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15-25 R - ETJ Agreement with City of Aubrey, Development Agreement with CADG Comanche 248, LLCTOWN OF PROSPER, TEXAS RESOLUTION NO. 15-25 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, AUTHORIZING THE TOWN MANAGER OF THE TOWN OF PROSPER, TEXAS, TO EXECUTE THE EXTRATERRITORIAL JURISDICTION ALLOCATION AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND THE CITY OF AUBREY, TEXAS, AND DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF PROSPER AND CADG COMANCHE 248, LLC, AS MORE FULLY DESCRIBED HEREIN, AND TAKE ANY AND ALL OTHER ACTIONS NECESSARY TO EFFECTUATE THE SAME, INCLUDING THE TOWN COUNCIL'S CONSENT TO SAME; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, CADG Comanche 248, LLC ("Comanche"), is a real estate development company that is developing a portion of the property, consisting of 145 acres, more or less, in the extraterritorial jurisdiction ("ETJ") of the Town of Prosper, Texas ("Prosper"), and adjacent to the ETJ of the City of Aubrey, Texas ("Aubrey"), which property is more particularly described in the Extraterritorial Jurisdiction Allocation Agreement Between the Town of Prosper, Texas, and the City of Aubrey, Texas, and Development Agreement Between the Town of Prosper and CADG Comanche 248, LLC, attached hereto as Exhibit A and incorporated by reference; and WHEREAS, Section 42.023 of the Texas Local Government Code authorizes Prosper to enter into an agreement to reduce its ETJ, pursuant to Section 42.022(d) of the Texas Local Government Code; and WHEREAS, Prosper, Aubrey and Comanche have negotiated the attached Agreement and all pertinent matters related thereto have been fully addressed by each of them. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER,TEXAS,THAT: SECTION 1 All of the above premises are found to be true and correct and are incorporated into the body of this Resolution as if copied in their entirety. SECTION 2 The Town Manager of the Town of Prosper, Texas, is hereby authorized to execute the "Extraterritorial Jurisdiction Allocation Agreement Between the Town of Prosper, Texas, and the City of Aubrey, Texas, and Development Agreement Between the Town of Prosper and CADG Comanche 248, LLC," and take any and all other actions necessary to effectuate the same. This Resolution shall constitute consent to the terms and conditions contained in said Agreement. SECTION 3 This Resolution is effective immediately upon its passage. DULY PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS, THIS 12TH DAY OF MAY, 2015. Ray Smith,lMayor ATTEST: RobyW APPROVED AS TO FORM AND LEGALITY: Terrence S. Welch, Town Attorney Resolution No. 15-25, Page 2 EXHIBIT A (Extraterritorial Jurisdiction Allocation Agreement Between the Town of Prosper, Texas, and the City of Aubrey, Texas, and Development Agreement Between the Town of Prosper and CADG Comanche 248, LLC) Resolution No. 15-25, Page 3 11111111111111111111111111111111111 Recorded On: July 02, 2015 Parties: TOWN OF PROSPER To Comment: Agreement 126.00 Total Recording: 126.00 Denton County Juli Luke County Clerk Denton, TX 76202 Instrument Number: 2015-74483 As Agreement ( Parties listed above are for Clerks reference only ) ** THIS IS NOT A BILL ** Billable Pages: 26 Number of Pages: 26 ************ DO NOT REMOVE. THIS PAGE IS PART OF THE INSTRUMENT ************ Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Document Number: 2015-74483 Receipt Number: 1309019 Recorded Date/Time: July 02, 2015 02:25:01 P User / Station: J Robinson - Cash Station 1 Record and Return To: TOWN OF PROSPER ATTN: TOWN SECRETARY P O BOX 307 PROSPER TX 75078 M1 t t�trrwM THE STATE OF TEXAS) COUNTY OF DENTON } I hereby certify that this Instrument was FILED In the File Number sequence on the dateltime heron, and was duly RECORDED in the Official Records of Denton County, Texas. ! �a printed Jul! Luke County Clerk "�� `� Denton County, Texas EXTRATERRITORIAL JURISDICTION ALLOCATION AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS. AND THE CITY OF AUBREY, TEXAS; AND DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF PROSPER AND CADG COMANCHE 248,LLC STATE OF TEXAS § COUNTY OF DENTON § THIS EXTRATERRITORIAL JURISDICTION ALLOCATION AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS, AND THE CITY OF AUBREY, TEXAS, AND DEVELOPMENT AGREEMENT BETWEEN THE TOWN OF PROSPER AND CADG COMANCHE 248, LLC (this "Agreement") is entered into by and between the Town of Prosper, Texas, a home -rule municipality ("Prosper"), the City of Aubrey, Texas, a general -law municipality ("Aubrey"), and CADG Comanche 248, LLC, a Texas limited liability corporation ("Comanche") (each individually a "Party" and collectively the "Parties") to be effective on the date last signed by the Parties (the "Effective Date"). WHEREAS, Aubrey is a general -law municipality of the State of Texas, located in Denton County; and WHEREAS, Prosper is a home -rule municipality of the State of Texas, located in Collin County and Denton County; and WHEREAS, Comanche wishes to develop property currently located in Prosper's Extraterritorial Jurisdiction ("ETJ"), as more fully described herein, with such development to be consistent with the terms and conditions contained herein; and WHEREAS, certain property that is currently in the ETJ of Prosper that Prosper shall allocate to Aubrey to be in Aubrey's ETJ is approximately 145 acres of real property (the "Property"), is described by metes and bounds on Exhibit A and depicted on Exhibit B of this Agreement, both of which exhibits are incorporated by reference; and WHEREAS, Section 42.022(d), Texas Local Government Code, as amended ("Section 42.022(d)"), authorizes Prosper and Aubrey to enter into an agreement to allocate the Property within Prosper's ETJ to Aubrey's ETJ upon Aubrey's annexation of a certain area; and WHEREAS, Section 42.023(2), Texas Local Government Code, as amended ("Section 42.023(2)"), authorizes Prosper to reduce its ETJ; and WHEREAS, Aubrey may expand and extend its ETJ boundaries beyond distance limitations imposed by Section 42.021 of the Texas Local Government Code, as amended, if a written agreement between Aubrey and Prosper to allocate the Property is in effect on the date of annexation, pursuant to the Section 42.022(d); and WHEREAS, the Property is contiguous to the ETJ of Aubrey and will be included in Aubrey's ETJ through annexation of a certain area on the date of the annexation of said certain area, pursuant to Section 43.063 of the Texas Local Government Code, as amended, if this Agreement has been executed by the Parties as evidenced by the signatures of the Parties' duly authorized representatives; WHEREAS, Comanche is the owner of the Property; and WHEREAS, Comanche submitted a voluntary petition on or about October 27, 2014 ("Annexation Petition") to the City Council of Aubrey to annex the Property into the corporate city limits of Aubrey, pursuant to the requirements of Section 43.028 of the Texas Local Government Code, as amended and attached hereto as Exhibit C; and WHEREAS, Section 212.172 of the Texas Local Government Code, as amended, authorizes Prosper and Comanche to enter into a development agreement relative to land uses and other authorized terms and considerations the Parties deem appropriate for the Property, and the Prosper and Comanche hereby agree that the terms and considerations referenced in this Agreement are lawful, necessary and in the best interests of the Parties. NOW, THEREFORE, this Agreement is made and entered into by Prosper, Aubrey and Comanche upon and for the mutual promises and consideration hereinafter stated. ARTICLE I REPRESENTATIONS 1.1 The Parties agree that the recitals set forth above are true and correct in all material respects and are hereby incorporated into the body of this Agreement. 1.2 Section 42.023(2) and Section 42.022(d) authorize Prosper to reduce and exclude the Property from its ETJ and to allocate the Property to the ETJ of Aubrey upon annexation of a certain area by Aubrey. 1.3 The Town Council of Prosper has determined that it may lawfully reduce and exclude the Property from its ETJ and allocate the Property to the ETJ of Aubrey upon annexation of a certain area by Aubrey. 1.4 The City Council of Aubrey has determined that it may lawfully receive and allocate the Property to the ETJ of Aubrey and annex the Property excluded from the ETJ of Prosper and allocated to the ETJ of Aubrey upon the annexation of a certain area by Aubrey. 2 1.5 Prosper and Aubrey desire to set forth the terms and conditions upon which the Property will be excluded from the ETJ of Prosper and allocated to the ETJ of Aubrey upon annexation of a certain area by Aubrey. 1.6 Prosper and Comanche desire to set forth the terms and conditions for the development of the Property, and Comanche agrees to said terms and conditions, and agrees and acknowledges that the terms and conditions of development, more fully set out in Article III, herein, shall run with the land and be binding on Comanche and any future successors or assigns of Comanche. ARTICLE II ALLOCATION, RELEASE, AND REDUCTION OF ETJ 2.1 Prosper acknowledges and agrees that pursuant to the authority of Sections 42.022(d) and 42.023(2), the Property shall be released and excluded from Prosper's ETJ and allocated to Aubrey's ETJ upon Aubrey's annexation of a certain area, without further action of any kind by Prosper; which annexation shall become effective immediately upon passage by the Aubrey City Council of an ordinance annexing a certain area, thus providing an effective date for the release of the Property from Prosper's ETJ and into Aubrey's ETJ. 2.2 Upon annexation of a certain area into the corporate city limits of Aubrey: (1) the ETJ of Prosper shall automatically be reduced to exclude the Property; and (2) Prosper and Aubrey shall each prepare or have prepared revised jurisdictional maps that reflect the corresponding release and exclusion of the Property from the ETJ of Prosper. ARTICLE III SPECIFIC TERMIIS, CONDITIONS AND CONSIDERATION 3.1 Comanche agrees to pay to Prosper any attorney's fees charged to Prosper by Prosper's legal counsel for, among other things, legal review and revision of this Agreement and all further agreements, ordinances or resolutions contemplated by this Agreement, negotiations and discussions with Comanche's attorney, Aubrey's attorney and the provision of advice to applicable Prosper Town Staff and the Prosper Town Council, in an amount not to exceed $7,500.00 within ten (10) days upon receipt of an invoice of same from Prosper. 3.2 Comanche agrees to pay to Prosper a transaction fee of $1,300.00 per acre, as consideration for Prosper's release of the Property from its ETJ, for a total amount of $188,500.00. This fee shall be paid contemporaneously with or before the execution of this Agreement by Prosper. The Parties acknowledge and agree that the obligations, rights and benefits provided herein are mutual and supported by adequate consideration. 3 3.3 Comanche agrees to restrict Comanche's use and development of the Property in accordance with the provisions of this Section 3.3. Aubrey acknowledges and agrees that it shall require Comanche to restrict the Comanche's use and development of the Property as follows: (A) The average density within the Property shall not exceed 4.25 single family dwelling units per gross acre. (B) Multifamily residential dwelling units shall not be permitted within the Property. (C) Within the Property, the exterior fagades of a main building or structure, excluding glass windows and doors, shall be constructed of ninety percent (90%) masonry (as defined below). For purposes of this Subsection, "masonry" shall mean clay fired brick, natural and manufactured stone, granite, marble, stucco and architectural concrete block. Masonry shall also include cementatious fiber board; however, cementatious fiber board used as the primary fagade cladding material will be limited to a maximum of sixty percent (60%) of the homes constructed. Cementatious fiber board may not be used as a fagade cladding material for portions of upper stories that are in the same vertical plane as the first story, if other masonry material is used on the first story (i.e., brick or stone on first story, and cementatious fiber board on upper stories in same plane will not be allowed). Cementatious fiber board may also be used for architectural features, including window box -outs, bay windows, room dormers, garage door headers, columns, chimneys not part of an exterior wall, or other architectural features. The remaining ten percent (10%) of the exterior facades of a main building or structure, excluding glass windows and doors, shall not be wood, vinyl or EIFS. (D) At least ten percent (10%) of the total acreage of the Property (14.50 acres) shall be provided for Common Areas and Open Space. (E) Utility and paving design specifications shall comply with the requirements and guidelines of the North Central Texas Council of Governments, Texas Commission on Environmental Quality, Texas Department of State Health Services, Upper Trinity Regional Water District, Denton County and Mustang Water Supply Corporation as they exist at the time of construction of any structure/building on the Property. (F) All drainage facilities shall be designed and constructed with capacity sufficient to carry storm water flows for a 100 -year storm, as required by Denton County regulations, as they now exist or may be amended. (G) Fire hydrants and fire lanes shall be installed in all developments on the Property, in accordance with all State of Texas requirements. Water service shall meet minimum State fire flow requirements for residential and commercial development, as applicable. 4 (H) Aubrey shall maintain plans and drawings of utilities, streets and drainage facilities for all operating systems on the Property. Aubrey agrees to allow Prosper, or its designated engineer, reasonable access to the drawings, as requested by Prosper. (1) To ensure compliance with the terms of this Agreement, Aubrey shall provide Prosper with copies of any development plans, including but not limited to zoning applications, plat applications, development applications and utility construction permits, relative to the Property within thirty (30) days of receipt of same by Aubrey. 3.4 The (i) invalidation of the annexation of the Property by Aubrey by any court of competent jurisdiction (no final non -appealable judgment shall be required); or (ii) failure of Aubrey to annex the Property within one (1) year of Prosper's approval of this Agreement, shall render this Agreement null and void, and the Property automatically shall revert back to the ETJ of Prosper with no action required by Prosper to effectuate such reversion; provided, however, that no such reversion under this Section shall occur in the event Prosper challenges the validity of Aubrey's annexation of the Property. In such event, Prosper shall have no obligation to refund the transaction fee referenced in Section 3.2, above. 3.5 Aubrey, Comanche and Prosper specifically acknowledge and agree that Prosper shall retain a one -foot (1') strip of its ETJ along, inside and adjacent to the eastern perimeter of the Property ("ETJ Strip"), and that Prosper shall have no obligation to maintain or provide any municipal services to or in said ETJ Strip. Said ETJ Strip shall connect to the northeast corner of property owned by C.M. Jackson and Wife Oro Jackson (as reflected in attached Exhibit B), proceed north along FM 1385 right-of-way, proceed around the south, west and north boundaries of property owned by Oliver Hernandez Flores (as reflected in attached Exhibit B), and then north to the northeast corner of said 145 -acre Property which is the subject of this Agreement. Aubrey and Comanche agree that this ETJ Strip shall remain in Prosper's ETJ and shall be immune from annexation by Aubrey for any reason, and shall never become part of or otherwise included in the boundaries or territory of any special district authorized by state law, including but not limited to a municipal utility district, fresh water supply district, special utility district, utility and reclamation district or any other district that may be created pursuant to state law. This provision is a material term of this Agreement, and in the event of annexation by Aubrey of the ETJ Strip, this Agreement shall be null and void. Further, in the event of annexation of the ETJ Strip by Prosper, both Comanche and Aubrey consent to the inclusion of the ETJ Strip in such annexation. Prosper hereby consents to the construction of utilities, roadways and other public infrastructure across the ETJ Strip. 3.6 Prosper and Aubrey shall each prepare or have prepared revised jurisdictional maps that reflect the corresponding release and exclusion of the Property from the ETJ of Prosper and the acceptance and expansion of ETJ to Aubrey. 5 ARTICLE IV ADDITIONAL PROVISIONS 4.1 The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council of Aubrey and Town Council of Prosper; and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. Further, Comanche agrees to the terms and conditions contained in this Agreement, specifically those terms and conditions contained in Section 3.3, above. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 4.2 All notices referenced in this Agreement shall be in writing, shall be signed by or on behalf of the Party giving the notice, and shall be effective as follows: (a) on the 3rd business day after being deposited with the United States mail service, Certified Mail, Return Receipt Requested; or (b) on the day delivered by a private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the notice is addressed). All notices given pursuant to this section shall be addressed as follows: To Aubrey: Att'n: Mayor City of Aubrey 107 S. Main Street Aubrey, Texas 76227 With a copy to: Att'n: Clark McCoy City Attorney Wolfe, Tidwell & McCoy, LLP 2591 Dallas Parkway, Suite 205 Frisco, Texas 75034 To Prosper: Att'n: Mayor Town of Prosper P.O. Box 307 Prosper, Texas 75078 With a copy to: Att'n: Terrence S. Welch Town Attorney Brown & Hofmeister, LLP 740 E. Campbell Road, Suite 800 Richardson, Texas 75081 N. To Comanche: CADG Comanche 248, LLC 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 Att'n: Mr. Mehrdad Moayedi, President With a copy to: Att'n: Robert Miklos 1800 Valley View Lane, Suite 300 Farmers Branch, Texas 75234 Any party may change its address or addresses for delivery of notice by delivering written notice of such change of address to the other party. 4.3 The Parties acknowledge that each has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for nor against any Party, regardless of which party originally drafted the provision. 4.4 The following Exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A: Metes and Bounds of the Property; Exhibit B: Property Depiction; and Exhibit C: Annexation Petition. ARTICLE FIVE REMEDIES UPON DEFAULT It is not intended hereby to specify (and this Agreement shall not be considered as specifying) an exclusive remedy for any default, but all such other remedies existing at law or in equity may be availed of by either Party hereto and shall be cumulative. However, recognizing that each Party's undertakings hereunder are obligations, failure in the performance of which cannot be adequately compensated in money damages alone, each Party agrees, in the event of any default on its part, that the other Party shall have available to them the equitable remedy of mandamus and specific performance in addition to any other legal and equitable remedies which may also be available. No waiver or waivers of any breach or default (or any breaches or defaults) by either Party hereto or of performance by the other Party of any duty or obligation hereunder shall be deemed a waiver thereof in the future, nor shall any such waiver or waivers be deemed or construed to be a waiver of subsequent breaches, defaults of any kind, character or description, under any circumstances. 7 ARTICLE SIX GENERAL PROVISIONS 6.1 No change, amendment or modification of this Agreement shall be made or be effective except by means of written agreement executed by the Parties hereto. 6.2 Each signatory represents this Agreement has been read by the Party for which this Agreement is executed and that each Party has had an opportunity to confer with its counsel. 6.3 Nothing in this Agreement shall be construed to create any right in any third party not a signatory to this Agreement, and the Parties do not intend to create any third party beneficiaries by entering into this Agreement. 6.4 This Agreement is subject to all applicable Federal and State law, as they exist, may be amended or in the future arising, and any applicable permits, ordinances, rules, orders and regulations of any local, State or Federal governmental authority having or asserting jurisdiction, but nothing contained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule or regulation in any forum having jurisdiction. 6.5 The Parties hereto specifically agree that in case any one or more of the sections, subsections, provisions, clauses or words of this Agreement or the application of such sections, subsections, provisions, clauses or words to any situation or circumstance shall be, or should be held to be, for any reason, invalid or unconstitutional, under the laws or constitutions of the State of Texas or the United States of America, or in contravention of any such laws or constitutions, such invalidity, unconstitutionality or contravention shall not affect any other sections, subsections, provisions, clauses or words of this Agreement or the application of such sections, subsections, provisions, clauses or words to any other situation or circumstances, and it is intended that this Agreement shall be severable and shall be construed and applied as if any such invalid or unconstitutional sections, subsection, provision, clause or word had not been included herein, and the rights and obligations of the Parties hereto shall be construed and remain in force accordingly. 6.6 This Agreement shall be construed in accordance with the laws of the State of Texas and shall be performable in Denton County, Texas, which is the County in which the Property is located. It is specifically agreed between the Parties to this Agreement that Denton County, Texas, is the place of performance of this Agreement; and in the event that any legal proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought and exclusive venue shall lie in Denton County, Texas. 6.7 By entering into and executing this Agreement, the Parties agree neither Prosper nor Aubrey waives, limits or surrenders its sovereign immunity, except as specifically provided for herein. E:3 6.8 Except as provided in Section 6.9 below, this Agreement may not be assigned, in whole or in part, without the prior written approval of all Parties. 6.9 In the event that Comanche sells, conveys or otherwise transfers ownership of any portion of the Property (a "Sale Tract") to any person or entity (a "New Owner") other than a homebuilder or an end-user homeowner, prior to such conveyance Comanche shall require New Owner to execute a joinder to this Agreement pursuant to which it assumes all of Comanche's obligations hereunder with respect to the Sale Tract (whereupon New Owner shall be "Comanche" under this Agreement with respect to the Sale Tract, and, provided it is not in default hereunder, Comanche shall be released from any further obligations under this Agreement with respect to the Sale Tract). Neither Prosper nor Aubrey shall be bound to such joinder unless and until it receives written notice and a fully executed copy thereof. 6.10 Pursuant to the requirements of Section 212.172(f) of the Texas Local Government Code, this Agreement, all amendments and joinders thereto, and assignments thereof, shall be recorded in the deed records of Denton County, Texas. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed in several counterparts, each of which shall constitute an original. 0 APPROVED BY THE TOWN �)UNCIL FOR THE TOWN OF PROSPER, TEXAS, in its meeting held on theINV ay of2015, and executed by its authorij—A—Y entative. 01 P)* +XA 04 ! elf TOWN OF PROSPER, TEXAS 000 go z IAL * = By: Harlan J , rsc • Title: Town Manages ATT T:'�'II11, Name: P Title: T Secretary APPROVED AS TO FORM: Name:Terrence 8. Welch Title: Town Attorney STATE OF TEXAS ) COUNTY OF COLLIN ) Before me, the undersigned authority, a notary public in and for the State of Texas, on this day personally appeared Harlan Jefferson, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purpose and consideration expressed, and in the capacity therein stated. Given under my ha and se)co off' this day f 2015. NI blic in and forth State of Tex M sio expires: a = hlatat "stR Rl ,state tit Texas e+ my ssnen E x tires Moich 261. APPROVED BY THE CITY COUNCIL FOR THE CITY OF AUBREY, TEXAS, in its meeting held on the _ day of „4piri 2015, and executed by its authorized representative. O 0IAL SEAL a czy e ATTEST: fillt ttt By: Name:Jenny Huckabee Title: City Secretary APPROVED AS TO FORM: Name: Clark McCoy Title: City Attorney STATE OF TEXAS COUNTY OF DENTON CITY OF AUBREY, TEXAS By. Roy �agno Title: Mayor, City of Au ey Before me, the undersigned authority, a notary public in and for the State of Texas, on this day personally appeared Roy Magno, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purpose and consideration expressed, and in the capacity therein stated. Given under my hand and seal of office this day of 2015. ea Notary public in and for Notary Public, State oBETexas4iM r the State of Texas My Commission Expires My CQmmiSSlOn expires: "* ; July 05, 2016 11 CADG COMANCHE 248, LLC, a Texas limited liability company By: CADG Holdings, LLC, a Texas limited liability company, Its Sole Member By: MMM Ventures, LLC, a Texas limited liability company, Its Manager By: 2M Ventures, LLC, a Delaware limited liability company, Its Manager By: Name: Mehrdad Moaye&i Its: Manager STATE OF TEXAS COUNTY OF DALLAS Before me, the undersigned authority, a notary public in and for the State of Texas, on this day personally appeared Mehrdad Moayedi, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same for the purpose and consideration expressed, and in the capacity therein stated. Given under my hand and seal of office this day of 5 Notary pu lic ttn,nand the State o, � f6 exas goz v[ [,.inr My commission expires: saiidx3 u0'Gs'WWQ3 AW ONTIAM I VUnVI 12 EXHIBIT A Metes and Bounds 13 Page 1 of 2 EXHIBIT A 144.956 ACRES BEING a tract of land situated in the WILLIAM LUMPKIN SURVEY, ABSTRACT NO. 730, in Denton County, Texas, and being a portion of a called 162.638 acre tract of land described in a deed to C.M. Jackson and wife Oro Jackson, recorded in Volume 546, Page 12 of the Real Property Records of Denton County, Texas and being more particularly described as follows: BEGINNING at a 5/8 -inch iron rod found for the northeast corner of Lot 3X of Comanche Ridge Elevated Storage Tank, an addition to Denton County Texas according to the plat thereof recorded in Cabinet X, Page 264, of said Real Property Records, and the southeast corner of said 162.638 acre tract of land described in a deed to C.M. Jackson and wife Oro Jackson recorded in Volume 546, Page 12 of said Real Property Records; THENCE North 88 degrees 29 minutes 23 seconds West, along the approximate center of Bryan Road and the north line of said Lot 3X at 20.00 feet passing the common Northeast corner of Lot 2X of said Comanche Ridge Elevated Storage Tank and northwest corner of said Lot 3X, in all a distance of 1090.27 feet to a 5/8 -inch iron rod with cap marked "PETITT-RPLS 4087" found for corner; THENCE North 88 degrees 29 minutes 23 seconds West, along the approximate center of Bryan Road and the north line of said Lot 2X, a distance of 1169.73 feet to a point for the northwest corner of said Lot 2X and the northeast corner of a called 13.400 acre tract of land described in a deed to Denton County Fresh Water Supply District recorded as County Clerk Document Number 2012-42405 of said Real Property Records; THENCE North 88 degrees 25 minutes 41 seconds West, continuing along the approximate center of Bryan Road, a distance of 1022.80 to a point for the southwest corner of said 162.638 acre tract and the most easterly southeast corner of a called 173.543 acre tract of land described in a deed to Denton County 250, L.P., recorded in Volume 5347, Page 4702 of said Real Property Records; THENCE North 01 degree 25 minutes 39 seconds East, along the west line of said 162.638 acre tract and the east line of said 173.545 acre tract, a distance of 2221.35 feet to a 1/2 -inch iron rod found for the northwest corner of said 162.638 acre tract; THENCE South 88 degrees 34 minutes 59 seconds East, along the north line of said 162.638 acre tract, a distance of 3285.08 feet to a point for corner; THENCE over and across said 162.638 acre tract of land, the following courses to points for corner: South 01 degree 29 minutes 13 seconds West, a distance of 438.48 feet; North 88 degrees 34 minutes 59 seconds West, a distance of 261.52 feet; South 01 degrees 25 minutes 02 seconds West, a distance of 252.00 feet; South 88 degrees 34 minutes 59 seconds East, a distance of 261.52 feet; South 01 degrees 32 minutes 05 seconds West, a distance of 687.31 feet; South 88 degrees 29 minutes 23 seconds East, a distance of 1.00 foot to a point for corner located on the westerly right-of-way line of Farm to Market Road 1385 (a variable width right-of-way); Page 2 of 2 THENCE South 01 degrees 32 minutes 05 seconds West, a distance of 850.00 feet to the POINT OF BEGINNING and containing 166.231 acres of land, more or less, save and except the following described 21.275 acre tract of land, leaving a net area of 144.956 acres of land, more or less: SAVE AND EXCEPT TRACT BEING a tract of land situated in the WILLIAM LUMPKIN SURVEY, ABSTRACT NO. 730, in Denton County, Texas, and being a portion of a called 162.638 acre tract of land described in a deed to C.M. Jackson and wife Oro Jackson, recorded in Volume 546, Page 12 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5/8 -inch iron rod found for the northeast corner of Lot 3X of Comanche Ridge Elevated Storage Tank, an addition to Denton County Texas according to the plat thereof recorded in Cabinet X, Page 264, of said Real Property Records, and the southeast corner of a tract of land described in a deed to C.M. Jackson and wife Oro Jackson recorded in Volume 546, Page 12 of said Real Property Records; THENCE North 88 degrees 29 minutes 23 seconds West, along the approximate center of Bryan Road and the north line of said Lot 3X at 20.00 feet pass the common Northeast corner of Lot 2X of said Comanche Ridge Elevated Storage Tank and northwest corner of said Lot 3X, in all a distance of 1090.27 feet to a 5/8 -inch iron rod with cap marked "PETITT-RPLS 4087" set for corner; THENCE North 01 degrees 32 minutes 05 seconds East, a distance of 850.00 feet to a 5/8 -inch iron rod with cap marked "PETITT-RPLS 4087" set for corner; THENCE South 88 degrees 29 minutes 23 seconds East, a distance of 1090.27 feet to a 5/8 - inch iron rod with cap marked "PETITT-RPLS 4087" set for corner, said iron rod lying in the west line of F.M. 1385; THENCE South 01 degrees 32 minutes 05 seconds West, along the said west line of F.M. 1385, a distance of 850.00 feet to the POINT OF BEGINNING and containing 21.275 acres of land, more or less. EXHIBIT B Property Depiction 14 '>o 6 uj O CY) 0 N -: 00 00 V) M.2 oz% tos 12,909 W'L99 tk90'ZT30S 0 C� 0) 0 uj 0) Do 60 N 'C'4 00 00 2_1 .04 'Lo � 00 .04 Lu 00 CC) 71 V) 00' U. u Go N m , urn V, 0 LLJ 11 I '.6!n Ll: > OD < 00 RIOdT oc; ]I X C, w I I-1, . .. . . .. .... "A'411 �l - 011Z �" Aun -xv, I I''. I lal't 4 A%, 4 v 11 0P 7CD BET UVOZI z. V 100,092 T 0* )., N JNW4nY)(f IVO N01,103 X3 rlln F. 0. Lu I C14 00 00 > Ogg ffi.go'er.tos' 0) rt U:) 0) (14 S ()D co CN C4 0 Lo (N CO 00 ((JVD'lJ ')I lor"I a li.v")1030 lvl.kmvd V) GVOH NMAU EXHIBIT C Annexation Petition 15 VOLUNTARY PETITION FOR ANNEXATION TO THE CITY OF AUBREY, TEXAS STATE OF TEXAS COUNTY OF DENTON This Voluntary Petition for the Annexation of a Sparsely Occupied Area, is submitted by CADG Comanche 248, LLC, a Texas limited liability company (the "L g pwner") to the City of Aubrey, Texas (the "City"). SECTION 1. The undersigned Landowner owns approximately 145 acres of real property, (the "Property"), which described by metes and bounds on Exhibit A and depicted on Exhibit B attached hereto and made a part hereof for all purposes. SECTION 2. The City is a general -law municipality of the State of Texas, located in Denton County. SECTION 3. The Landowners hereby petition the City Council to annex the Property into the corporate limits of the City of Aubrey pursuant to the requirements of Chapter 43.028 of the Texas Local Government Code, as amended. SECTION 4. The City may into an Extraterritorial Jurisdiction ("ETJ") Allocation Agreement with the Town of Prosper pursuant to Section 42.022(d) of the Texas Local Government Code as amended. SECTION 5. The Town of Prosper may allocate the Property to the ETJ of the City effective upon annexation of a tract or parcel in conjunction with an ETJ Allocation Agreement pursuant to Section 42.022(d) of the Texas Local Government Code, as amended, and reduce the Town of Prosper's ETJ in accordance to Section 42.023 of the Texas Local Government Code, as amended. SECTION 6. The City may annex area contiguous to the City, that is one-half mile or less in width, and that is vacant and without residents or on which fewer than three qualified voters reside pursuant to Chapter 43.028 of the Texas Local Government Code, as amended. RESPECTFULLY SUBMITTED this ,21h day of October, 2014 4, ) LANDOWNER CADG Comanche 248, LLC, a Texas limited liability company By: CADG Holdings, LLC, a Texas limited liability company, Its Sole Member By: MMM Ventures, LLC, a Texas limited liability company, Its Manager By: 2M Ventures, LLC, a Delaware limited liability company, Its Manager By: �W---' Name: Mehrdad Moa�edi Its: Manager STATE OF TEXAS § COUNTY OF DENTON This instrument was acknowledged before me on then�day okTh� 2014, by Mehrdad Moayedi, the Manager of CADG Comanche 248, LLC, a Texas limited liability company on behalf of such company. CYNTHIA COLLETT My Commission Expires otary Public, State of Texas 04 February 20, 2017 NCO Metes and Bounds Page I of 2 TRACT D 145.000 ACRES BEING a tract of land situated in the WILLIAM LUMPKIN SURVEY, ABSTRACT NO. 730, in Denton County, Texas, and being a portion of a called 162.638 acre tract of land described in a deed to C.M. Jackson and wife Oro Jackson, recorded in Volume 546, Page 12 of the Real Property Records of Denton County, Texas and being more particularly described as follows: BEGINNING at a 5/8 -inch iron rod found for the northeast corner of Lot 3X of Comanche Ridge Elevated Storage Tank, an addition to Denton County Texas according to the plat thereof recorded in Cabinet X, Page 264, of said Real Property Records, and the southeast corner of said 162.638 acre tract of land described in a deed to C.M. Jackson and wife Oro Jackson recorded in Volume 546, Page 12 of said Real Property Records; THENCE North 88 degrees 29 minutes 23 seconds West, along the approximate center of Bryan Road and the north line of said Lot 3X at 20.00 feet passing the common Northeast comer of Lot 2X of said Comanche Ridge Elevated Storage Tank and northwest comer of said Lot 3X, in all a distance of 1090.27 feet to a 5/8 -inch iron rod with cap marked "PETITT-RPLS 4087' found for corner; THENCE North 88 degrees 29 minutes 23 seconds West, along the approximate center of Bryan Road and the north line of said Lot 2X, a distance of 1169.73 feet to a point for the northwest corner of said Lot 2X and the northeast corner of a called 13.400 acre tract of land described in a deed to Denton County Fresh Water Supply District recorded as County Clerk Document Number 2012-42405 of said Real Property Records; THENCE North 88 degrees 25 minutes 41 seconds West, continuing along the approximate center of Bryan Road, a distance of 1022.80 to a point for the southwest corner of said 162.638 acre tract and the most easterly southeast corner of a called 173.543 acre tract of land described in a deed to Denton County 250, L.P., recorded in Volume 5347, Page 4702 of said Real Property Records; THENCE North 01 degree 25 minutes 39 seconds East, along the west line of said 162.638 acre tract and the east line of said 173.545 acre tract, a distance of 2221.35 feet to a 1/2 -inch iron rod found for the northwest comer of said 162.638 acre tract; THENCE South 88 degrees 34 minutes 59 seconds East, along the north line of said 162.638 acre tract, a distance of 3286.08 feet to a 1/2 -inch iron rod found in the west line of said F.M. 1385, said point also being the northeast corner of a called 5.00 acre tract to C.M. Jackson and wife Oro Jackson as recorded in Volume 546, Page 14, Deed Records Denton County, Texas; THENCE South 01 degree 29 minutes 13 seconds West, along the east line of said called 5.00 acre tract, and the west line of F.M. 1385 a distance of 439.48 feet to a point for comer, said comer being the northeast comer of a called 1.5 acre tract of land described in a deed to William R. Snyder, recorded in Document No. 2004-28727 said Real Property Records; THENCE North 88 degrees 34 minutes 59 seconds West, along the common north boundary line of said 1.5 acre tract and the easterly boundary line of said 5.00 acre tract, a distance of 261.52 feet to a point for corner; Page 2 of 2 THENCE South 01 degrees 25 minutes 02 seconds West, along the common west boundary line of said 1.5 acre tract and the easterly boundary line of said 5.00 acre tract, a distance of 250.00 feet to a point for corner; THENCE South 88 degrees 34 minutes 59 seconds East, along the common most easterly north boundary line of said 162.638 acre tract, and the south boundary line of said 5.000 acre tract a distance of 261.52 feet to a 112 -inch iron rod found in the west line of said F.M. 1385, said point also being in the east line of said 5.00 acre tract; THENCE South 01 degrees 32 minutes 05 seconds West, 1538.31 feet to the POINT OF BEGINNING and containing 166.275 acres of land, more or less, save and except the following described 21.275 acre tract of land, leaving a net area of 145.000 acres of land, more or less: SAVE AND EXCEPT TRACT BEING a tract of land situated in the WILLIAM LUMPKIN SURVEY, ABSTRACT NO. 730, in Denton County, Texas, and being a portion of a called 162.638 acre tract of land described in a deed to C.M. Jackson and wife Oro Jackson, recorded in Volume 546, Page 12 of the Real Property Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 5/8 -inch iron rod found for the northeast corner of Lot 3X of Comanche Ridge Elevated Storage Tank, an addition to Denton County Texas according to the plat thereof recorded in Cabinet X, Page 264, of said Real Property Records, and the southeast corner of a tract of land described in a deed to C.M. Jackson and wife Oro Jackson recorded in Volume 546, Page 12 of said Real Property Records; THENCE North 88 degrees 29 minutes 23 seconds West, along the approximate center of Bryan Road and the north line of said Lot 3X at 20.00 feet pass the common Northeast corner of Lot 2X of said Comanche Ridge Elevated Storage Tank and northwest corner of said Lot 3X, in all a distance of 1090.27 feet to a 5/8 -inch iron rod with cap marked "PETITT-RPLS 4087" set for corner; THENCE North 01 degrees 32 minutes 05 seconds East, a distance of 850.00 feet to a 518 -inch iron rod with cap marked "PETITT-RPLS 4087" set for corner; THENCE South 88 degrees 29 minutes 23 seconds East, a distance of 1090.27 feet to a 5/8 - inch iron rod with cap marked "PETITT-RPLS 4087" set for corner, said iron rod lying in the west line of F.M. 1385; THENCE South 01 degrees 32 minutes 05 seconds West, along the said west line of F.M. 1385, a distance of 850.00 feet to the POINT OF BEGINNING and containing 21.275 acres of land, more or less. EXHIBIT B Property Depiction MUD 0 cv� M.12C "am 2913.MM ."M NN! 6MIfLAtlA1Y'r6Wum CADG COMMME M. DoMWa M 2M-ZC673 FLP.tj).e.l. L PROPERV Wa= JACZSGN MOOS MWAM 21 M VOWK UW= OrM - AM=A4'4 NO, M con Ca,,* w„ lzzfe DGEr.r