of competent jurisdiction, it shall not affect, impair, or invalidate this ordinance as it whole or any part or provision hereof other than the part declared to be invalid or unconstitutional; and the City Council of the City of Priendswood, Texas, declares that it would have passed each and every part of the same notwithstanding the omission of any and every part of the same, notwithstanding the omission of any such part thus declared to be invalid or unconstitutional, or whether there be one or more parts. Section S. The City Secretary shall give notice of the enactment of this ordinance by promptly publishing the caption of this ordinance alicr final passage in the official newspaper of the City. Section 9. This ordinance shall take effect upon its publication and the proper entry on the official zoning snap in accordance with Section 3.A.(3), Appendix C of the Priendswood Cily Code. PASSED, APPROVED and ADOPTED on first and final reading by the affirmative vote ol,thc City Council ol, file City of Priendswood on this the Gt' day of November, 2023. P.MA%4, Mayor 3 \ I {ST: f �&- LETICIA BRYSCH, My Secretary APPROVED AS TO FORM: K N L. HORNER, City Attorney 5K Q 1TATE OFF 11AC'ity Council\Ordinances\2023\I 1.06.2023\0rdivance - FLUM Amendment and Retuning 1064 Acres.docx S \0 r, o ,Sid S Clear Creek Dr o, �n it gM N M � M M' �- nI M " cl v I J co C fO UGA a U- C) n Q o ^ 0 N M O .ti CL M J r` ^ � M 9 < O �a u au O rN(t M d o N LO O Q O O O O E b ¢ O rn ^ N Q N O AD IN C Qf V1 aL N 2 U aM U.U� � N A� V � 0 Or c v Exhibit "C-2" Planned Unit Development Friendswood City Center PUD Prepared For Tannos Development Group, LLC August, 2023 Friendswood City Center PUD TABLE of CONTENTS Introduction II Regulations III Permitted Uses Exhibit A Site Plan Exhibit B Tree Mitigation Calculations Exhibit C Mixed Use Parking Analysis Exhibit D Public Trails and Paths Exhibit E Project Phases Exhibit F1 Exterior Finishes Exhibit F2 Architectural Features Exhibit F3 Examples of Site Amenities Friendswood City Center POD HT90611115-101T Purpose This application has been prepared on behalf of Tannos Development LLC, pursuant to the City of Friendswood's Ordinances related to a Planned Unit Development (POD). The purpose of the POD District is to encourage flexibility in the development of land, promote the most appropriate uses, and encourage a cohesive Mixed Use Development. This POD will establish development regulations and standards that will ensure quality development, consistent with the intent of the Friendswood Subdivision and Zoning Ordinances. Location and Existing Conditions Friendswood City Center POD is located on a + 107 Acre tract located South of FM 528, with Clear Creek forming a natural boundary on the West and South borders and Brookside Intermediate School to the East. The subject tract will be bisected with an Extension of Blackhawk Blvd from 528 to Bay Area Blvd. Approximately 50 Acres of the site is located within the Flood Way of the Clear Creek Watershed, 38 Acres are located within the AE Flood Zone and 19 Acres are located within the X Flood Zone. The Majority of the area located within the AE Zone will be raised out of the flood plain by mitigation within the Park Area. All Buildings will be constructed above the Flood Plain. PROJECT DESCRIPTION The Planning Concept is to provide a strong neighborhood identity with walkable mixed -use facilities that allow access to services and other businesses without requiring residents to use a car as their main mode of transportation. To accomplish this, Friendswood City Center POD will combine commercial, retail, hospitality, office, and multifamily residential developments into a vibrant community with walkable streets that support alternative modes of transportation. All areas of the community will be connected with 10-0 wide Shared Use Paths. In the Park Area, the paths will be created out of decomposed granite and will be referred to as trails. In all other areas, the paths will be created using a combination of concrete with paver and stone accents. Path Users are non -motorized and may include but are not limited to: bicyclists, in -line skaters, roller skaters, wheelchair users (both non motorized and motorized) and pedestrians, including walkers, runners, people with baby strollers, people walking dogs, etc. These facilities will be designed for two-way travel. for transportation and parking demand management, the concept is to create slower -paced streets with head -in parking and pavement designed to enhance pedestrian safety. Surface Parking will be minimized with the majority of parking located within above ground parking garages designed to blend in with the building facades. All parking garages will be required to leave at least 20 percent of their parking spaces available for public parking and may be a fee lot. All areas, except the gated area of the Multi -Family Residential Development, will have cross parking access. Friendswood City Center PUD DEVELOPMENT GUIDELINES Unless otherwise outlined in this document, all City of Friendswood Subdivision and Zoning regulations in place at the time this document is adopted shall apply to the PUD. Any change to the below guidelines and/or other applicable, regulations shall require a variance or an amendment to the PUD. Friendswood City Center PUD [wilding Regulations r—"d, :"I, Iv!PnI, PUn Ilf a, d.rtn,,, r.I,., i,n J•,, .,I,ry flu,lri IniArr.( lol VLAIh IoiDeOh 4(......... Mn r, n M,1 nun M nmr n hunt ldui IL,,Ir Ya«1 intern:, , (.Lv u , -u110 .N,Im �p M1,t l.,-mlV Vr l'r, Axr.- to f, 5,11A SrI CI SofhdJ Srth-vcr t-In+'.,rA Sr,lrv" �{ ttnn:,� l)41 lAl i'If Fu) ;IIII 1'd1 11111 IIl 111 10 1',(XfO IN) I Ih0 10 IU .. .� IYN ilY1 I'd) I Ill III IIfIN), 1(MI 1"0 11 IU 11) 10 lu n .- +m_,.'I In ISlAA! IN, 1 0 If r.e i' INk)0 IIAt ISO r1 0 In P, t?thIf vz Herr ;�vnhp niUu, I'n n nrl MIN l I Om(III /an:ng fPrl nanrn I. t , a,, .;,� ,• ba „-n un nnpm"d tlrdm,Ir,• Phm , r prnnil bvf in IIb. IJr'nlsi .lVn hulr.e . � o(tj lar .lnn{, t M'r)H ryr. �u'n(mu fy u,e 0, ,e, on the first nool If lets 6. ], 9 T�0 111 Walkways, Boardwalks, Patios, Plazas, Courtyards, bulkheads, retaining Walls and similar struchues will be permitted in the landscape buffer/setback area except for area abutting FM 528. Building setback Is measured from the right-of-way or property line. Friendswood City Center PUD Permitted Use Table Residential Uses Single -Family Residence Garden Horne Residence Multiple -Family Residence —Low Density Multiple- Family Residence —Medium Density P Multiple -Family Residence —High Density P Mobile Horne Residence 2017 NAILS Indus) D"ul Ilons Sexually oriented businesses (Ch. 62) 11 Agriculture, Forestry, Fishing and Hunting 111 Crop production 1114 Greenhouse, nursery, and floriculture production 112 Animal production and aquaculture 113 1 Forestry and logging 1133 Logging 1.14 Fishing, hunting, and trapping 1.15 Support activities for agriculture and forestry 21 Mining, Quarrying, and Oil and Gas Extraction 211 Oil and gas extraction 212 Mining (except oil and gas) 213 Support activities for mining 22 Utilities 221 Utilities 23 Construction 236 Construction of buildings 237 Heavy and civil engineering construction 238 Specialty trade contractors 31-33 Manufacturing 311 Food manufacturing 311811 Retail bakeries 3121 Beverage manufacturing (i.e. Breweries, wineries) P 3122 Tobacco manufacturing 313 Textile mills Friendswood City Center PUD 314 Textile product mills 315 Apparel manufacturing 316 Leather and allied product manufacturing 3161 Leather and hide tanning and finishing 321 Wood product manufacturing 322 Paper manufacturing 323 Printing and related support activities 323113 Commercial screen printing 324 Petroleum and coal products manufacturing 325 Chemical manufacturing 325412 Pharmaceutical preparation manufacturing 326 Plastics and rubber products manufacturing 3262 Rubber product manufacturing 327 Nonmetallic mineral product manufacturing 331 Primary metal manufacturing 332 Fabricated metal product manufacturing 333 Machinery manufacturing 334 Computer and electronic product manufacturing 335 Electrical equipment, appliance, and component manufacturing 33591 Battery manufacturing 336 Transportation equipment manufacturing 337 Furniture and related products manufacturing 339 Miscellaneous manufacturing 3391 Medical equipment and supplies manufacturing 42 Wholesale Trade 423 Merchant wholesalers, durable goods O 424 Merchant wholesalers, nondurable goods O 425 Wholesale trade agents and brokers O 44-45 Retail Trade 4411 Automobile dealers 4412 Other motor vehicle dealers 4413 Automotive parts, accessories, and tire retailers (i.e. Auto Zone, O'Riley's) 4491 Furniture and home furnishing retailers P 4492 Electronics and appliance retailers P 444 Building material and garden equipment and supplies dealers 444180 Other building material dealers 445 Food and beverage retailers P 4561 Health and personal care retailers P 457 Gasoline stations and fuel dealers (Lot 5 only) P Friendswood City Center PUD 45712 Other gasoline stations 4S8 Clothing, clothing accessories, shoe, and jewelry retailers P 4591 Sporting goods, hobby, and musical instrument, retailers P 4592 Book retailers and news dealers P 4593 Florists P 4594 Office supplies, stationary, and gift retailers P 455 General merchandise retailers P 4595 Used merchandise retailers P 45993 Manufactured (mobile) home dealers 459910 Pet and Pet Supply Retailers P 459920 Art Dealers P 48-49 Transportation And Warehousing 481 Air transportation O 482 Rail transportation O 483 Water transportation O 484 Truck transportation O 485 Transit and ground passenger transportation O 486 Pipeline transportation O 487 Scenic and sightseeing transportation O 488 Support activities for transportation O 48841. Motor vehicle towing 491 Postal service 492 Couriers and messengers O 493 Warehousing and storage 51 Information 513 Publishing industries P 512 Movie Theaters P S16 Broadcasting and content providers (i.e. Comcast, Netflix, etc.) P 517 Telecommunications O 517121 Telecommunication resellers O 518 Computing infrastructure providers, data processing, web hosting and related services 519 Web search portals, libraries, archives, and other information services O 52 Finance and Insurance 521 Monetary authorities —Central bank P 522 Credit intermediation and related activities P 522299 International, secondary market, and all other non- depository credit intermediation (i.e., pawn shops) Friendswood City Center PUD 523 Securities, commodity contracts, and other financial investments and related activities P 524 Insurance carriers and related activities P 525 Funds, trusts, and other financial vehicles P 53 Real Estate and Rental and Leasing 531 Real estate P 53113 Lessors of mini warehouses and self -storage units 532 Rental and leasing services (i.e. car rentals, formal wear and costumes, home health equipment, etc.) 53212 Truck, utility trailer, and RV rental and leasing 533 Lessors of nonfinancial intangible assets (except copyrighted works) 54 Professional, Scientific and Technical Services 541 Professional, scientific, and technical services P 54138 Testing laboratories P 55 Management of Companies and Enterprises 551 Management of companies and enterprises P 56 Administrative and Support and Waste Management and Remediation Services 561 Administrative and support services P 561730 Landscaping services 56179 Other services to buildings and dwellings 562 Waste management and remediation services 61 Education Services 6111 Elementary and secondary schools 6112 Junior colleges 6113 Colleges, universities, and professional schools 6114 Business schools and computer and management training P 6115 Technical and trade schools P 6116 Other school and instruction (i.e. dance, gymnastics, tutoring) P 62 Health Care and Social Services 621 Ambulatory health care services P 622 Hospitals S 6231 Nursing care facilities —Skilled nursing facilities S 6232 Residential, intellectual and development disability, mental health, and substance abuse facilities 623311 Continuing care retirement communities (with on -site nursing) 623312 Assisted living facilities for the elderly (without on -site nursing) 624 Social assistance 6244 Child day care services (childcare centers) P Friendswood City Center PUD 6244 Child day care services (registered and/or licensed childcare home) P 71 Arts, Entertainment and Recreation 7111 Performing arts (i.e. theater companies, dinner theaters, dance companies, musical groups and artists) P 7112 Spectator sports 711320 Promoters of performing arts, sports, and similar events w/o facilities P 712110 Museums (i.e. art galleries and wax museums) P 712120 Historical Sites (i.e. state or local historical societies) I' 7131 Amusement parks and arcades 7132 Gambling industries 7139 Other amusement and recreation industries (i.e. game rooms, bowling) P 713940 Fitness and recreational sports centers P 713990 All other amusement and recreation activities (i.e. mini golf, billiards, escape rooms) P 72 Accommodation and Food Services 7211 Traveler accommodation P 7212 RV (recreational vehicle) parks and recreational camps 7213 Rooming houses and boardinghouses 7223 Special food services P 7224 Drinking places (more than 75% sales of alcoholic beverages) P 7225 Restaurants and other eating places P 81 Other Services (Except Public Administration) 8111 Automotive repair and maintenance 81112 Automotive body, paint, interior, and glass repair 8112 Electronic and precision equipment repair and maintenance 8113 Commercial and industrial machinery and equipment (except automotive and electronic repair and maintenance) 811430 Footwear and leather goods repair P 8121 Personal care services P 912220 Cemeteries P 8123 Dry cleaning and laundry services P 8129 Other personal services P 8131 Religious organizations 8132 Grantmaking and giving services 0 8133 Social advocacy organizations 0 8134 Civic and social organizations 0 8139 Business, professional, labor, political, and similar organizations 0 81.4 Private households _ 92 Public Administration (City Services) Priendswood City Center PUD 921 Executive, legislative, and other general government support P 922 Justice, public order, and safety activities P 92214 Correctional institutions 923 Administration of human resource programs P 924 Administration of environment quality programs P 925 Administration of housing programs, urban planning, and community development P 926 Administration of economic programs P 927 Space research and technology P 928 National security and international affairs P (a) Legend: 1. P: Permitted. 2. 5: Special use permit required. 3. O: Office use only. 4. Blank: Not permitted, (b) Notwithstanding the permitted uses depicted in this table, which are intended to address uses not otherwise regulated or restricted by federal, state, or related law for protected specific uses, it is the Intention of the PUD to fully comply with all such legal requirements. Any applicant who Is relying upon any such specific rules or regulations not otherwise addressed in this table shall provide the relevant provisions to the city for review. EXhlbit A I Silo Plan O RETAIL 183.800 SF OFFICE 1191.000 SF 0 MIXED USE 1478.300 SF © GARAGE 11.215 PARKING SPACES c =1 APARTMENTS 1500 UNITS FM 528 i 4► --'-Cy-4. ♦ tom(-.��- i%•�4 e S��'., I--� �L,' ��i '1iin. F,.14 .. �Adus fn<MNl�ura�nai + -14G 11^'. ,�" O 528 TOWN CENTER i TANNOS site Plan �i+i urvrru.'mrNr aNa.Ia w 528 Site Calculations Oty %ofSite, Oty %ofSite Total Site Area 69,715 SF 100% Total Site Area 138,181 SF 100% Parking, Lot & Drive Area 31,693 SF 45% Parking Lot & Drive Area 56,006 SF 41 % Other NonPervious Area 6,249 SF 9% ^ Other NonPervious Area 24,482 SF 18% BIdgSF 10,290SF is BIdgSF 40,380SF 29°% Green Space 21,483 SF 31% Green Space 17,312 SF 13% Parking Spaces 74 Spaces Parking Spaces 240 Spaces Total Site Area 69,066 SF 100% Total Site Area 138,132 SF 100% Parking Lot & Drive. Area 34,793 SF 50% Parking Lot & Drive Area 26,821 SF 19% ^' Other NonPervious Area 1,099 SF 2% CO Other NonPervious Area 42,377 SF 31 % Bldg Sr 13,882 SF 20% ° Bldg SF 40,129 SF 29% Green Space 13,292 SF 19% Green Space 28,806 Si 21'% Parking Spaces 102 Spaces Parking Spaces 189 Spices Total Site Area 71,083 SF 100% Total Site Area 134,038 SF 100% Parking Lot & Drive Area 35,660 SF 50% Parking Lot & Drive Area 77,884 SF S8% ^' Other NonPervious Area 7,286 SF 10% O1 Other NonPervious Area 11,271 SF 8% Bldg SF 15,008 Sr 21% -0 Bldg SF 25,800 SF 19% Green Space 13,129 SF 18% Green Space 19,083 SF 14"% Parking Spaces 108 Spaces Parking Spaces 296 Spaces Total Site Area 70,283 SF 100'% Total Site Area 160,218 SF 100% Parking Lot & Drive Area 33,875 SF 48% Parking Lot & Drive Area 88,420 SF 55% u Other NonPervious Area 8,861 SF 13% Other NonPervious Area 14,904 SF 9% Bldg SF 12,006 SF 17% Bldg Sr 28,200 SF 18% Green Space 15,541 SF 22'% Green Space 28,694 SF 18% Parking Spaces 101 Spaces Parking Spaces 619 Spaces Total Site Area 68,747 SF 100% N Total Site Area 76,843 SF 100'% Parking Lot & Drive Area 33,625 SF 49% Parking Lot & Drive Area 46,874 SF 61% `^ Other NonPervious Area 8,412 SF 12% f1 Other NonPervious Area 3,221 SF 4% Bldg SF 11,999 SF 17% Bldg SF 11,918 SF 23°% Green Space 14,711 SF 21% Green Space 8,830 SF 11% Parking Spaces 97 Spaces Parking Spaces 305 Spaces Total Site Area 119,660 SF 100% Total Site Area 765,801 SF 100% Parking Lot & Drive Area 56,297 SF 47% Parking Lot & Drive Area 287,440 SF 38% v' Other NonPervious Area 6,947 SF 6% Other NonPervious Area 44,204 SF 6'% Bldg SF 25,800 SF 22 % Bldg SF 175,895 SF 23% Green Space 30,616 SF 26% Green Space 258,262 SF 34% Parking Spaces 296 Spaces Parking Spaces MSpaces Total Site Area 2,756,133 SF n/a Total Site Area 2,251,203 SF 100% Parking lot & Drive Area n/a n/a Parking Lot & Drive Area n/a n/a Other NonPervious Area n/a n/a :, Other NonPervious Area n/a n/a ,n a BIdgSF n/a n/a BIdgSF n/a n/a Green Space n/a n/a Green Space n/a n/a Parking Space 32S Spaces n/a Parking Spaces Total Site Calculations Total Site Area 4,637,900 SF 100% Parking Lot & Drive Area 809,389 SF 17% Other NonPervious Area 179,313 SF 4% Bldg SF 411,306 SF 9% Green Space 469,759 SF 10% o Parking, Spaces 3,537 Spaces F C V P O / 0 O J h °l m o �_ � _ 1 -�� _ I o __ 0 0 ;„ �� _� _:�: -- ._.� - 0 r; w �� Ss o— �z os Z �1d1 Ot W LL N Friendswood City Center PUD Exhibit B I TREE MITIGATION PLAN Class 1 and Class 2 Trees to be Mitigated with New On -Site Street Trees of Class 1 & 2 as Follows: 12-24 inch Cal to be replaced with 266 inch cal at 100%= 266 inch cal. 24.1-36 inch Cal to be replaced with 125 inch cal at 150% = 187.5 inch cal. No trees greater than 36 inch Cal. Friendswood City Center PUD Exhibit C I Mixed Use Parking Calculations fl)V JV .•rSmP •pVml Wm\Nr rt n\C•• MMIW N\elbr NT MO AIIIeN r5M\K.1 Mf\NIF I MrVVV VVV75' � w Yrus SY.MVIw Y1M SNYFIV A'NSHyN ow<) rgN•Y IrV. .n O sK. v)• e o o 0 o D D D e o }al D )5 O O )Il O a rn 0 !If ItD D 0 � o P D D o o e e D )tl.t a 115 0 0 ]I] C D nu e 1]P ):5 0 o e o o o 0 e o e c Y0.31 0 1e11 0 0 1•f1 e P ua D D 0 MC! i!• ut D 0 0 o D D o o a 0 0 a a o a o a 0 0 a o o a 1o)I AOf 0 O If0 Irl 0 0 0 0 ])F 11] 0 D D n) D MI.1 1' 0 D 0 o 0 a D o o o o IRIS D 1])t 0 0 \!• U o a o ]}I e D 0 o 0 a D D J n D MJ. 0 i'O 0 a INt 0 J o a 4116 J O J 0 D e D D D o e J )55\ 0 Itt 0 e 5:♦ O D o ) bnmrnr •� 1 clv.]ur.x)rcrvYa [M{14e1Y)I or SV^IYI m o � FWlul/A•r.Ftw/VunYnturw o f ew <•rn k•rml nlr, m Dtl.r, o 0 a a • vY,Y N.•.,. Ynaq AN. er.w+tlPm. o D J I cYm!tn•F 1mN ]N•inr 'r Mr•'urmtHn•V )n' )i•n VVI P•r W,Un nb)VI D q. D hp 0 O ] lntl l.•\IMP\Amm�Y urea •� ] Lwellnl rA Y,m1,VT D -mr o Pvl I if Ihil Oaohfitl m o hiSloric buitlmg ` T.W RodVc1100 PARKING SPACES REQUIRED; 2 88 Proposed Parking on Site: 3600 Spaces Friendswood City Center PUD Parking Calculations per Use based on City of Friendswood Appendix C Parking Group Table: — —- - .00 i1'A ---- rtaP; I).hM -- 'x+o, b�Yl aao lltl - - -- IqJ CO 1FYY) f:[Ytl -- YkvO _ -_ i0.4 iNGn 11MY1 :.xm 411tl a�xr _. Friendswood City Center PUD Exhibit D i Project Trails SHAREDU'WFAT}1t•l1,210(2.1 MILES) Friendswood City Center PUD Friendswood City Center PUD Exhibit E I Project Phases UPHASE SE1 PHASII 11 PHASE III Phase 1: Excavation of Pond/Detention Area Construction of Main Road Corridor and Underground InhraxUEucture Construction of Lots 1 -10 to Begin Phase 11: Extension of Blackhawk Road Construction of Fire Station and Lot 1 1 Construction of Public Park Phase III: Phase III Construction may fall at any time alter completion of the Main Road Corridor and tioderground Infrastructure Friendswood City Center PUD Exhibit F1 j Exterior Finishes Exterior Finishes shall Incorporate the use of building materials that provide for an aesthetically pleasing and consistent overall development, while recognizing the benefits of diversity. In that regard, the following building materials shall be permitted: (a.) All exterior walls shall be at least sixty percent (60%) masonry, glass or metal. Masonry coverage calculation does not include doors, windows, window box -outs, or bay windows that do not extend to the foundation. 1. Stone material. Masonry construction using stone material may consist of granite, marble, limestone, slate, and other hard and durable naturally occurring all weather stone. Stone shall be cut and dimensioned stone with natural or machined finishes. 2. Brick material. Brick material used for masonry construction shall be hard fired (kiln fired) clay or slate material which meets the latest version of ASTM standard C216, Standard Specification for Facing Brick (Solid Masonry Unit Made of Clay or Shale), and shall be Severe Weather (SW) grade, and Type FBA or FBS or better. 3. Concrete masonry units. Concrete masonry units used for masonry construction shall meet the latest version of the following applicable specifications; ASTM C90, Standard Specification for Hollow Load Bearing Concrete Masonry Units; ASTM C145, Standard Specification for Solid Load Bearing Masonry Units; ASTM C129, Standard Specification for Hollow and Solid Nonload Bearing Units. Concrete masonry units are not acceptable as an exterior finish. 4. Architectural Concrete Panels. Smooth Prefinished Architectural concrete panel construction is acceptable and may be used as an exterior finish. Concrete Panels poured on site (including tilt -wall construction) may be used but is not acceptable as an exterior finish. 5. Stucco (exterior Portland cement plaster with three (3) coats over metal lath or wire fabric lath with acrylic top coat finish). 6. Cement fiberboard; 7. Architectural glass block (less than 25 percent reflectance). 8. Aluminum Composite Metal Exterior Cladding Panels (ACM). Composite dry joint wall panel rainscreen system with associated aluminum girts, panel splices, bases, head flashing, clips, shirns and fasteners. 9. Solid Composite Architectural Panels. Composite dry joint wall panel rainscreen or blind fastened system with associated aluminum girts, panel splices, bases, head Bashing, clips, shims and fasteners. (b) Structures 20,000 square feet or less shall require a minimum of two (2) distinct building materials from the approved masonry list be utilized on all facades to provide architectural detail and interest. Friendswood City Center PUD (c) Structures over 20,000 square feet shall require a minimum of three (3) distinct building materials from the approved masonry list be utilized on all facades to provide architectural detail and interest. (d) Secondary materials must cover a minimum of ten percent (10%) of the building facade on all sides. (c) Roofing materials. Flat roof areas shall be a fifteen (15) year Class A, TDI Approved PVC or TPO membrane roofing system, mechanically or adhered fastened, with a minimum solar reflectance of 0.78 and a minimum thermal emittance of 0.87 (Energy Star). Sloped roof areas shall be standing seam metal finished to match the exterior window frame system and be less that twenty percent (20%) of the buildings total roof area. (f) Prohibited materials. The following materials are prohibited 1. Aluminum siding or cladding. 2. Corrugated, metal, plastic, or fiberglass panels. 3. Galvanized, aluminum coated, zinc aluminum coated or unpainted exterior metal except as permitted as architectural accent material. 4. Wood siding or plastic, siding. 5. Synthetic stucco, Exterior Insulation and Finish System (EIFS), placed less than four (4) feet above grade. 6.Exposed aggregate. 7. Corten Steel Panels. Friendswood City Center PUD Exhibit F1 I Exterior Finishes Contemporary Brick (examples of colors) Cut Stone, split -faced or honed (examples of colors) Wood Composite, (examples of colors) Approved accent colors to be no more than 15% of building Primary Paint Colors (examples) Approved accent colors to be no more than 15% of building .w,. �.•. sw rvv Dow,Wnne a.1.w.Y6rry SW" sw 1W VACW ROW MM,f d. Composite Metal Panels, (examples of colors) P7 Friendswood City Center PUD Exhibit F2 I Architecture Features and Schematic Design Concepts Friendswood City Center PUD Exhibit F2 I Architecture Features and Schematic Design Concepts Friendswood City Center PUD Exhibit F2 I !Architecture Features and Schematic Design Concepts Friendswood City Center PUD Exhibit F3 1 Examples of Site Amenities 7=� Trails Paving Patterns Water Stations N Planters Friendswood City Center PUD Exhibit F3 I Examples of Site Amenities trails Trails EXHIBIT C PUBLIC IMPROVEMENTS AND PROJECT COSTS The Projects listed and their costs are estimates and final projects and costs of the Public Improvements shall be as set forth in the applicable Service and Assessment Plan. The Service and Assessment Plan will also include costs of issuance for the PID Bonds. Exhibit C CONSULTING-NGINIIRS FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 CONSTRUCTION COST SUMMARY UNIT A: SITE PREPARATION S 235,000 UNIT B: CLEARING, GRUBBING, & DEMOLITION $ 876,660 UNIT C: POLLUTION PREVENTION AND MISCELLANEOUS $ 102,750 UNIT D: EARTHWORK, PAVING & GRADING $ 13,931,727 UNIT E: WATER DISTRIBUTION SYSTEM $ 993,312 UNIT F: STORM DRAINAGE SYSTEM S 4,845,663 UNTr G: DETENTION $ 6,880,375 UNrr H: SANITARY SEWER SYSTEM $ 1,227,454 UNIT 1: SANITARY LIFT STATION S 1,330,700 UNIT J: MISCELLANEOUS - LANDSCAPING $ 14,860,276 UNIT K: MISCELLANEOUS - CIVIL $ 6,583,184 CONSTR. CONTINGENCIES (10%) $ 5,186,710 ENGINEERING AND SURVEYING $ 1,774,145 TOTAL CONSTRUCTION COSTS $ 58,827,956 Notes Approved By: Tyler Munson Managing Partner San Antonio F-9���-,N\' \ ............. � J..T.Y..L.ER MUN.SON ... l q' 122052 . Qr, i: ..... N S ..�G-���i P Wl)\\\\1NAL 12/14/2023 Firm #9756 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT A: SIIE PREPARATION 1. Mobilization 2. Constniction Slaking LS I.00 S 200,000.00 S 200,000.00 LS 1.00 $ 35,000.00 S 35,000.00 UNIT A SUB -TOTAL BID $ 235,000.00 FRIENDSWOOD CITY CENTER- PUBLIC INFRASTRUCTURE WI1THN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT B: CLEARING GRUBBING & DEMOLITION I. Light Clearing - Chip and Haul' (including but not limited to removal of trees, AC 22.81 S 5,500.00 S 125,455.00 stumps, logs, vegetation, fences, rubbish, debris, organic matter and other objectionable material per specification; stripping, stockpiling replacing topsoil; and maintaining positive drainage for the entire site) 2. Heavy Clearing - Chip and Haul' (including but not limited to removal of trees, AC 71.23 S 8,500.00 S 605,455,00 stumps, logs, vegetation, fences, rubbish, debris, organic matter and other objectionable material per specification; stripping, stockpiling replacing topsoil; and maintaining positive drainage for the entire site) 3. 3" Force Main Removal and Disposal, Complete in place Lr 1,400.00 S 25.00 S 35,000.00 4. 30" Force Main Removal and Disposal, Complete in place LF 1,500.00 S 25.00 S 37,500.00 5, 12" Waterline Removal and Disposal. Complete in place LF 2,930.00 S 25.00 S 73,250.00 UNIT B SUB -TOTAL BID $ 876,660.00 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/1412023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT C: POLLUTION PREVENTION AND MISCELLANEOUS I. Reinforced Filter Fabric Fence LF 15,000 $ 1.65 S 24,750.00 2. Inlet Protection, Stage One EA 17 S 80.00 S 1,360.00 3. title[ Protection, Stage Two EA 44 S 60.00 S 2,640.00 4. Submit N.O.Ls & N.O.Ts, Review PPP, and posting of materials on job site. US I S 3,000.00 S 3,000.00 5. Maintain and Repair RFFF MO 12 S 3,000.00 $ 36,000.00 6. PPP Inspection and Reporting MO 12 S 1,000.00 S 12,000.00 7. Street Cleaning RR 200 S 65.00 S 13,000.00 8. Stabilized Construction Exit EA 2 S 3,000.00 S 6,000.00 9. Type II Filter Dam EA 2 S 2,000.00 S 4,000.00 UNIT C SUB -TOTAL BID S 102,750.00 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455.016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT D: EARTHWORK PAVING & GRADING 1. 8" 4,900 PSI Reinforced Concrete Pavement, Complete in place SY 20,635 S 70.00 S 1,444,450.00 2. 7"4,000 PSI Reinforced Concrete Pavement, Complete in place SY 33,844 5 65.00 $ 2,199,860.00 3. 6"Reinforced Concrete Curb, Complctc in place LF 29,287 S 4.20 S 123,006.58 4. 8" Stabilized Subgmde, Complete in place SY 55,544 $ 3.60 S 199,958A0 5. 4.5" 3,000 PSI Reinforced Concrete Pavement (Sidewalk), Complete in place SY 6,655 S 40.00 $ 266,200.00 6. 2" Bank Sand Bedding @95°% SPD (Sidewalk), Complete in place SY 6,655 S 2.00 S 13,310.00 7. Detention Pond Excavation - Fill and Compaction Onsile, complete in place CY 268,371 S 4.50 S 1,207,669.50 8. Detention Pond Excavation - Fill OlTsite, Complete in place CY 442,014 S 17.00 $ 7,514,238.00 9. Utility Spoils- Fill Olikite,. Complete in place CY 11,450 S 17.00 $ 194,650.00 10. Traffic/Street Name Sign, Complete in Place EA 42 S 3,000.00 S 126,000.00 IL Striping, Complete in Place LS 6,700 S 1.55 S 10,385.00 12. Wheelchair Ramps EA 84 S 5,500.00 $ 462,000.00 13. Traffic Control - Bay Area Blvd LS 1 S 45,000.00 $ 45,000.00 14. TmOic Control - FM 528 LS 1 S 125,000.00 S 125,000.00 UNIT D SUB -TOTAL BID S13,931,727.48 FRIENDSW OOD CITY CENTER - PUBLIC INFRASTRUCTURE: WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 HUM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE, AMOUNT UNIT E: WATER DISTRIBUTION SYSTEM 1. 12" C900 PVC CL 150 Water Line, All Depths, Complete in Place LF 4,793 S 80.00 S 383,440.00 2. 10" C900 PVC CL 150 Water Line, All Depths, Complete in Place LF 197 $ 55.00 S 10,835.00 3. 8" C900 PVC Cl, 150 Water Line, All Depths, Complete in Place LF 1,946 $ 50.00 $ 92,300.00 4. 1.5" C900 PVC CL 150 Water Line, All Depths, Complete in Place LF 86 S 30.00 S 2,580.00 4. 12" Jack and Bore, Complete in Place LF 54 S 175.00 S 9,450.00 5. 12" Dimcfional Bore, Complete in Place LF 200 S 1,250.00 S 250,000.00 6. 12" Wet Connection, Complete in Place EA 3 S 2,400.00 $ 7,200.00 7. 10" Plug and Clamp, Complete in Place EA 3 $ 1,200.00 S 3,600.00 8. 8" Plug and Clamp, Complete in Place EA 8 S 1,000.00 S 8,000.00 9. 1.5" Plug and Clamp, Complete in Place EA I S 200.00 S 200.00 9. 1.9' Meet, Complete in Place EA I S 5,000.00 $ 5,000.00 10. 1.5"Double Chcck BackOow Preventor, Complete in Place EA I S 2,500.00 $ 2,500.00 9. Fire Hydrant incl. Valve and Tee. Complete in Place EA 14 S 7,500.00 S 105,000.00 10. 12" Gale Valve & Box, Complete in Place EA 15 S 3,700.00 S 55,500.00 11. 10" Gate Valve & Box, Complete in Place EA 5 S 3,000.00 $ 15,000.00 12. 8" Gate Valve & Box, Complete in Place EA 15 S 2,100.00 S 31,500.00 13. 1.5" Gate Valve & Box, Complete in Place EA 1 S 572.00 $ 572.00 14. OSHA Trench Safety System LF 7,090 $ 1.50 S 10,635.00 UNIT E SUB -TOTAL BID S 993,312.00 FRIENDSW OOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT F: STORM DRAINAGE SYSTEM 1. 24" ASTM C-76 CLIH RCP (All Cuts), Complete in Place LF 5,609 S 115.00 S 645,035.00 2. 30" ASTM C-76 CLIII RCP (All Cuts), Complete in Place LF 831 S 145.00 S 120,495.00 3. 36" ASTM C-76 CLlll RCP (All Cuts), Complete in Place LF 1,097 S MOM S 219,400.00 4. 42" ASTM C-76 CLIII RCP (All Cuts), Complete in Place LF 369 S 285.00 S 105,165.00 5. 48" ASTM C-76 CLIII RCP (All Cuts), Complete in Place LF 367 S 320.00 S 117,440.00 6. 48" CMP (All Cats), Complete in Place LP 276 S 320.00 S 88,320.00 7. 60" ASTM C-76 CLIII RCP (All Cuts), Complete in Place LF 395 $ 500.00 S 197,500.00 8. 72" ASTM C-76 CLIII RCP (All Cuts), Complete in Place LF 690 $ 730-00 S 503,700.00 9, 84" ASTM C-76 CLIII RCP (All Cuts), Complete in Place LF 1,029 S 1,100.00 S 1,131,900.00 10. 6V' Reinforced Concrete Box, C1433 (All Cuts), Complete in Place LF 772 S 1,250.00 S 965,000.00 IL Trench Dewatering LF 2,073 S 35.00 $ 72,555.00 12. Type "A" Inlet, Complete in Place EA 14 S 5,500.00 S 77,000.00 13. Type "B-➢" Inlet, Complete in Place EA 42 S 4,500.00 S 189,000.00 14. Type "C" Manhole (42" and smaller), Complete in Place EA 39 S 4,500.00 S 175,500.00 15. Type "C" Manhole (42" and smaller) w/ Ty."A"hilel, Complete in Place EA I S 7,500.00 $ 7,500.00 16. Type "C" Manhole (48"-72"), Complete in Place EA 12 S 9,000.00 S 108,000.00 17. Type "C" Manhole (84" and Larger), Complete in Place EA 7 S 15,000.00 S 105,000.00 18. OSHA Trench Safety System LF 11,435 S L50 S 17,15250 UNIT SUB -TOTAL BID S 4,845,6G2.50 ITEM FRIENDSWOOD CITY CENTER- PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 DESCRIPTION UNIT G: DETENTION 1. Backslope Interceptor 10'x 10' w/ 24" GCMP (per HCFCD Standards), Complete in Place 2. Backslope Swale, Complete in Place 3. Stabilization Utilizing Flexterra High Performance Flexible Growth Medium (HP-fgm) w/ 1 Itch within the Ent 6 Weeks. All Seeds to Have 95%Germination or higher 4. Stabilization Utilizing Standard Hydronulch w/ I Inch ofGroolb Within the first 6 Works. Ail Sccds to How 95% S. Dewalaring 6. Reinforced Concrete Slope Paving (5" thick per HCFCD Standards), Complete in Place 7. Ripmp - Gradation No. I (18" thick per HCFCD Standards), Complete in Place S. Horrible Collection Screen Structure (Per HCFCD Standards), Complete in Place 9. Sheet Piling (20 Tall from Top of Bank to Bottom of Pond), Complete in Place 10, 4' Retaining Wall Cast In Place, Complete in Place 11. 8' Retaining Wall Cast In Place, Complete in Place ESTIMATED UNIT UNIT OUANTITY PRICE EA 8 S 14,500.00 S 116,000.00 LF 4,000 S 5.50 S 22,000.00 AC 15 S 3,500.00 S 50,750.00 AC 8 $ 3,000.00 $ 24,000.00 LS I S 500,000.00 S 500,000.00 SY 1.780 S 100.00 S 178,000.00 SY 225 S 65.00 S 14,625.00 LS I S 75,000.00 $ 75,000.00 LF 1,400 S 3,000.00 S 4,200,000.00 LF 2,800 S 500.00 S 1,400,000.00 LF 300 S 1,000.00 S 300,000.00 UNIT G SUB -TOTAL. BID $ 6,880,375.00 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455.016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT H: SANITARY SEWER SYSTEM 1. 12" SDR 26 PVC Sewer (8'- 12' depth), Complete in Place LF 1,369 S 85.00 S 116,365.00 2. 12" SDR 26 PVC Sewer (12'- 16' depth), Complete in Place LF 745 S 100.00 S 74,500.00 3. 12" SDR 26 PVC Sewer (16' - 20' depth), Complete in Place LF 0 S 125.00 $ 4. 8" SDR 26 PVC Sewer (8'- 12' depth), Complete in Place LF 1,189 S 50.00 $ 59,450.00 5. 8" SDR 26 PVC Sewer (12'- 16' depth), Complete in Place LF 640 S 65.00 $ 41,600.00 6. Precast Concrete Manhole, Complctc in Place EA 7 $ 6,000.00 $ 42,000.00 7. Extra Depot for Standard MH 8'-12'Depth VF 47 S 275.00 S 12,925.00 8. Extra Depth for Standard ME Over 12' Depth VF 9 S 300.00 S 2,700.00 9. 8" Sanitary Sewer Plog, Complete in Place EA 10 S 1,000.00 S 10,000.00 10. Trench Dewalering LF 1,354 S 35.00 S 47,390.00 11. 28" Force Main, Complete in Place LF 1,658 S 170.00 $ 281,860.00 12. 6" Force Main, Complete in Place LF 926 S 45.00 S 41,670.00 13. 3" Force Main, Complete in Place LF 1,359 S 35.00 S 47,565.00 14. 6" Force Main Directional Bore, Complete in Place LP 200 S 1,250.00 $ 250,000.00 15. 3" Force Main Directional Bore, Complete in Place LF 200 S 750.00 $ 150,000.00 16. Air Rcicasc Valve for 30", Complctc in Place EA 0 S 4,500.00 S - 17. Air Rcicasc Valve for 6", Complete in Place EA 1 $ 4,000.00 S 4,000.00 18. Air Release Valve for 3", Complete in Place EA 2 S 3,500.00 S 7,000.00 18. 30" Force Main Connection to Ex. 30" FM, Complete in Place EA 2 S 10,500.00 S 21,000.00 19. 6" Force Main Tic Into Existing MIL Complete in Place EA 1 S 2,500.00 S 2,500.00 20. 3" Force Main Tic Into Existing MH, Complete in Place EA I S 2,500.00 S 2,500.00 19. OSHA Trench Safety System LF 8,296 $ L50 S 12,429.00 UNIT 11 SUB -TOTAL BID $1,227,454.00 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSNOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT 1: SANITARY LIFT STATION 1. LiO Station, Complete in Place LS 1 $1,250,000.00 $1,250,000.00 2. 6" 4,000 PSI Reinforced Concrete Pavement, Complete in place 3. 12' wide 6' Chain Link Gatc w/ 2' R of barbed wire, Complete in place 4. 6' Chain Link Fence w/ 2' 0 of barbed wire, Complete in place SY 370 $60.00 S22,200.00 EA I S5,000.00 $5,000.00 LP 214 $250.00 $53,500.00 UNIT I SUB -TOTAL BID $1,330,700.00 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ITEM ESTIMATED UNIT NO. DESCRIPTION UNIT QUANTITY PRICE AMOUNT UNIT J: MISCELLANEOUS - LANDSCAPING I. Bath House * SF 650 $435.00 $282,750.00 2. Site Utilities ROW * EA 16 $850.00 $13,600.00 3. Benches/ Admen * EA 45 $1,650.00 $74,250.00 4. Landscape ROW * EA 1 $2,450,000.00 $2,450,000.00 5. Pavers * SF 35,600 $15.00 $534,000.00 6. Fire Station" LS 1 $8,300,000.00 $8,300,000.00 7. Decomposed Granite * CF 80,903 S5.88 $475,706.70 8. Concrete Edge Band * CF 32,361 $8.52 $289,451.17 9. Limestone Benches * LP 56 $1,200.00 $67,200.00 10. Landscape * EA 12,000 S50.00 $600,000.00 11. Solar Lighting * EA 65 $3,450.00 $224,250.00 12. General Conditions * EA 1 $465,360.19 $465,360.19 13. Builder Risk Insurance* EA 1 $188,470.88 $188,470.88 14. Liability Insurance* EA 1 $125,647.25 $125,64T25 15. Sales Tax * EA I S518,294.91 S518,294.91 16. Profit * EA 1 $251,294.50 $251,294.50 UNIT J SUB -TOTAL BID * LANDSCAPING, PARK, AND AMMENITY ESTIMATES ON PHIS ENGINEER'S OPINION OF PROBABLE COST WERE PROVIDED BY DIAMOND DEVELOPMENT GROUP. S 14,860,276 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ITEM NO, DESCRIPTION UNIT K: MISCELLANEOUS - CIVIL 1. Blackhawk Intersection Improvements, Complete in place 2. Townes Road Intersection Improvements, Complete in place 3. LeR'rum Lane Southbotmd at Townes Rd, Complete in Place 4. Left Turn Lane Southbound at Blackhawk Blvd, Complete in Place 5. Left Tum Lane NorthEastbound at Bay Area Blvd, Complete in Place 6. Bridge Westbound (2 ]ones) on Blackhawk from Station 27+42.67 to 25+70, Complete in place 7. Bridge Eastbound (2 lanes) or Blackhawk from Station 25+72.33 to 27+37.33, Complete in place 8. Street Lights w/ foundation, Complete in Place 9. Underground Duct Bank 10. Private Road 6" 3,500 PSI Reinforced Concrete Pavement, Complete in place It. Private Road 6"Reinforced Concrete Curb, Complete in place 12. Private Road 8" Stabilized Snbgrade, Complete in place 13. Private Road 4.5" 3,000 PSI Reinforced Concrete Pavement (Sidewalk) , Complete in place 14. Private Road 12" ASTM C-76 CLIII RCP (All Cuts), Complete in Place 15. Private Road IS" ASTM C-76 CLIII RCP (All Cuts), Complete in Place 16. Private Road 30" ASTM C-76 CLIII RCP (All Cuts), Complete in Place 17. Private Road 36" ASTM C-76 CLIII RCP (All Cuts), Complete in Place 18. Private Road Type "C" Manhole (42" and smaller) w/ Ty."A"hilel, Complete in Place 19. Private Road Street Lights w/ foundation, Complete in Place ESTIMATED UNIT UNIT QUANTITY PRICE LS 1 S 500,000.00 $ 500,000.00 LS I S 400,000.00 S 400,000.00 LS I S 150,000.00 $ 150,000.00 LS I S 150,000.00 $ 150,000.00 LS 1 S 150,000.00 S 150,000.00 LS I S 1,200,000.00 S 1,200,000.00 LS 1 $ 1,200,000.00 $ 1,200,000.00 EA 30 $ 20,000.00 $600,000.00 LF 4,300 S 400.00 $1,720,000.00 Sy 3,950 $ 55.00 $217,250.00 LF 2,269 $ 4.20 $9,529.80 Sy 4,215 S 3.60 S15,174.00 SY 244 S 40.00 $9 760.00 LF 321 $ 80.00 $25,680.00 LF 416 S 100.00 $41,600.00 LF 222 $ 145.00 S32,190.00 LF 85 $ 200.00 $17,000.00 EA 6 S 7,500.00 $45,000.00 EA 5 $ 20,000.00 $100,000.00 UNIT K SUB -TOTAL BID $ 6,583,194 FRIENDSWOOD CITY CENTER - PUBLIC INFRASTRUCTURE WITHIN CITY OF FRIENDSWOOD ENGINEER'S OPINION OF PROBABLE COST PROJECT NO. 70455-016 12/14/2023 ENGINEERING FEES SUMMARY BASIC SERVICES Amount Engineering and Surveying through Change Order No.3 $ 1,686,350.00 Geotechincal Engineering $ 73,441.00 Surveying by Bondary 1 $ 14,354.20 TOTAL ENGINEERING FEES $ 1,774,145.20 EXHIBIT D CONCEPT PLAN Exhibit D o RETAIL 62,000 SF O OFFICE 191,000 SF O MIXCO USL 1478,300 SF O GARAGE I L215 PARKING SPACES O APARTMENTS I S00 UNITS FM 528 10ii1 4Ot ]' II IOT +I}{1 LOTS rl OT 5" ( !( 1•L60A � )i] 159Ap, N]Ai !I�r.l�¢ I61 A... �,. L5A ,� Q O'! w O ` LOT,t 140003F U 74,000 SF l 2,0003 2.0003 1 f.; w (j •nw -.r . .etin svcl 4y OT ill 7 StORY i OT T + yr 1 o` .14 i, LT I 1168 A' �) R`..' j 4 L, F?� 6.000F'I it C y,-.I 500 TOTAL UNITE76 1 ! LOT It, UPPER POND ¢ , LOT 1a '$p, 1 FT'1 1 5 qpt 5 SS LOWER POND IT WET LAN ��p[� .,i. E.�• 1-�Sif`ilFtC"M'SC•t7,ClER[ goal, TANNOS 528 FRIENDSWOOD CITY CENTER FF SITE PLAN EXHIBIT E LANDOWNER CONSENT CONSENT AND AGREEMENT OF LANDOWNERS This Consent and Agreement of Landowner is issued by an , as the landowner (the "Landowner") who collectively hold record title to all property located within the [Friendswood City Center Public Improvement District] (the "PID") created by the City of Friendswood. Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the City's ordinance levying assessments on property within the PID, dated 20_, including the Service and Assessment Plan and Assessment Rolls attached thereto (the "Assessment Ordinance"). [TO BE EXECUTED PRIOR TO THE LEVY OF ASSESSMENTS FOR EACH SERIES OF BONDS WITH EACH PHASE ] Landowner hereby declares and confirms that the Landowner holds record title to all property in the PID which is subject to the Assessment Ordinances, as set forth on Exhibit A. Further, Landowner hereby ratifies, declares, consents to, affirms, agrees to and confirms each of the following: The creation and boundaries of the PID, the boundaries of each Assessed Property, and the Authorized Improvements for which the Assessments are being made, as set forth in the Service and Assessment Plan. The determinations and findings as to benefits by the City in the Assessment Ordinance and the Service and Assessment Plan. The Assessment Ordinance and the Service and Assessment Plan and Assessment Roll. 4. The right, power and authority of the City Council to adopt the Assessment Ordinances and the Service and Assessment Plans and Assessment Roll; 5. Each Assessment levied on each Assessed Property as shown in the Service and Assessment Plan (including interest and Administrative Expenses as identified in the Service and Assessment Plan and as updated from time to time as set forth in the Service and Assessment Plan). 6. The Authorized Improvements specially benefit the Assessed Property in an amount in excess of the Assessment levied on each Assessed Property, as such Assessments are shown on the Assessment Roll. Each Assessment is final, conclusive and binding upon such Landowners, regardless of whether such Landowners may be required to pay Assessments under certain circumstances pursuant to the Service and Assessment Plan. Exhibit E 8. The then -current owner of each Assessed Property shall pay the Assessment levied on the Assessed Property owned by it when due and in the amount required by and stated in the Service and Assessment Plan and the Assessment Ordinance. 9. Delinquent installments of the Assessment shall incur and accrue interest, penalties, and attorney's fees as provided in the PID Act. 10. The "Annual Installments" of the Assessments may be adjusted, decreased and extended in accordance with the Service and Assessment Plan, and the then -current owner of each Assessed Property shall be obligated to pay its revised amounts of the Annual Installments, when due, and without the necessity of further action, assessments or reassessments by the City. 11. All notices required to be provided to it under the PID Act have been received and to the extent of any defect in such notice, Landowners hereby waive any notice requirements and consents to all actions taken by the City with respect to the creation of the PID and the levy of the Assessments. 12. That the resolution creating the PID, the Ordinance levying the Assessments, the Service and Assessment Plan and a Notice of Creation of Special Assessment District and Imposition of Special Assessment to be provided by the City, shall be filed in the records of the County Clerk of Harris County, with copies of the recorded documents delivered to the City promptly after receipt thereof by the recording party, as a lien and encumbrance against the Assessed Property. 13. Each Assessed Property owned by the Landowner identified in the Service and Assessment Plan and Assessment Roll are wholly within the boundaries of the PID. 14. There are no Parcels owned by the Landowner within the boundaries of the PID that are not identified in the Service and Assessment Plan and the Assessment Roll. 15. Each Parcel owned by the Landowner identified in the Service and Assessment Plan and Assessment Roll against which no Assessment has been levied was Non - Benefited Property as of 20. Originals and Counterparts. This Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. [Execution page follouvs] Exhibit E IN WITNESS WHEREOF, the undersigned has caused this Agreement and Consent of Landowner to be executed as of , 20 eu By: M. By: Name: Its STATE OF TEXAS § COUNTY OF DALLAS § LLC, This instrument was acknowledged before me on the day of , 20 by as, an limited liability company on behalf of said company. Notary Public, State of Texas Exhibit E EXHIBIT F FORM OF PAYMENT CERTIFICATE PAYMENT CERTIFICATE NO. Reference is made to that certain Indenture of Trust by and between the City and the Trustee dated as of (the "Indenture") relating to the "City of Friendswood, Texas, Special Assessment Revenue Bonds, Series 20 (Friendswood City Center Public bnprovement District Project)" (the "Bonds"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the , LLC an limited liability company (the "Developer") and requests payment to the Developer (or to the person designated by the Developer) from: the Public Improvement Account of the Project Fund from , N.A., (the "Trustee"), in the amount of ($ ) for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Public Improvements providing a special benefit to property within the Friendswood City Center Public Improvement District. In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The itemized payment requested for the below referenced Public Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The itemized amounts listed for the Public Improvements below is a true and accurate representation of the Public Improvements associated with the creation, acquisition, or construction of said Public Improvements and such costs (i) are in compliance with the Development Agreement, and (ii) are consistent with and within the cost identified for such Public Improvements as set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Development Agreement, the Indenture, and the Service and Assessment Plan. 5. The Developer has timely paid all ad valorem taxes and Annual Installments of Assessments it owes or an entity the Developer controls owes, located in the Public Improvement District and has no outstanding delinquencies for such Assessments. Exhibit F 6. All conditions set forth in the Indenture and the Development Agreement for the payment hereby requested have been satisfied. 7. The work with respect to Public Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Public Improvements (or its completed segment). 8. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested are as follows: Payee / Description of Public Lnprovemeut Total Cost Public Improvement Budgeted Cost of Public Improvement Amount requested be paid from the Public Improvement Account Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Development Agreement, after receiving this payment request, the City has inspected the Public Improvements (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. Payments requested hereunder shall be made as directed below: a. X amount to Person or Account Y for Z goods or services. b. Payment instructions I hereby declare that the above representations and warranties are true and correct. LLC, an limited liability company Exhibit F Name: Title: Exhibit F APPROVAL OF REQUEST The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, and finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and authorizes and directs payment of the amounts set forth below by Trustee from the Project Fund to the Developer or other person designated by the Developer as listed and directed on such Certificate for Payment. The City's approval of the Certificate for Payment shall not have the effect of estopping or preventing the City from asserting claims under the Development Agreement, the Reimbursement Agreement, the Indenture, the Service and Assessment Plan, or any other agreement between the parties or that there is a defect in the Public Improvements. Amount of Payment Amount to be Paid by Trustee from Certificate Request Ln rovement Account CITY OF FRIENDSWOOD, TEXAS By:_ Name: Title: Date: Exhibit F EXHIBIT G FORM OF CLOSING DISBURSEMENT REQUEST The undersigned is an agent for LP, (the "Developer") and requests payment from: [the Cost of Issuance Account of the Project Fund][the Improvement Account of the Project Fund] from , (the "Trustee") in the amount of DOLLARS ($ ) for costs incurred in the establishment, administration, and operation of the Friendswood City Center Public Improvement District (the "District'), as follows: Closing Costs Description Cost PID Allocated Cost TOTAL In connection to the above referenced payments, the Developer represents and warrants to the City as follows: I. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Closing Disbursement Request on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The payment requested for the above referenced establishment, administration, and operation of the District at the time of the delivery of the Bonds has not been the subject of any prior payment request submitted to the City. 3. The amount listed for the below itemized costs is a true and accurate representation of the Actual Costs incurred by Developer with the establishment of the District at the time of the delivery of the Bonds, and such costs are in compliance with and within the costs as set forth in the Service and Assessment Plan. 4. The Developer is in compliance with the terms and provisions of the Development Agreement, the Indenture, and the Service and Assessment Plan. 5. All conditions set forth in the Indenture for the payment hereby requested have been satisfied. 6. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Exhibit G Payments requested hereunder shall be made as directed below: C. X amount to Person or Account Y for Z goods or services. d. Payment instructions I hereby declare that the above representations and warranties are true and correct. LLC, an limited liability company By: Name: Title: Date: APPROVAL OF REQUEST The City is in receipt of the attached Closing Disbursement Request, acknowledges the Closing Disbursement Request, and finds the Closing Disbursement Request to be in order. After reviewing the Closing Disbursement Request, the City approves the Closing Disbursement Request to the extent set forth below and authorizes and directs payment by Trustee in such amounts and from the accounts listed below, to the Developer or other person designated by the Developer herein. Exhibit G Closing Costs Amount to be Paid by Trustee from Cost of Issuance Account CITY OF FRIENDSWOOD, TEXAS By:_ Name: Title: Date: Exhibit G EXHIBIT H DISCLOSURE PROGRAM The Developer perform the following with respect to disclosure to buyers of residential property in the PID and if lots are sold to third -party builders, shall require in its contracts with such builders within the PID that the builders provide notice to prospective purchasers in accordance with the following minimum requirements: I. Attach 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) in an addendum to each purchaser's contract on brightly colored paper. 2. Collect a copy of the addendum signed by each buyer and provide to the City. 3. 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 within the Development. 4. Notify Settlement Companies 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. Exhibit H EXHIBIT I DRAINAGE IMPROVEMENTS Exhibit I , « ..,.. rw. 7A [ ƒ \ |\ § R dx e| !0 00k k/ k�� EXHIBIT J FORM OF DRAINAGE PAYMENT CERTIFICATE PAYMENT CERTIFICATE NO. Reference is made to that certain development agreement between (the "Developer") and the City, (the "Development Agreement"). Unless otherwise defined, any capitalized terms used herein shall have the meanings ascribed to them in the Development Agreement. The Developer requests payment to the Developer (or to the person designated by the Developer) from the City for labor, materials, fees, and/or other general costs related to the creation, acquisition, or construction of certain Drainage Improvements within the Friendswood City Center Public Improvement District. In connection with the above referenced payment, the Developer represents and warrants to the City as follows: 1. The undersigned is a duly authorized officer of the Developer, is qualified to execute this Certificate for Payment Form on behalf of the Developer, and is knowledgeable as to the matters set forth herein. 2. The itemized payment requested for the below referenced Drainage Improvements has not been the subject of any prior payment request submitted for the same work to the City or, if previously requested, no disbursement was made with respect thereto. 3. The itemized amounts listed for the Drainage Improvements below is a true and accurate representation of the Drainage Improvements associated with the creation, acquisition, or construction of said Drainage Improvements and such costs (i) are in compliance with the Development Agreement, and (ii) are consistent with and within the cost identified for such Public Improvements as set forth in the Development Agreement and/or the TIRZ Project and Financing Plan. 4. The Developer is in compliance with the terms and provisions of the Development Agreement and the TIRZ Project and Financing Plan. 5. The Developer has timely paid all ad valorem taxes and Annual Installments of Assessments it owes or an entity the Developer controls owes, located in the City Center Public Improvement District and has no outstanding delinquencies for such taxes or Assessments. 6. All conditions set forth in the Development Agreement and TIRZ Project and Financing Plan for the payment hereby requested have been satisfied. Exhibit J 7. The work with respect to Drainage Improvements referenced below (or its completed segment) has been completed, and the City has inspected such Drainage Improvements (or its completed segment). 8. The Developer agrees to cooperate with the City in conducting its review of the requested payment, and agrees to provide additional information and documentation as is reasonably necessary for the City to complete said review. Payments requested are as follows: Payee / Description of Drainage Improvement Total Cost Drainage Improvement Budgeted Cost of Drainage Improvement Amount requested be paid Attached hereto are receipts, purchase orders, change orders, and similar instruments which support and validate the above requested payments. Also attached hereto are "bills paid" affidavits and supporting documentation in the standard form for City construction projects. Pursuant to the Development Agreement, after receiving this payment request, the City has inspected the Drainage Improvements (or completed segment) and confirmed that said work has been completed in accordance with approved plans and all applicable governmental laws, rules, and regulations. Payments requested hereunder shall be made as directed below: e. X amount to Person or Account Y for Z goods or services. f. Payment instructions I hereby declare that the above representations and warranties are true and correct. LLC, an limited liability company By: _ Name: Title: Exhibit J APPROVAL OF REQUEST The City is in receipt of the attached Certificate for Payment, acknowledges the Certificate for Payment, and finds the Certificate for Payment to be in order. After reviewing the Certificate for Payment, the City approves the Certificate for Payment and authorizes and directs payment of the amounts set forth below to the Developer or other person designated by the Developer as listed and directed on such Certificate for Payment. The City's approval of the Certificate for Payment shall not have the effect of estopping or preventing the City from asserting claims under the Development Agreement, or TIRZ Project and Financing Plan, or any other agreement between the parties or that there is a defect in the Drainage Improvements. Amount of Payment Certificate Request Amount to be Paid fi-om Drainage Bond Proceeds Amount to be paid from TIRZ Revenues CITY OF FRIENDSWOOD, TEXAS By:_ Name: Title: Date: Exhibit 7 EXHIBIT K CITY IMPROVEMENTS Exhibit K i PJ Q i38as .eQieiii is ag ii�t1 a €j H�F s p_ f3� o w g ei.t i, dSiS @F 43j @isS3 36 bii 69" ®® :.ee _ C i}i$? F :E1f� o d N �i jii� a i?e�3� si 3a�d 9Liie3bEi E2E LL o R i�i IS dill 1• Ii �i � �l a Imp sa 11jG # � flB m `I III A (Uc) i IIIII` i7�, ®KWM III )), ((( (, 0 W zo �y F ijj'3 p A uj a y i w Z w o i / 4tE� �2 MuMIANTO 0 J \ ; A / f � �\ � §/ §■ R \ ! ƒ m \§ ■M Hip ( �, q \ 2 v &!�- \ , \ ,§\(§§ ;■ )! � %§ , /22 \ "0 « 3 txq �a 5 m « R'A#P ■ (§% K °E§a§; \ 4M, f i®§!� § "#!ce§ a M§m §@ \ li . \ r \ §,$ .z , .. , .. � \ | , y ✓ � \�>� � \ �if�� m i i l Nx �\ IP li ¢5'Ij u �I it T�-r A LT i a Q Sa LL jr¢ m it I m 2 W IL�O K N \\ I L a I //) m ! ' \ � � . $ ■� n !• & \ §Eli! k M b•e m |/§\! q§ , ■ §§ \ © ( � \ § , d \° EXHIBIT L PHASING PLAN Exhibit L I/ a m x m 9 °e P � ec� i°E= i f t • yg 395i Rsei 3�° a !i{ll a D ok.6 IN IlE (k�4°i �� . 33 ok' iit iky iE v I HE