HomeMy WebLinkAboutResolution No. 2005-26 RESOLUTION NO. R2005-26
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
FRIENDSWOOD, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE
AND THE CITY SECRETARY TO ATTEST A UTILITY SERVICES
AGREEMENT BY AND BETWEEN THE CITY OF FRIENDSWOOD,
AUTUMN CREEK DEVELOPMENT, LTD., A TEXAS LIMITED
PARTNERSHIP,AND THE WEST RANCH MANAGEMENT DISTRICT.
* * * � �
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD,
TEXAS:
Section 1. That the Mayor and City Secretary be, and they are hereby, authorized and
directed to execute and attest, respectively, a Utility Services Agreement by and between the City
of Friendswood, Texas ("City"), Autumn Creek Development, Ltd., a Texas Limited
Partnership,(the "Developer") and West Ranch Management District (the "District"). A true and
correct copy of such Agreement is attached hereto as Exhibit "A" and made a part hereof for all
purposes.
PASSED,APPROVED, and RESOLVED this 15th day of August,2005.
,�� .
G �•
Kimball W. Brizendine III
Mayor
ATTEST:
� FR�ENO�
O �y
� �O
eloris McKenzie, TRMC �
City Secretary * *
�A
�.4r� � �+p�?
1
UTILITY SERVICES CONTRACT
This UTILITY SERVICES CONTRACT (the "Contract") is entered into as of
8/15 , 2005, between THE CITY OF FRIENDSWOOD, TEXAS ("City"), and
AUTUMN CREEK DEVELOPMENT, LTD., a Texas limited partnership, (the
"Developer"), the WEST RANCH MANAGEMENT DISTRICT (the "District")
(hereinafter the term "District" shall be construed to include both Developer and the
District, as it is the intention of the parties to this Contract that all rights, benefits and
obligations pursuant to this Contract shall ultimately be assigned to the District, except
as otherwise provided herein. Thus, the representations made herein by the District
represent Developer's commitment to cause or direct the same to occur).
Recitals
The City is a municipal corporation that provides a full-range of governmental
services to its citizens. The City owns and operates water production and distribution
facilities, wastewater collection and treatment facilities, and provides other municipal
services.
The Developer either currently owns or is in the process of acquiring a tract of
land comprising approximately 765.3078 acres within the City, which is more
particularly described in Exhibit A attached hereto and incorporated herein for all
purposes (the "Property"). Developer intends to create the District over the Property
and plans to request the District to construct and finance a water distribution system
and a wastewater collection system, drainage facilities, a thoroughfare system,
recreational facilities and certain Village Center improvements to serve the Property.
The development will occur in phases and Developer anticipates that each phase will be
platted separately.
,'�The District will Ue a conservation and reclamation district and a political
subd��ision of the State of Texas, created by the Texas Legislature.
The Developer, on Uehalf of itself and the District, would like to contract with the
City to obtain, among other things, water supply and wastewater treatment services
from the City, and to provide for the construction and financing of the District's water,
wastewater and drainage facilities and other facilities to serve the District, to be
transferred for ownership, operation, and maintenance by the City after completion,
subject to the terms of this Contract. The District will own and operate detention
facilities to serve the District. The parties recognize that the District cannot approve
and execute this Contract until the District is created and organized. The City has
agreed to provide the services described herein under the conditions and terms set forth
in this Contract.
F�iendswood\Utiliry Seivices Cont�act tinai 8-I S-OS 1
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, obligations, and
benefits contained herein, the City and Developer, on behalf of itself and the District,
agree as follows:
ARTICLE 1.
DEFINITIONS
Unless the context indicates others, capitalized terms used in this Contract shall
have the following meanings:
Approved Land Plan means the Land Plan attached hereto as Exhibit B, which is
hereby approved by the City of Friendswood.
Cih�means the City of Friendswood, Texas.
City Water Systeni means all the water production pumps, lines, meters,
components, facilities, and equipment owned and used by the City to pump, treat,
monitor, convey, supply, and distribute water to the public.
City Wastez��ater System means all the Wastewater treatment facilities, lines,
components and equipment owned and used by the City to collect, convey, treat,
monitor, regulate, and dispose of wastewater.
Commission means the Texas Commission on Environmental Quality and any
successor agencies exercising any of its duties and functions related to municipal utility
districts.
Consent Conditions means the conditions for consent to the creation of the District
descr�bed in City Resolution No. 2005-25.
i'
� District means the proposed West Ranch Management District, and all land to be
included in said District at creation and thereafter.
District Recre�ational S�stem means the parks and recreational facilities designed,
constructed and financed by the District.
District S�stem means the District Water System, the District Wastewater System,
and the District Stormwater System.
F�iendswood\Utility Services Cont�act tinal 8-15-OS 2
District Thorouglifnre System means the system of streets and thoroughfares
designed, constructed and financed by the District.
District Villrzge Center Improvements means certain improvements and facilities to
serve the District's Village Center, including Uut not limitecl to parking facilities, public
art, lighting, landscaping, fountains, furniture, retaining walls and other improvements
intended to promote economic development within the Village Center.
District Water S�stem means certain improvements and facilities that will be
constructed by the District for the treatment and distribution of potable water to serve
customers of the District, ending at the Point of Connection of Water.
District Wi�stezc�nter System means the Wastewater system that will be constructed
by the District to serve the District for the collection of Wastewater received from
customers within the District, ending at the Point of Connection of Wastewater, and
will include any sewer force main, booster pumps and lift stations that will be required
to transport wastewater to the Point of Connection of Wastewater. It will also include
any modifications and updates as may be required by the City to existing offsite City
facilities. This will include (but not be limited to) remote telemetry and pump upgrades
or additions.
District Stormzi�ater System means the detention facilities and drainage system that
will be constructed to serve the District, and will include wet/dry detention basins,
open channels, storm sewer lines, outfall structures, other control structures, and
appurtenances related thereto.
District Detention Fr�cilities means that portion of the District Stormwater System
that consists of detention ponds and open channels, and appurtenances related thereto.
Point of Connection of Water means that point where the District Water System
conn�ts to the City Water System. The location of the Point of Connection of Water
shall��,be within an easement or right-of-way as mutually agreed upon by Developer and
the Crity; however, if the parties cannot agree, the City will designate the exact location.
Point of Connection of Wastez��ater means that point where the District Wastewater
System connects to the City Wastewater System. The location of the Point of
Connection of Wastewater shall be within an easement or right-of-way as mutually
agreed upon by Developer and the City; however, if the parties cannot agree, the City
will designate the exact location.
Qunlifying Facilities means those components of the District System, the District
Thoroughfare System, District Village Center, and the District Recreational System
qualifying for financing Uy the District as provided in Section 2.8 aild more particularly
Friendswood\Utility Seivices Cont�act final 8-15-OS 3
set out in Exhibit C, attached hereto and incorporated herein, and such other facilities
as the City may approve from time to time.
Wastez��rzter means the water-carried wastes, exclusive of ground, surface, and
storm waters, normally discharged from the sanitary conveniences of dwellings,
including apartments, houses, hotels, office buildings and institutions, of a domestic,
not industrial, nature, meeting the requirements of the City set forth in the City's Code
of Ordinances, as may be amended or superseded by the City from time to time.
Wastez��ater Services means the services provided by the City in receiving, treating,
testing, and disposing of Wastewater from the District Wastewater System to the City
Wastewater System in accordance with this Contract.
Water means potable water that meets federal and state standards for
consumption by humans.
ARTICLE 2.
DISTRICT FACILITIES
2.1 Construction of District System.
2.1.1 The District will finance, design and construct the District System as
required to serve the land within the District in accordance with plans and
specifications approved by the City in accordance with the Consent Conditions and
applicable law and ordinance.
2.1.2 Upon completion of facilities comprising a component of the District
System in accordance with all permits and approvals and inspection and approval of
such construction by the City, the District will convey such facilities with the exception
of the District Detention Facilities as referenced in Section 2.1.3 to the City, free and
clear,,�f all liens and encumbrances (but subject to the rights of reimbursement for funds
adva�ced to the District with respect thereto), for ownership, operation and
mairi'tenance by the City. The District shall have reserved to it all capacity funded by
the District in any conveyed facilities; provided that any excess capacity not required to
serve the District following full buildout within the District shall be available to the City
to serve other areas. The conveyance instrument shall be in the form attached hereto as
Exhibit D. The City shall incorporate conveyed facilities into the City System. The
City shall bill and collect for services from its customers, including customers within the
District. All revenues from conveyed facilities shall be the property of the City.
2.1.3 The District will own and maintain the District Detention
Facilities. The City will have no responsibilities with respect thereto.
FriendswoodlUtility Services Contract final 8-I S-OS 4
2.2 Standard of Service. After conveyance of any component of the
District System, services that are provided by the City to the District under this Contract
shall be substantially equivalent in quality to the water and wastewater services the
City provides to other City customers not in the District. Charges, fees and rates of City
customers in the District shall be the same as similarly situated customers within the
City as a whole.
2.3 Irrigation wells. The District may construct up to four (4) irrigation
wells for the benefit of lands within the District. Any irrigation wells constructed,
controlled or regulated by the District will Ue constructed to prevent any cross
contamination with the District or the City's potable water system, and all plans
therefor shall be submitted to the City for review and approval. The District
acknowledges that the District is within the City's groundwater reduction plan and that
the District's pumpage from irrigation wells will be included in the total amount of
water pumped within the area subject to the groundwater reduction plan and may
impair the City's ability to meet the requirements as to the usage of surface water under
such plan. Therefore,.the City and the District agree that the District will not pump
annually a total of more than 75,000,000 gallons of water in the aggregate from all
irrigation wells to serve land within the District without the prior written consent of the
City. If the District exceeds such pumpage, the City shall have the right to assess such
penalties as the City deems necessary and/or to require the District to cease usage of
such wells. The right of specific performance of the obligations under this section is
specifically reserved to the City.
2.4 Construction of the District Thoroughfare System.
2.4.1 The District will finance, design and construct the District
Thoroughfare System described on Exhibit E in accordance with plans and
specifications approved by the City in accordance with the Consent Conditions and
applic�ble law and ordinance.
'�' 2.4.2 In constructing the District Thoroughfare System, the District will
�
be allpwed to build the roads and streets in phases but will not be allowed to put in
only two lanes of a four lane boulevard but shall construct the full boulevard section to
the limits required by the City during the process of submittal and approval of the
plans and specifications for such component of the District Thoroughfare System.
2.4.3 Upon completion of facilities comprising a component of the
District Thoroughfare System in accordance with all permits and approvals and
inspection and approval of the City of such construction, the District will convey such
facilities to the City, free and clear of all liens and encumbrances (but subject to the
rights of reimUursement for funds advanced to the District with respect thereto), for
Fiiendswood\Utility Services Contiact tinal 8-15-OS 5
ownership, operation and maintenance by the City. The conveyance instrument shall
be in the form attached hereto as Exhibit D.
2.4.4 The District will construct the extension of West Road and Falcon
Ridge Drive to serve the school site referred to in Section 4.7 and the existing
Friendswood Independent School District site at Centennial Park in a timely manner so
as to meet the schedule of construction of the school on such site by Friendswood
Independent School. The City agrees to give the District at least eighteen (18) months
prior written notice of the time when Friendswood Independent School District will
need such roads to be complete for each site, provided, however, that the Developer
shall not be required to construct the West Road extension prior to the issuance of 750
building permits for project within the District. If the District fails to commence
construction of such road extensions timely and thereafter pursue them diligently until
completion, the City shall have the right to refuse to issue further building permits for
projects within the District until such road extensions are completed by the District.
2.5 Construction of the District Recreational System.
2.5.1 The District will finance, design and construct the District
Recreational System described on Exhibit E in accordance with plans and specifications
(consisting of plans stamped by a landscape architect or registered engineer) approved
by the City in accordance with the Consent Conditions and applicable law and
ordinance.
2.5.2 Upon completion of facilities comprising a component of the
District Recreational System in accordance with all permits and approvals, the District
will convey such facilities to the City or Home Owner's Association as directed by the
City in writing, free and clear of all liens and encumbrances (but subject to the rights of
reimbursement for funds advanced to the District with respect thereto), for ownership,
operation and maintenance by the City or Home Owner's Association. Any facilities to
be cc�Inveyed to the City must be inspected and approved by the City prior to
con�eyance. The conveyance instrument shall be in the form attached hereto as Exhibit
D. 11''he District will maintain or cause to be maintained all facilities constructed by the
District after conveyance to the City unless the City agrees in writing to take over such
operation and maintenance.
2.5.3 Within one hundred eighty (180) days of receipt of a written
request by the City, the District will, at no cost to the City, convey or cause to be
conveyed to the City the 47.3 acres in Harris County adjacent to the Blackhawk
Wastewater Treatment Plan and the 62.6 acres in Galveston County adjacent to Chigger
Creek, free and clear of all liens and encumbrances (but subject to the rights of .
reimbursement for funds advanced to the District with respect thereto), provided
however, that the District will continue to be responsible for maintaining such land and
Friendswood\Utility Services Contract final 8-15-OS 6
making such improvements thereon as are indicated in Exhibit E. The City will own,
operate and maintain any facilities that the City constructs on these tracts.
2.6 Construction of the District Village Center System.
2.6.1 The District will finance, design and construct the District Village
Center System described on Exhibit E in accordance with plans and specifications
approved by the City in accordance with the Consent Conditions and applicable law
and ordinance.
2.6.2 Upon completion of facilities comprising a component of the
District Village Center System in accordance with all permits and approvals, the District
will convey such facilities to the City or Property Owner's Association, as the City so
directs the District in writing, free and clear of all liens and encumbrances (but subject
to the rights of reimbursement for funds advanced to the District with respect thereto),
for ownership, operation and maintenance by the City or Property Owner's
Association. Any facilities to be conveyed to the City must be inspected and approved
by the City prior to conveyance. The conveyance instrument shall be in the form
attached hereto as Exhibit C.
2.7 Reyuirements Applicable to all Facilities to be Conveyed to the
City. The District agrees that it will require all contractors who construct facilities for
the District that will be ultimately conveyed to the City to provide a maintenance bond
to the District in compliance with the bonding requirements of the City then applicable
to the construction of the applicable public facilities and the District will assign such
maintenance bonds to the City upon conveyance of the facilities to the City.
Plans and specifications for District facilities, as well as any extensions, additions,
or modifications thereto, shall be submitted to the City for review and approval prior to
the District's installation or construction of same. District facilities or modifications
theret�� shall be designed and constructed in accordance with City standards and
speci�}cations, the requirements of Galveston County, the Commission, and any other
gove�nmental agency having or acquiring jurisdiction over such systems. All
easements in which any part of the District System are to be constructed or installed
shall be dedicated to the public for installation of public utilities.
City utility impact fees, tap fees, building inspection fees, and other routine City
fees and charges shall be the responsiUility of the home builders, as provided by City
ordinances.
2.8 Financing Qualifying Facilities. The District shall finance or reimburse
the Developer for advances with respect to the Qualifying Facilities through the
issuance of bonds backed Uy ad valorem property taxes. The District may not finance
Friendswood\Utiliry Services Contiact final 8-I 5-OS 7
facilities other than Qualifying Facilities through the issuance of bonds backed by ad
valorem property taxes.
2.9 Inspection by the City. The City shall have access at all reasonable times
to inspect the construction of the various District improvements as the City deems
necessary or desirable to verify compliance with this Contract.
2.10 Compliance with Laws and Regulations. The District shall promptly, at
its sole cost, take whatever action is necessary relating to the construction of the District
System in compliance with any federal or state law or regulation and the City discharge
permits.
2.11 Records and Reports. The District shall promptly provide to the City
upon request, and without charge, copies of any records or documents relating to
District improvements.
2.12 Reimbursement of Legal Fees. The Developer agrees to reimburse the
City for all legal fees incurred by the City in the drafting and review of this Contract,
the exhibits hereto, and all other documents relating to the creation of the District and
the provision of services to the Property. Such reimbursement shall be made within 30
days of receipt of an invoice for same.
2.13 Term. This Contract shall be effective as of the date of its approval by the
City Council of the City (the "Effective Date") and shall remain in effect for an initial
term of 30 years from the date of the issuance of the District's first issue of bonds and
shall automatically renew for consecutive one-year terms thereafter unless otherwise
terminated as provided in Sections 2.14, 2.15 and 2.16 of this Contract.
2.14 Termination for failure of the District to Approve this Contract. The
Developer shall cause the District to approve and execute this Contract, whereupon, the
Distr�ct shall Ue considered a party to this Contract for all purposes. The City may
termr�ate this Contract if the District has not approved and executed this Contract by
the e��rlier of within 90 days after the District's organizational meeting or May 1, 2006.
2.15 Dissolution of the District. This Contract shall terminate on the date of
dissolution of the District. The City agrees not to dissolve the District before
1. 90 percent of the District's Qualifying Facilities have been
constructed; and
2. the Developer has, or the Developer's successors or assigns have,
been reimbursed by the District to the maximum extent permitted by the
rules of the Commission or the City assumes any obligation of the District
for such reimbursement to the Developer under such rules.
F�iendswood\Utility Services ConUact final 8-I S-OS g
2.16 Termination for Default. Any party to this Contract who believes that
the other party to this Contract has defaulted in the performance of any condition, term,
or obligation owed to that party under the Contract shall give written notice of the
default to the defaulting party, specifying in detail the provision or provisions of the
Contract that have been breached and specifying what action must be taken to cure or
correct the default. Should the party receiving the notice fail to correct the default
within 60 days following receipt of the written notice, if such corrective action is within
the power of the defaulting party, the party giving the notice of default may terminate
this Contract by giving a written termination notice to the defaulting party specifying
the termination date.
2.17 Remedies cumulative. The parties specifically agree that the remedy of
specific performance of this Contract is an appropriate and necessary remedy and agree
that either party may employ the remedy of specific performance in the event of a
breach of this Article. It is not intended hereby to specify (and this Contract shall not be
considered as specifying) an exclusive remedy for any default, but all remedies,
including specific performance and mandamus, may be availed of by any party and
shall be cumulative of any other remedy herein specified.
ARTICLE 3.
CITY OBLIGATIONS
3.1 Provision of water and wastewater treatment capacity. The City agrees
to serve the District with Water and Wastewater Services as reasonably required in
conjunction with the development of the District, provided that all impact fees are paid
for such capacity and that such capacity at build out of the District does not exceed 3790
single-family equivalent connections of water and 3790 single-family equivalent
connections of sewage treatment capacity. The District shall provide the City annually
with evelopment projections which include the projected needed capacity for the next
three�3) years so as to allow the City time to plan for construction or expansions of
facili��es needed to provide the Water and Wastewater Services. Failure of the District
to ad+vise the City of future District needs so as to allow the City to provide services
hereunder shall excuse any non-performance of City is such regard. The District agrees
to cooperate fully with the City in the planning and arranging for all needed expansions
and construction of the City facilities needed to serve the District.
ARTICLE 4
FINANCIAL MATTERS
4.1 No tax rebate. The City does not have any ad valorem tax that overlaps
the services to be financed by the District with its ad valorem taxes; therefore, the City
will not reUate any of its ad valorem taxes to the District.
Fiiendswood\Utility Services Contract tinal 8-15-OS (�
4.2 Issuance limitation. The District will not issue bonded debt in excess of
the amount required to yield $14 million to finance Qualifying Facilities plus the costs
of financing.
4.3 Restrictions on Terms of Bonds. The District may issue bonds, including
refunding bonds, for any purposes authorized by law, including but not limited to,
purchasing, refinancing, designing and constructing, or otherwise acquiring
waterworks systems, sanitary sewer systems, storm sewer systems, drainage and
detention facilities, parks and recreational facilities, or parts of such systems or facilities,
and street and road construction and to make any and all necessary purchases,
constructions, improvements, extensions, additions, and repairs thereto, and to
purchase or acquire all necessary land, right-of-way, easements, sites, equipment,
buildings, plants, structures, and facilities therefor, and to operate and maintain same,
and to sell water, sanitary sewer, and other services within or without the boundaries of
the District. Such bonds must not have a maturity longer than 30 years from the date of
issuance of the District's first series of bonds, and further provide that the District
reserves the right to redeem said bonds on any date on or after the 15th anniversary of
the date of issuance (or any earlier date at the discretion of the District) without
premium, and none of such Uonds, other than refunding bonds, will be sold for less
than 95 percent of par; provided that the net effective interest rate on bonds so sold,
taking into account any discount or premium as well as the interest rate borne by such
bonds, will not exceed two percent above the highest average interest rate reported by
the Daily Bond Buyer in its weekly "20 Bond Index" during the one-month period next
preceding the date of the sale of such bonds. The resolution authorizing the issuance of
the District's bonds will contain a provision that the pledge of any revenues from the
operation of the District's water and sewer and/or drainage system to the payment of
the District's bonds will terminate when and if the City dissolves the District, takes over
the assets of the District, and assumes all of the obligations of the District.
Bonds may be issued only if the value to debt ratio of the District resulting from
the i�uance of such bonds together with the District's outstanding debt is 5 to 1 or
better�, i.e. the taxable value of the District must be at least five times the total
outsi�anding debt of the District including the bonds being issued. The District may
issue refunding bonds only if the refunding results in the following: (a) a three per cent
(3%) savings in debt service, (b) no extension of the maturity of the bonds being
refunded, and (c) level savings over the life of the Uonds.
Bonds may be issued only if the District can show that under the rules of the
Texas Commission on Environmental Quality, whether or not such rules apply to the
facilities to be financed, the bonds will be feasible at a tax rate not to exceed $0.65 per
$100 of valuation (the "Tax Cap") over the life of the bonds. In the event the District's
tax rate exceeds the Tax Cap, the City will not approve the issuance of any additional
Uonds until the District's tax rate falls below t11e Tax Cap and the proposed bond issue
Fiiendswood\Utility Services Contract final 8-15-OS 1 Q
meets the feasiUility requirements. The City shall have the right to disapprove the
issuance of bonds if the City finds that the projected growth on which the bond issue is
based is not likely to be achieved under the then-current conditions.
4.4 District Use of District Taxes and Assessments. The District shall use
taxes to finance and maintain only Qualifying Facilities. Should the District desire to
finance any other facilities or services, the District may levy assessments in accordance
with Chapter 375, Texas Local Government Code and the District's creating legislation
to finance such facilities or services.
4.5 District Issuance of Bonds. The District may issue bonds or levy
assessments only in accordance with the conditions set out the City ordinance
consenting to the creation of the District.
4.6 Exemptions from Assessment. The District shall exempt from any
assessment, Uut not from taxation, by the District any property or portion of a property
subject to a residential homestead exemption that is validly claimed and granted as
reflected by the records of the Galveston Central Appraisal District.
4.7 School District Site. Within six months after receipt of written request
from the City but in no event sooner than 750 building permits for projects in the
District have been issued, the District or Developer shall convey or cause to be
conveyed to the Friendswood Independent School District a tract of at least ten (10)
acres at Brittany Bay and West Road, unless otherwise agreed to by the parties, for a
school site. The conveyance will be at no cost to the City or to Friendswood
Independent School District. Should the conveyance not be made as provided herein,
the City shall have the right not to issue further building permits for projects in the
District until the site is conveyed.
4.8 Not an Allocation Agreement. This Contract is not and shall not be
constr�ed as an allocation agreement as provided for in Section 54.016, Texas Water
Code���
�
ARTICLE 5.
APPOINTMENTS OF MEMBERS OF
BOARD OF DIRECTORS OF DISTRICT
5.1 Enabling Legislation. Pursuant to Chapter 3837, Subtitle C, Title 4,
Special District Local laws Code (the "act"), the West Ranch Management District was
created. Section 3837.051 of the Act provides that the District shall be governed by a
Uoard comprised of five directors. Section 3837.052 provides that the board members
shall be appointed by the City Council of the City of Friendswood.
F�iendswood\Utility Services Contract tinal 8-I S-OS 1 1
5.1.1 Appointments To Board Of Directors Of District. The parties do hereby
specifically agree, which agreement shall be binding upon the successors and assigns
hereof, that the right of the City of Friendswood to make such District board
appointments shall be absolute. The failure or refusal of the City Council to appoint
one or more of the persons nominated by the District pursuant to section 3837.052 (1) to
the District board shall not be deemed a violation of such section. The parties concur
and agree that the meaning of such statutory provision is that the appointments of the
three board members described in section 3837.052 (1) shall be subject to both the
nomination by the District Uoard and the appointment of such nominee(s) by the City
Council. If the City Council fails or refuses to appoint a person nominated by the
board, the sole remedy of the board shall be to submit further nominations. Such
remedy shall also be the sole remedy for a property owner authorized to submit a list of
nominees to the board, to wit: submitting additional nominations.
5.1.2. Right of Appointment an Inducement to Entering into Contract.
Notwithstanding any other provision of this Contract to the contrary, the parties
understand, agree, and stipulate that the concurrence by District and Developer of the
construction of section 3837.052 was an inducement to City's entering into of this
Contract, and that without such concurrence by District and Developer, the City would
not have entered into this contract.
ARTICLE 6.
6.1 Approved Land Plan._The Developer, on behalf of itself and its successor
and assigns, and the District agree that all construction will comply with the Approved
Land Plan. Any change in the Approved Land Plan must be implemented by an
amendment to this Contract signed by all parties.
ARTICLE 7
,� MISCELLANEOUS
,,;
I' 7.1 Successors. This Contract shall be binding upon the successors or assigns
of th�e parties hereto.
7.2 Force Majeure. If any party is rendered unable, wholly or in part, by force
majeure to carry out any of its oUligations under this Contract, except the obligation to
pay amounts owed or required to be paid pursuant to the terms of this Contract, then
the obligations of such party, to the extent affected by such force majeure and to the
extent that due diligence is being used to resume performance at the earliest practicable
time, shall be suspended during the continuance of any inability so caused to the extent
provided but for no longer period. As soon as reasonably possible after the occurrence
of the force majeure relied upon, the party whose contractual obligations are affected
thereby shall give notice and full particulars of such force majeure to the other party.
Fiiendswood\Utility Services Contract tinal 8-IS-OS 12
Such cause, as far as possible, shall be remedied with all reasonable diligence. The term
"force majeure," as used herein, shall include without limitation of the generality
thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public
enemy, orders of any kind of the government of the United States or the State of Texas
or any civil or military authority other than a party to this Contract, insurrections, riots,
epidemics, landslides, lightning, earthquakes, fires, hurricanes, restraint of government
and people, civil disturbances, explosions, breakage or accidents to machinery,
pipelines or canals, partial or entire failure of water supply resulting in an inability to
provide water necessary for operation of the water and sewer systems hereunder or in
an inability of the City to provide Water or receive Wastewater, and any other
inabilities of any party, whether similar to those enumerated or otherwise, which are
not within the control of the party claiming such inability, which such party could not
have avoided by the exercise of due diligence and care. It is understood and agreed
that the settlement of strikes and lockouts shall be entirely within the discretion of the
party having the difficulty, and that the above requirement that any force majeure shall
be remedied with all reasonable dispatch shall not require the settlement of strikes and
lockouts by acceding to the demands of the opposing party when such settlement is
unfavorable to it in the judgment of the party experiencing such difficulty.
7.3 Applicable Law. This Contract shall be governed by the law of the State of
Texas and no lawsuit shall be prosecuted on this Contract except in a court of
competent jurisdiction located in Galveston County.
7.4 No Additional Waiver Implied. No waiver or waivers of any breach or
default (or any breaches or defaults) by any party hereto of any term, covenant,
condition, or liability hereunder, or the performance by any party of any duty or
obligation hereunder, shall be deemed or construed to be a waiver of subsequent
Ureaches or defaults of any kind, under any circumstances.
7.5 Addresses and Notice. Unless otherwise provided in this Contract, any
notice� communication, request, reply, or advice (herein severally and collectively, for
conv�nience, called "Notice") herein provided or permitted to be given, made, or
accepted by any party to the other (except bills), must be in writing and may be given or
be serviced by depositing the same in the United States mail postpaid and registered or
certified and addressed to the party to be notified, with return receipt requested, or by
delivering the same to such party, addressed to the party to be notified. Notice
deposited in the mail in the manner hereinabove described shall be conclusively
deemed to be effective, unless otherwise stated in this Contract, from and after the
expiration of three days after it is so deposited. Notice given in any such other manner
shall be effective when received by the party to be notified. For the purpose of notice,
addresses of the parties shall, until changed as hereinafter provided, be as follows:
Fiiendswood\Utility Services Conhact final 8-15-OS I 3
If to the City, to: If to the District, to:
City of Friendswood, Texas c/o Allen Boone Humphries Robinson
LLP
910 South Friendswood Drive 3200 Southwest Freeway,Suite 2600
Friendswood, Texas 77546 Houston, Texas 77027
Attn: Ron Cox Attn: James A. Boone
If to Developer, to:
Autumn Creek Development, Ltd.
c/o Lennar Homes of Texas Land and
Construction, Ltd.,
dba Friendswood Development Co.
550 Greens Parkway, Suite 100
Houston, Texas 77067-4526
Attn: John W. Hammond
The parties shall have the right from time to time and at any time to change their
respective addresses and each shall have the right to specify any other address by
written notice to the other parties at least 15 days prior to the effective date thereof.
7.6 Merger and Modification. This Contract, including the exhibits, along
with the Consent Conditions embody the entire agreement between the parties relative
to the subject matter hereof. This Contract shall be subject to change or modification
only with the written mutual consent of the parties.
7.7 Severability. The provisions of this Contract are severable, and if any
part of this Contract or the application thereof to any person or circumstances shall ever
be held by any court of competent jurisdiction to be invalid or unconstitutional for any
reasol�, the remainder of this Contract and the application of part of this Contract to
other3persons or circumstances shall not be affected thereby.
�;.
� 7.8 Assignability. This Contract shall be binding upon and inure to the
benefit of the parties hereto and their successors and, effective upon written notice
thereof to the City, shall Ue assignable by Developer to the District or, prior thereto, to
any other entity that will purchase or own the Property without the prior written
consent of the City.
7.9 Benefits of Contract. This Contract is for the benefit of the City,
Developer, and the District and their successors and assigns and shall not be construed
to confer any benefit on any other person or entity except as expressly provided for
herein.
Fiiendswood\Utiliry Se�vices Contract tinal 8-15-OS 14
7.10 Consents and Approvals. Whenever this Contract provides for the
approval or consent of one of the parties, such consent or approval shall not be
unreasonably withheld or delayed.
[EXECUTION PAGES FOLLOWJ
,.�
,�,
I�
Friendswood\Utility Services Contract tinal 8-15-OS 15
AGREED AND ACCEPTED as of the date first above written.
AUTUMN CREEK DEVELOPMENT,LTD.,
A Texas limited partnership
By: LENNAR HOMES OF TEXAS LAND
AND CONSTRUCTION, LTD.,
a Texas limited partnership,
dba Friendswood Development Company,
as Attorney in fact
By: Lennar Texas Holding Company,
a Texas corporation
its General Partner
By: ,�
Joh . ammond, Vice President
'�
;�i
Fiiendswood\Utility Services ConUact final 8-15-OS 16
CITY OF FRIENDSWOOD, TEXAS
-s
By: lv y
ayor
ATTEST:
f R�EpO
� ��� ��
, u �O
ity Secretary * *
a
''�r� � �+�'
��
,�,
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Fiiendswood\Utility Services Contract tinal 8-15-OS 17
WEST RANCH MANAGEMENT DISTRICT
By: 5---
Na
Title: .aic 5�ol,a►.�
ATTES :
Secret y
;�
,I I�
F�iendswood\Utility Services Contract tinal 8-15-OS 1 g
ASSIGNMENT AND APPROVAL OF UTILITY SERVICES CONTRACT
West Ranch Management District, a conservation and reclamation district
created by the Legislature of the State of Texas (the "District"), has approved and
assumed, and by these presents does approve and assume, the terms of the Utility
Services Contract Between the City of Friendswood, Texas, and Autumn Creek
Development, Ltd., a Texas limited parmership (the "Contract"), dated August 15 ,
2005, a copy of which is attached and incorporated into this document for all purposes.
Execution of this instrument shall be considered as assignment and acceptance of
the Contract by the District in accordance with Section 7.8 thereof.
APPROVED August 24, 2005.
WEST RANCH MANAGEMENT
DISTRICT
By: -
P nt, Board of Directors
•�:��
ATTE . .�
M` `;�'.
Secret , �rd of Directors � �
. ,
�. ?7
1,� �r. '�S '��y'`,.
h1 '' �"'•. .:.•'' �C' .
'I� •r�(`,f�H�1!/llilllllil����`��``�
73498
Assignment and approval requested and approved:
AUTUMN CREEK DEVELOPMENT, LTD.,
A Texas limited partnership
By: LENNAR HOMES OF TEXAS LAND
AND CONSTRUCTION, LTD., '
a Texas limited partnership,
dba Friendswood Development Company,
as Attorney in fact
By: Lennar Texas Holding Company,
a Texas corporation
its General Partner
By:
J n . Hammond, Vice President
,�
1 "
�I
73498 -2-
Exhibit A
Metes and Bounds Description of the District
The West Ranch Management District includes all territory contained in the following
described area:
All of the following four tracts of land containing 765.31
acres, more or less, which are situated in Harris County and
Galveston County, Texas:
TRACT "A"
BEING 224.66 acres of land in the John Dickinson League, Abstract Number 9, City of
Friendswood, Galveston County, Texas and being all of Lots 1 through 25, a portion of
Lot 26, Lot 27, Lot 28, all of Lots 29 through 38 and all of the land contained within the
roads adjoining the above said Lots of the Slone Subdivision, originally recorded in
Volume 254-A, Page 53 of the Galveston County Map Records and transferred to
Volume 13, Page 91 of the Galveston County Map Records, and also being all of the
unplatted portion of the said Slone Subdivision lying north of Lots 1 through 11, south
of Chigger Bayou and south of Clear Creek as shown on the plat of the said Slone
Subdivision, said 224.66 acres being a portion of that same property as described in
deeds recorded under Clerk's File Number 8900646 and 9305532 of the Official Public
Records of Real Property of Galveston County, Texas, said 224.66 acres being more
particularly described by metes and bounds as follows:
COMMENCING at a 4-inch Texas Department of Transportation brass disk in concrete
found,�or the most southerly corner of Century Oaks Estates, a subdivision plat
recorc�ed under Volume 18, Page 547 of the Galveston County Map Records, the
south�vvest corner of a called 2.5 acre tract as described in a deed recorded under
Volume 2563, Page 690 of the Galveston County Deed Records and being in the north
right-of-way line of Farm-to-Market Road 518, as widened per deed recorded in
Volume 3215, Page 290 of the Galveston County Deed Records,
THENCE N 18° 19' 12" E, a distance of 209.33 feet along the west line of the said 2.5 acre
tract and the east line of said Century Oaks Estates to a 5/8-inch iron rod with a cap
stamped "Brown & Gay" set for corner and the POINT OF BEGINNING, and from
which a 1/2-inch iron rod found bears N 67° 13' W, 1.71 feet;
THENCE N 18° 19' 12" E, a distance of 89.56 feet along the east line of said Century
Oaks Estates to a railroad rail found for corner;
Friendswood\Utiliry Services Contract tinal 8-I$-OS �(�
THENCE N 18° 28' 39" E, a distance of 1578.44 feet along the east line of said Century
Oaks Estates to a 2-inch iron pipe found for angle point;
THENCE N 48° 14' 29" E, a distance of 39.94 feet along the east line of said Century
Oaks Estates to a 5/8-inch iron rod with a cap stamped "Brown & Gay" set for angle
point;
THENCE N 28° 35' 39" E, a distance of 40.14 feet to a point for corner in the centerline of
Chigger Creek;
THENCE the following courses and distances along the centerline of said Chigger
Creek, in a downstream direction:
S 63° 57' 50" E, a distance of 54.25 feet; thence S 51° 48' 11" E, a distance of 94.50 feet;
thence S 72° 43' 56" E, a distance of 46.71 feet; thence N 71° 33' 51" E, a distance of 168.92
feet; thence S 67°55' 09" E, a distance of 79.85 feet; thence S 36° 39' 49" E, a distance of
102.93 feet; thence S 13° 21' 09" E, a distance of 98.50 feet; thence S 04° 26' 03" W, a
distance of 93.97 feet; thence N 47°51 '01" E, a distance of 82.81 feet; thence N 28° 35' 46"
E, a distance of 36.63 feet; thence N 07° 33' 15" W, a distance of 138.78 feet; thence N 22°
51' 52" E, a distance of 56.44 feet; thence N 86°33' 35" E, a distance of 49.07 feet; thence S
48° 31' 51" E, a distance of 110.30 feet; thence S 36° 41' 13" E, a distance of 82.17 feet;
thence S 17° 01' 24" E, a distance of 55.03 feet; thence S 01°31' 04" W, a distance of 79.86
feet; thence S 57° 33' 57" E, a distance of 47.66 feet; thence S 87° 43' 35" E, a distance of
109.88 feet; thence N 44° 59' 16" E, a distance of 26.88 feet; thence N 19°07' 52" E, a
distance of 55.71 feet; thence N 59° 31' 38" E, a distance of 82.36 feet; thence S 79° 11' 24"
E, a distance of 69.98 feet; thence S 57° 17' 10" E, a distance of 75.75 feet; thence S 45°46'
07" E, a distance of 82.84 feet; thence S 79° 21' 24" E, a distance of 90.35 feet; thence S 59°
06' 50" E, a distance of 118.77 feet; thence S 14° 16' 09" E, a distance of 266.96 feet; thence
S 30°06' 55" E, a distance of 180.77 feet; thence S 55° 37' 40" E, a distance of 78.97 feet;
thenc� N 85° 12' 02" E, a distance of 85.00 feet; thence N 41° 37' 31" E, a distance of
111.�� feet; thence N 62°41' 17" E, a distance of 194.76 feet; thence N 71° 44' 52" E, a
dista'i�ce of 128.27 feet; thence S 54° 36' 37" E, a distance of 98.50 feet; thence S 47° 09' 52"
E, a distance of 112.80 feet; thence S 75°48' 49" E, a distance of 258.64 feet; thence N 71°
22' 14" E, a distance of 95.41 feet; thence N 51° 56' 39" E, a distance of 325.94 feet; thence
N 63° 03' 28" E, a distance of 138.92 feet; thence N 74°09' 26" E, a distance of 240.94 feet;
thence N 53° 41' 57" E, a distance of 179.61 feet; thence N 39° 17' 28" E, a distance of
255.30 feet; thence N 52° 10' 50" E, a distance of 480.46 feet to a point in the centerline of
Clear Creek;
THENCE the following courses and distances along the centerline of said Clear Creek in
a downstream direction:
F�iendswood\Utility Se�vices Contiact final 8-15-OS 2�
N 83° 02' 44" E, a distance of 216.85 feet; thence S 81° 11' 31" E, a distance of 221.42 feet;
THENCE S 31° 29' 04" W, departing the centerline of said Clear Creek and at a distance
of 200.00 feet pass a 5/8-inch iron rod with cap stamped " Brown &Gay" set for
reference in the west line of Rancho Viejo Section One, a subdivision plat filed for
record under Volume 15, Page 92 and Page 93 of the Galveston County Map Records, at
a distance of 3806.87 feet pass a southwest corner of said Rancho Viejo Section One and
continuing for a total distance of 4413.64 feet to a 3/4-inch iron rod found for corner in
the north right-of-way of said Farm-to-Market Road 518 (140-foot width);
THENCE N 66° 48' 50" W, a distance of 1474.06 feet to a 4-inch Texas Department of
Transportation brass disk in concrete found for the Ueginning of a tangent curve to the
right;
THENCE in a northwesterly direction along said curve to the right an arc distance
1477.43 feet, having a radius of 2476.48 feet, a central angle of 34°10'54" and a chord
which bears N 49° 43' 23" W, 1455.61 feet to a 5/8-inch iron rod with cap stamped
"Brown &Gay" set for corner and being the southeast corner of the said 2.5 acre tract,
and from which a found 4-inch Texas Department of Transportation brass disk in
concrete bears S 88° 54' W, 1.07' and a found 5/8-inch iron rod bears N 45° 13' W, 0.52;
THENCE N 23° 05' 10" E, departing the north right-of-way line of said Farm-to-Market
Road 518 and along the east line of the said 2.5 acre tract a distance of 437.48 feet to a
5/8-inch iron rod with cap stamped "Brown & Gay" set for corner, and from which a
found 1/2-inch iron rod bears N 68° 30' W, 1.53 feet;
THENCE N 66° 44' 36" W a distance of 312.80 feet to POINT OF BEGINNING and
containing 224.70 acres of land.
SAVE�AND EXCEPT the following 0.0367 acre tract of land:
Bein�;��a 0.0367 acre tract of land in the John Dickinson League, Abstract Number 9, City
of Friendswood, Galveston County, Texas and being all of that certain 0.0367 acre tract
of land described in a deed recorded under Clerk's File Number 9636229 of the Official
Public Records of Galveston County, Texas, said 0.0367 acre tract being more
particularly described by metes and bounds as follows:
COMMENCING at a 4-inch Texas Department of Transportation brass disk in concrete
found for the most southerly corner of Century Oaks Estates, a subdivision plat
recorded under Volume 18, Page 547 of the Galveston County Map Records, the
southwest corner of a called 2.5 acre tract as described in a deed recorded under
Volume 2563, Page 690 of the Galveston County Deed Records and being in the north
Fiiendswood\Utility Services ConUact tinal 8-IS-05 21
right-of-way line of Farm-to-Market Road 518, as widened per deed recorded in
Volume 3215, Page 290 of the Galveston County Deed Records;
THENCE N 18° 19' 12" E, a distance of 209.33 feet along the west line of the said 2.5 acre
tract and the east line of said Century Oaks Estates to a 5/8-inch iron rod with a cap
stamped "Brown & Gay" set for corner and from which a 1/2-inch iron rod found bears
N 67° 13' W, 1.71 feet;
THENCE N 18° 19' 12" E, a distance of 89.56 feet along the east line of said Century
Oaks Estates to a railroad rail found for corner;
THENCE N 18° 28' 39" E, a distance of 196.40 feet along the east line of said Century
Oaks Estates to a point for corner;
THENCE S 71° 31' 21" E, a distance of 2654.33 feet to a 5/8-inch iron rod with cap
stamped "Brown & Gay" set for corner and being the POINT OF BEGINNING of the
herein described 0.0367 acre tract;
THENCE N 68° 59' 31" E, a distance of 40.00 feet to a 5/8-inch iron rod with cap
stamped "Brown & Gay" set for corner;
THENCE S 21° 00' 29" E, a distance of 40.00 feet to a 5/8-inch iron rod with cap stamped
"Brown & Gay" set for corner;
THENCE S 68° 59' 31" W, a distance of 40.00 feet to a 5/8-inch iron rod with cap
stamped "Brown & Gay" set for corner;
THENCE N 21° 00' 29" W, a distance of 40.00 feet to the POINT OF BEGINNING and
containing 0.0367 of an acre of land.
In co clusion, the herein described Tract "A", being 224.70 acres of land, SAVE AND
EX�PT the herein described 0.0367 of an acre tract of land out of the Tract "A" and
com�rising a total acreage of 224.66 acres of land.
Bearing orientation is Uased on the Texas State Plane Coordinate System, South Central
Zone NAD-83 and was derived Uy GPS (Global Positioning System) measurements.
TRACT "B"
Being a 1.5678 acre tract of land and being a portion of Lots 27 and 28 of the of the Slone
Subdivision, originally recorded in Volume 254-A, Page 53 of the Galveston County
Map Records and transferred to Volume 13, Page 91 of the Galveston County Map
Records, said 1.5678 acres being the remainder of Lots 27 and 28 of the of the Slone
Friendswood\Utility Services ConUact Yinal 8-15-OS 22
Subdivision lying south of Farm-to-Market Road 518 as widened per deed recorded in
Volume 3215, Page 290 of the Galveston County Deed Records, and also being a portion
of that same property as described in deeds recorded under Clerk's File Number
8900646 and 9305532 of the Official Public Records of Real Property of Galveston
County, Texas, said 1.5678 acres of land being more particularly described by metes and
bounds as follows:
Tract "B" - 1.5678 Acres
BEGINNING at a 3/8-inch iron rod found for the southeast corner of a called 2.4367
acres out of Lot "B" of the said Slone Subdivision and as described in deed recorded
under Clerk's File Number 8409880 of the Official Public Records of Real Property of
Galveston County, Texas, and the southwest corner Lot 27 of the said Slone
Subdivision and in the north right-of-way line of Old Friendswood Road (50-foot
width) as shown on the plat of the said Slone
Subdivision;
THENCE N 23° 12' 45" E, a distance of 326.27 feet along the west line of said Lot 27 and
the east line of said Lot "B" to a 3/8-inch iron rod found for corner in the south right-of-
way line of said Farm-to-Market Road 518 as widened per deed recorded in Volume
3215, Page 290 of the Galveston County Deed Records;
THENCE S 27° 31' 52" E, a distance of 273.88 feet along the south right-of-way line of
said Farm-to-Market Road 518 (width varies) to a 5/8-inch iron rod with a cap stamped
"Brown & Gay" set for the beginning of a tangent curve to the left;
THENCE in a southeasterly direction along said curve to the left an arc distance of
301.00 feet, having a radius of 1004.93 feet, central angle of 17° 09' 41" and a chord
which bears S 36° 06' 43" E, 299.88 feet to a 5/S-inch iron rod with a cap stamped
"BrowI}� & Gay" set for corner and being the intersection of the said widened Farm-to-
Mark�t Road 518 (width varies) with the north right-of-way line of said Old
Frieri�iswood Road (50-foot width);
�
THENCE N 66° 47' 00"W, a distance of 469.99 feet along the north right-of-way of said
Old Friendswood Road (50-foot width) to the POINT OF BEGINNING and containing
1.5678 acres of land.
Bearing orientation is based on the Texas State Plane Coordinate System, South Central
Zone NAD-83 and was derived by GPS (Global Positioning System) measurement.
TRACT "C"
Fiiendswood\Utility Services Contiact final 8-15-OS 23
BEING 491.76 acres of land in the John Dickinson League, Abstract 9, City of
Friendswood, Galveston County, Texas and being Lots 53 through 58, Lots 60 through
63, a portion of Lot 64, Lots 74 through 102, Lots 104 through 116, Lots 119 through 125,
Lots 128 through 142, Lots 145 through 157 of the Slone Subdivision, originally
recorded in Volume 254-A, Page 6 of the Galveston County Map Records and
transferred to Volume 3, Page 61A of the Galveston County Map Records, the portion
of Lots 158 through 170 of the said Slone Subdivision being north of the south line of the
John Dickinson League, Abstract 9 as shown on the adjoining plat of Slone's Second
Subdivision filed for record in Volume 13, Page 93 of the Galveston County Map
Records, as described by the City of Friendswood, Texas Ordinance No. 178 and
monumented on the ground, and all of the area contained within the roads of the said
Slone Subdivision which adjoin the above said Lots, except the area of road adjoining
the south line of Lot 125, the north line of Lot 145, that portion of the road south of Lots
158, 159, and 160 and north of Lot 170 being of the south line of the said John Dickinson
League, Abstract 9, said 491.76 acres being a portion of that same property as described
in deeds recorded under Clerk's File Number 8900646 and 9305532 of the Official Public
Records of Real Property of Galveston County, Texas, and all of the property described
in Clerk's File Numbers 2001058454, 9607809, 9607810, 2001058452, 9416299, 9331194,
9439629, 9339033, 9338428, 9330747, 9906797, 9300437, and 9231217 of the Official Public
Records of Real Property of Galveston County, Texas, said 491.76 acres being described
by metes and bounds as follows:
BEGINNING at 2-inch iron pipe found for corner at the intersection of the west line of
the said John Dickinson League, Abstract 9 with the south corner of the Sarah
McKissick Survey, Abstract 151 and the most easterly north corner of the Mary Fabreau
Survey, Abstract 69 being an angle point the west line of Lot 108 of the said Slone
Subdivision, same also being the south corner of a 50-foot wide strip of land dedicated
to the City of Friendswood for roadway purposes as shown on the plat of Falcon Ridge
Section Three, a subdivision plat filed for record under Volume 18, Page 282 of the
Galveston County Map Records;
THTI':TCE N 41°43'46" E, along the east line of the said 50-foot roadway and the west
line �f the said Slone Subdivision a distance of 1118.80 feet to a 5/8-inch iron rod found
for corner and being the southwest corner of a called 61.3567 acres described in a deed
recorded under Clerk's File Number 9441874 of the Official Public Records of Real
Property of Galveston County, Texas;
THENCE S 66°47'00" E, along the south line of the said 61.3567 acre tract and the north
line of a 30-foot wide roadway shown on the plat of said Slone Subdivision a distance of
2054.04 feet to a 5/8-inch iron rod found for the southwest corner of Lot 74 of said Slone
Subdivision;
Friendswood\Utility Se�vices Contiact tinal 8-15-OS 24
THENCE N 23°13'00" E, along the east line of the said 61.3567 acre tract, the east line of
Lot 52, the west line of Lot 74 and Lot 53 of the said Slone Subdivision a distance of
1846.66 feet to a 5/8-inch iron rod with cap stamped "Brown &Gay" set for the
northwest corner of Lot 53, being in the south right-of-way line of Old Friendswood
Road (50-foot width) and from which a 1/2-inch iron rod found bears N 22° 56' 27" E,
2.85 feet;
THENCE S 66°47'00" E, along the south line of Old Friendswood Road (50-foot width) a
distance of 847.01 feet to a 5/S-inch iron rod with cap stamped "Brown & Gay" set for
the beginning of a non-tangent curve to the left and being the intersection of the south
right-of-way line of said Old Friendswood Road and the south right-of-way line of
Farm-to-Market Road 518 (width varies) as widened per deed recorded in Volume 3215,
Page 290 of the Galveston County Deed Records;
THENCE in a southeasterly direction along said curve to the left an arc distance of
219.55 feet, having a radius point which bears N 35°42' 14" E, 1004.93 feet a central angle
of 12°31'04" and a chord which bears S 60°33'18" E, 219.12 feet to a 5/8-inch iron rod
with cap stamped "Brown & Gay" set for the end of the said curve to left;
THENCE S 66°48'50" E a distance of 339.17 feet along the south line of said Farm-to-
Market Road 518 (width varies) to a 5/8-inch iron rod with cap stamped "Brown &
Gay" set for the northeast corner of Lot 58 of the said Slone Subdivision;
THENCE S 23°13'00" W, departing said Farm-to-Market Road 518 right-of-way, a
distance of 907.78 feet along the east line of said Lot 58 and the west line of Lot 59 of the
said Slone Subdivision to a 5/8-inch iron rod with cap stamped "Brown & Gay" set for
corner;
THENCE S 66°47'00" E, a distance of 234.00 feet along the south line of Lot 59 to a 1-inch
iron pi�e found for the southeast corner of said Lot 59;
THE�' CE N 23°13'00" E, a distance of 907.91 feet along the east line of said Lot 59 and
the we�st line of Lot 60 of the said Slone Subdivision to a 5/8-inch iron rod with cap
stamped "Brown & Gay" set for the northwest corner of Lot 60 and being in the south
right-of-way line of said Farm-to-Market Road 518 (140-foot width);
THENCE S 66°48'50" E, a distance of 1188.89 feet along the south right-of-way line of
said Farm-to-Market Road 518 (140-foot width) to a 5/8-inch iron rod with cap stamped
"Brown & Gay" set for corner and from which 1/2-inch iron rod found bears S 11° 52'
W, 0.84 feet;
THENCE S 31°27'01" W, a distance of 918.00 feet along the west line of a called 4.8476
acre tract of land described in a deed recorded under Clerk's File Number 2001020091 of
Friendswood\Utility Seivices Contract tinal 8-15-OS 25
the Official Public Records of Real Property of Galveston County, Texas to a 5/8-inch
iron rod with cap stamped "Brown & Gay" set for corner and from which a found 5/8-
inch iron rod found bears N 38° 40' 38" E, 12.06 feet;
THENCE S 66°47'00" E, a distance of 234.19 feet to a 5/8-inch iron rod with cap stamped
"Brown & Gay" set for corner and being in the west line of Rancho Viejo Section Two, a
subdivision plat filed under Volume 15, Page 183-184 of the Galveston County Map
Records;
THENCE S 31°27'01" W, a distance of 1881.19 feet along the east line of said Slone
Subdivision and the west line of said Rancho Viejo Section Two, to a 3/4-inch iron pipe
found for the southeast corner of Lot 107 and the northeast corner of Lot 127 of the said
Slone Subdivision;
THENCE N 66° 47' 00" W, a distance of 554.37 feet along the north line of Lot 126 and
Lot 127 to a 5/8-inch iron rod found for the northeast corner of Lot 125 and the
northwest corner of Lot 126 of the said Slone Subdivision;
THENCE S 23° 13' 00" W a distance of 915.90 feet along the east line of said Lot 125 and
the west line of said Lot 126 to a 3/8-inch iron rod found for the southeast corner of said
Lot 125 and the southwest corner of said Lot 126 and being in the north line of a 30-foot
wide road right-of-way as shown on the plat of the said Slone Subdivision;
THENCE N 66° 47' 00" W, a distance of 234.38 feet along the south line of said Lot 125
and the north line of the last said 30-foot wide road right-of-way to a 5/8-inch iron rod
with cap stamped "Brown & Gay" set for the southwest corner of said Lot 125;
THENCE S 23° 13' 00" W, a distance of 945.90 feet over and across the last said 30-foot
wide road right-of-way, along the east line of Lot 142 and the west line of Lot 143 of the
said Slone Subdivision to a 5/8-inch iron rod with a cap stamped "Brown & Gay" set for
the sq�utheast corner of said Lot 142;
,�,
THE�'�10E S 66° 47' 00" E, along the south line of Lot 143 and Lot 144 of the said Slone
Subdivision, at a distance of 229.14 feet pass a found 1/2-inch iron rod and continuing
for a total distance of 468.00 feet to a 1/2-iron rod found for the southwest corner of Lot
145 and the southeast corner of Lot 144 of the said Slone
Subdivision corner;
THENCE N 23° 13' 00" E, a distance of 915.90 feet along the west line of said Lot 145 and
the east line of said Lot 144 to a 5/8-inch iron rod with cap stamped "Brown & Gay" set
for the northwest corner of said Lot 145 in the south line of the last said 30-foot road
right-of-way, and from which a 3/8-inch iron found bears N 18° 38' 28" E, 3.91 feet;
Fiiendswood\Utility Services Contiact tinal 8-15-OS 26
THENCE S 66° 47' 00" E, a distance of 183.87 feet along the south line of the last said 30-
foot road right-of-way to a 5/8-inch iron rod with cap stamped "Brown &Gay" set for
the northeast corner of said Lot 145 and being in the east line of said Slone Subdivision
and the west line of said Rancho Viejo Section Two;
THENCE S 31°27'01" W, at a distance of 141.19 feet pass a 1/2-inch iron rod found for
the southwest corner of said Rancho Viejo Section Two and the northwest corner of a
called 45.906 acre tract descriUed in a deed recorded under Clerk's File Number 9316733
of the Official Public Records of Real Property of Galveston County, Texas, continuing
along the east line of the said Slone Subdivision and the west line of the Slone Second
Subdivision, a subdivision plat filed for record under Volume 254A, Page 12 &15 of the
Galveston County Map Records a total distance of 1589.22 feet to a 5/8-inch iron rod
with cap stamped "Brown & Gay" set for the southeast corner of the herein described
tract and being in the south line of the John Dickinson League, Abstract 9 and the north
line of the I & G. N.R.R Company Survey No. 4, Abstract 608, and from which a found
1/2-inch iron pipe bears N 86° 55' 50" E, 1.24 feet, and a 2-inch iron pipe found for the
southeast corner of the said Slone Subdivision bears S 31° 27' 01"W, 293.38 feet;
THENCE S 86° 55' 50" W, a distance of 3151.54 feet over and across Lots 158 through
160, a 30-foot road and 170 through 162 of the said Slone Subdivision and along the
south line of the said John Dickinson League, AUstract 9 and the north line of the I & G.
N.R.R Company Survey No. 4, Abstract 608, to a square iron axle found in the west line
of the said Slone Subdivision for the southwest corner of the herein described tract and
the southwest corner of the said John Dickinson League, Abstract 9, and from which the
southwest corner of the said Slone Subdivision bears S 03° 05' 56" E, 284.94 feet;
THENCE N 03°05'56" W, along the west line of the said Slone Subdivision, at a distance
of 1323.08 feet pass a 1-inch iron pipe found for the most easterly northeast corner of a
called 97.00 acres described in a deed recorded under Clerk's File Number 9705354 of
the Official Public Records of Real Property of Galveston County, Texas, and continuing
for a t�tal distance of 4239.36 feet to the POINT OF BEGINNING and containing 506.20
acres��pf land.
�
SAVE AND EXCEPT this 9.525 acre tract of land:
Being 9.525 acres of land situated in the John Dickinson League, Abstract 9, City of
Friendswood, Galveston County, Texas and being all of Lots 117 and 118 of the Slone
Subdivision, originally recorded in Volume 254-A, Page 6 of the Galveston County Map
Records and transferred to Volume 3, Page 61A of the Galveston County Map Records,
said 9.525 acres being more particularly described by metes and bounds as follows:
BEGINNING at a 1-1/2 inch iron pipe found for the northwest corner of said Lot 117;
Fiiendswood\Utility Services Contract final 8-15-OS 27
THENCE S 66° 47' 00" E, a distance of 453.00 feet to a 3/8-inch iron rod found
(disturbed) in the west line of a 30-foot road for the northeast corner of said Lot 118;
THENCE S 23° 13' 00" W, a distance of 915.90 feet to a 5/8-inch iron rod with cap
stamped "Brown &Gay" set for the southeast corner of said Lot 118 in the north of a 30-
foot road;
THENCE N 66° 47' 00" W, a distance of 453.00 feet to a 3/8-inch iron found (disturbed)
for the southwest corner of said Lot 117;
THENCE N 23° 13' 00" E, a distance of 915.90 feet to the POINT OF BEGINNING and
containing 9.525 acres of land.
SAVE AND EXCEPT this 4.920 acre of land:
Being 4.920 acres of land situated in the John Dickinson League, Abstract 9, City of
Friendswood, Galveston County, Texas and being all of Lot 103 of the Slone
Subdivision, originally recorded in Volume 254-A, Page 6 of the Galveston County Map
Records and transferred to Volume 3, Page 61A of the Galveston County Map Records,
said 4.920 acres being more particularly described by metes and bounds as follows:
COMMENCING at a 5/8-inch iron rod found for the northwest corner of Lot 126 of the
said Slone Subdivision;
THENCE N 66° 47' 00" W, a distance of 234.38 feet to a 5/8-inch iron rod with cap
stamped "Brown & Gay" set for the southeast corner of said Lot 103 and the POINT OF
BEGINNING;
THENCE N 66° 47' 00" W, a distance of 234.00 feet to a 5/8-inch iron rod with cap
stamped "Brown & Gay" set for the southwest corner of said Lot 103;
THEI"�10E N 23° 13' 00" E, a distance of 915.90 feet to a 5/8-inch iron rod with cap
stam��ed "Brown & Gay" set for the northwest corner of said Lot 103;
THENCE S 66° 47' 00" E, a distance of 234.00 feet to a 5/8 inch iron rod with cap
stamped "Brown & Gay" set for the northeast corner of said Lot 103;
THENCE S 23° 13' 00" W, a distance of 915.90 feet to the POINT OF BEGINNING and
containing 4.920 acres of land.
In conclusion, the herein described Tract "C", being 506.20 acres of land, SAVE AND
EXCEPT the herein described 9.525 acre tract and the herein described 4.920 acre tract of
land, said Tract "C" comprising a total acreage of 491.76 acres of land.
Friendswood\Utility Services Cont�act final 8-I S-OS 28
Bearing orientation is based on the Texas State Plane Coordinate System,South Central
Zone NAD-83 and was derived by GPS (Global Positioning System) measurements.
Tract "D"
BEING 47.32 acres of land situated in the John Dickinson League, Abstract Number 15
and the Sarah McKissick Survey Abstract Number 549, Harris County, Texas, and being
out of a called 128.897 acre tract of land described in the deed to Autumn Creek
Development, Ltd., recorded under Harris County Clerk's File Number S953732, said
47.32 acres being described by metes and bounds as follows:
BEGINNING at a point for the southeast corner of Autumn Creek Section Nine, a
subdivision as shown on the plat thereof recorded at Film Code Number 497014 of the
Harris County Map Records in the westerly right-of-way line of West Bay Area
Boulevard, (100-foot wide right-of-way);
THENCE in a southeasterly direction with the westerly right-of-way line of said West
Bay Area Boulevard along said curve to the left having an arc distance of 506.26 feet, a
radius of 2,050.00 feet, a central angle of 14° 08' 58" and a chord which bearing S 11° 37'
18" E, 504.97 feet, to the point of tangency of said curve;
THENCE S 18° 41' 47" E, a distance of 248.04 feet with the westerly right-of-way line of
said West Bay Area Boulevard to a point at the northeast corner of a called 1.7040 acre
tract of land described by a deed to the City of Friendswood, recorded under Harris
county Clerk's File Number K176284;
THENCE S 71° 18' 13" W, a distance of 100.65 with the northerly line of said 1.7040 acre
tract to a point at the northwest corner of said 1.7040 acre tract and the north corner of a
called�0.2798 acre tract described by deed to Gulf Coast Waste Disposal Authority,
recor d under Harris County Clerk's File Number P950404;
,
I'
THEPITCE S 41° 47' 10" W, a distance of 1,519.76 feet with the northwest line of said
20.2798 acre tract to a point for a corner;
THENCE N 65° 22' 41" W, a distance of 70.22 feet;
THENCE N 72° 32' 12" W, a distance of 253.55 feet;
THENCE N 89° 34' 51" W, a distance of 93.55 feet;
THENCE S 88° 46' 20" W, a distance of 93.87 feet;
Fiiendswood\Utility Services Contract tinal 8-I S-OS 2(�
THENCE N 75° 06' 28" W, a distance of 115.12 feet;
THENCE N 54° 31' 09" W, a distance of 67.47 feet;
THENCE N 41° 43' 46" E, a distance of 737.60 feet with the southeast line of called 3.4
acre tract described by deed recorded in Volume 264, Page 548, of the Harris County
Deed Records, to a point for a corner;
THENCE N 48° 21' 15" W, a distance of 199.99 feet with the northeast line of said 3.4
acre tract;
THENCE S 41° 43' 46" W, a distance of 709.88 feet with the northwest line of said 3.4
acre tract;
THENCE N 20° 12' 20" W, a distance of 129.06 feet;
THENCE N 13° 26' 52" W, a distance of 91.03 feet;
THENCE N 07° 51' 30" W, a distance of 67.29 feet;
THENCE N 41° 43' 46" E, a distance of 554.47 feet with the southeast line of a called 3.4
acre tract of land described by deed to Charles Crady III, recorded under Harris County
Clerk's File Number
C841669, to a point for a corner;
THENCE N 48° 13' 21" W, a distance of 319.44 feet with the northeast line of said
Charles Crady III tract to a point for a corner;
THENCE S 41° 43' 46" W, a distance of 327.16 feet with the west line of said Charles
Crady III tract, to the north high bank of Clear Creek;
THEI'�:10E with the meanders of the northerly high bank of Clear Creek the following
cour�es and distances;
N 06° 15' 18" E, a distance of 128.87 feet; thence N 29° 33' 14" E, a distance of 96.29 feet;
thence N 35° 23' 39" E, a distance of 90.35 feet; thence N 54° 40' 40" E, a distance of
171.73 feet; thence N 65°22' 42" E, a distance of 76.58 feet; thence N 70° 16' 39" E, a
distance of 165.74 feet; thence N 85° 37' 19" E, a distance of 133.13 feet; thence S 73° 47'
45" E, a distance of 47.39 feet; thence N 80°52' 47" E, a distance of 106.09 feet; thence N
71° 30' 39" E, a distance of 118.94 feet; thence N 63° 18' 34" E, a distance of 84.87 feet;
thence N 44° 42' 37" E, a distance of 92.08 feet; thence N 39°51' 29" E, a distance of 86.14
feet; thence N 29° 04' 19" E, a distance of 50.03 feet to the southwest corner of said
Autumn Creek Section Nine;
Friendswood\Utility Seivices Contiact final 8-]5-OS 30
THENCE with the south line of said Autumn Creek Section Nine the following courses
and distances;
S 24° 51' 52" E, a distance of 69.54 feet; thence S 06° 45' 46" E, a distance of 87.56 feet;
thence S 32° 26' 33" E, a distance of 85.50 feet; thence S 88° 37' 39" E, a distance of 14.86
feet; thence N 44°06' 45" E, a distance of 112.42 feet; thence N 21° 44' 05" E, a distance of
112.59 feet; thence N 56° 48' 17" E, a distance of 32.67 feet; thence S 79° 07' 55" E, a
distance of 52.80 feet; thence S 63°32' 53" E, a distance of 52.09 feet; thence S 49° 13' 34"
E, a distance of 37.53 feet; thence N 70° 39' 58" E, a distance of 39.78 feet; thence N 22°
49' 00" E, a distance of 57.03 feet; thence N 00°17' 16" W, a distance of 29.48 feet; thence
N 38° 11' 13" W, a distance of 86.26 feet; thence N 18° 19' 44" E, a distance of 50.57 feet;
thence N 03° 06' 21" W, a distance of 72.07 feet; thence N 67°12' 26" E, a distance of 40.69
feet; thence S 55° 50' 39" E, a distance of 76.98 feet; thence S 73° 56' 00" E, a distance of
36.58 feet; thence N 67° 59' 15" E, a distance of 41.85 feet; thence N 37°54' 13" E, a
distance of 106.81 feet; thence S 77° 38' 13" E, a distance of 39.60 feet; thence S 41° 22' 10"
E, a distance of 72.50 feet; thence S 34° 59' 04" E, a distance of 41.88 feet; thence N 84°58'
55" E, a distance of 37.80 feet to the POINT OF BEGINNING and containing 47.32 acres
of land.
,�
,��
I'
Fiiendswood\Utility Services Contract final 8-15-OS 31
_ �
EXHIBIT B
APPROVED LAND PLAN
;�
,I I�
Friendswood\Utility Services Contiact tinal 8-15-OS 32
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o u e ner I�u tu�
LEGEND WEST RANCH
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000 0 .SEON.O.lT11�IL5Y8TEY I'RI�NDSWOOD, TEXA6
Q • WLIC�YN
p ..vOSEDM.0.1lI�RK FRI�NDSWOODr DEVELOPMENT
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Exhibit C
Qualifving Facilities
"Qualifying Facilities" includes the following, this list being an exclusive listing
on the Qualifying Facilities, and such facilities as the City may approve from time to
time for addition to this list.
1. Approximately 12,800 ft. of looped water distribution line down West
Boulevard, Falcon Ridge Drive and Brittany Bay Boulevard (no other
internal District water lines) at an estimated cost of$629,000
2. Approximately 12,800 ft. of sewer collection line and needed lift stations.
expansions to existing lift stations and force mains (no other internal
District sewer collection lines) at an estimated cost of$1,391,000
3. Regional detention pond at an estimated cost of$4,426,000
4. Parking and related improvements at the two natures parks at an
estimated cost of$1,000,000
5. Engineering and contingencies for the projects listed in 1, 2, 3 and 4 at an
estimated cost of$2,400,000
6. Approximately 2.0 miles of major thoroughfares consisting of West
Boulevard and Brittany Bay Boulevard at an estimated cost of$4,100,000
7. Village Center water, sewer, and drainage facilities at an estimated cost of
$700,000
8. Village Center amenities at an estimated cost of$750,000
9. Engineering and contingencies for the projects listed in 6, 7 and 8 at an
estimated cost of 1,500,000
10. School site at Brittany Bay and West Road unless otherwise agreed by the
parties
;�
� �
��.
Fiiendswood\Utility Se�vices Contract tinal 8-15-OS 3�
P
Exhibit D
CONVEYANCE AND SECURITY AGREEMENT
STATE OF TEXAS �
� KNOW ALL BY THESE PRESENTS
COUNTY OF GALVESTON �
West Ranch Management District (the "District") has acquired certain
improvements, structures, and facilities designed to provide water, wastewater, and
drainage to serve areas within the District's boundaries and the boundaries of the City
of Friendswood, Texas (the "City"). For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the District hereby conveys,
transfers, and delivers to the City, its successors and assigns, subject to a security
interest therein, those certain facilities described as follows:
Those certain facilities constructed by or on behalf of the District pursuant to the
construction contract with dated for
[describe project] , and together with any improvements, structures, storm
sewer mains, plants, service pumps, storage reservoirs, electrical equipment, plant
equipment, distribution lines, collection lines, water mains, lift stations, meters, valves,
pipes, fittings, connections, meter boxes, laterals, easements, rights-of-way, licenses,
operating rights and all other property therein whether real, personal or mixed, owned
by the District in connection with the facilities being conveyed hereby (the "Facilities").
The District has constructed the Facilities and is conveying the Facilities to the City
pursuant to the Utility Services Contract, dated , 2005, between the City, and
Lennar Homes of Texas Land and Construction, Ltd., on behalf of themselves and
Proposed West Ranch Management District, assumed by the District (the "Contract").
This conveyance is made subject to the terms of the Contract. The District hereby
reser�tes (and the City grants) a security interest in the Facilities to secure the capacity
reser�ed to the District in the Facilities under the Contract.
�;.
The �District hereby assigns to the City all rights, maintenance Uonds, warranties and
manufacturer's warranties, if any, owned or acquired by the District for the Facilities.
The City hereby agrees by its acceptance of this conveyance to operate and maintain the
Facilities in accordance with the terms of the Contract.
Fiiendswood\Utility Services Contiact final 8-15-OS 34
IN WITNESS WHEREOF, this conveyance is executed on
WEST RANCH MANAGEMENT DISTRICT
By:
Name:
Title:
In accordance with the Contract, the City hereby accepts this Utility Conveyance and
Security Agreement on
CITY OF FRIENDSWOOD
By:
Name:
Title:
THE STATE OF TEXAS �
§
COUNTY OF §
This instrument was acknowledged before me on , by
as of the Board of Directors of West
Ranch Management District, a political subdivision of the State of Texas, on behalf of
said p�litical subdivision.
,��
�;
�
Notary, State of Texas
(NOTARY SEAL)
Fiiendswood\Utility Services Contract tinal 8-IS-OS 35
Exhibit E
District Thoroughfare System
1. Brittany Bay Boulevard from League City to the western boundary of the District
2. West Boulevard from the proposed Brittany Bay Boulevard to F. M. 518, which
road will include a 25' landscape set back on the west side and a 70' landscape
set back on the east side
3. Completion of Falcon Ridge Drive as a 41' wide road with a 15' landscape set
back on one side and a 10' landscape set back on the other side and6' winding
concrete sidewalk on one side of such street
District Recreational System
1. Donation of 47.3 acres in Harris County along Clear Creek to the City for nature
park purposes
2. Donation of 62.6 acres in Galveston County along Chigger Creek to the City for
nature park purposes
3. Public trail system connecting Centennial Park and the proposed Friendswood
Independent School District school site with Village Center and the two nature
parks listed above, with the portions of the trail along one side of Bay Area
Boulevard, along Brittany Bay Boulevard and in the two nature parks to be six
feet wide concrete hike and bike trails
4. Pocket parks in the District
5. Such other recreational facilities as the City may approve as Qualifying Facilities
in writing from time to time
District Village Center System
1. Water front Public plaza for community events
2.,� Bulkhead along the public plaza and lake area
3G`�� Specialty pavers, lighting, landscaping, street furniture, signage, and
�' architectural styling
4. Parking for the public plaza
F�iendswoodlUtility Services Contract final 8-15-OS 36